605.0111
Rules of construction and supplemental principles of law.
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605.0111 Rules of construction and supplemental principles of law.—
(1) It is the intent of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements, including the purposes of ss. 605.0105-605.0107.
(2) To the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary duties, to a limited liability company or to another member or manager or to another person that is a party to or is otherwise bound by an operating agreement, the duties of the member, manager, or other person may be restricted, expanded, or eliminated, including in the determination of applicable duties and obligations under this chapter, by the operating agreement, to the extent allowed by s. 605.0105.
(3) Unless displaced by particular provisions of this chapter, the principles of law and equity, including the common law principles relating to the fiduciary duties of loyalty and care, supplement this chapter.
History.—s. 2, ch. 2013-180; s. 3, ch. 2015-148.
Notes of Decisions
Cited in 1
case, 2020–2020 · leading case: Mathes Brierre Architects, a Professional Corporation v. karlton/isg Enterprises, LLC, International Sales Group, LLC, a
Mathes Brierre Architects, a Professional Corporation v. karlton/isg Enterprises, LLC, International Sales Group, LLC, a (2020)
“12:1320 (“liability of members, managers, employees, or agents, as such, of a limited liability company organized and existing under this Chapter shall at all times be determined solely and exclusively by the provisions of this Chapter”) and Fla. Stat. Ann. § 605.0111 (West)…”
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