Florida Statutes
Fla. Stat. § 607.0850 (2025)
Definitions.
✓ 2025 Florida Statutes — current through the 2025 Regular Session
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607.0850 Definitions.—In ss. 607.0850-607.0859, the term:
(1) “Agent” includes a volunteer.
(2) “Corporation” includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a merger, so that any person who is or was a director or officer of a constituent corporation, or is or was serving at the request of a constituent corporation as a director or officer, member, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise or entity, is in the same position under this section with respect to the resulting or surviving corporation as he or she would have been with respect to such constituent corporation if its separate existence had continued.
(3) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation’s request as a director or officer, manager, partner, trustee, employee, or agent of another domestic or foreign corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or another enterprise or entity. A director or officer is considered to be serving an employee benefit plan at the corporation’s request if the individual’s duties to the corporation or such plan also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. The term includes, unless the context otherwise requires, the estate, heirs, executors, administrators, and personal representatives of a director or officer.
(4) “Expenses” includes reasonable attorney fees and expenses, including those incurred in connection with any appeal.
(5) “Liability” means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(6) “Party” means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(7) “Proceeding” means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
(8) “Serving at the corporation’s request” includes any service as a director, officer, employee, or agent of the corporation that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries.
Notes of Decisions
Cited in 19
cases (2 in the last 5 years), 1992–2023 · leading case: Wendt v. La Costa Beach Resort Condo. Ass'n, 64 So. 3d 1228 (Fla. 2011).
Wendt v. La Costa Beach Resort Condo. Ass'n, 64 So. 3d 1228 (Fla. 2011). “1 At issue is whether section 607.0850, Florida Statutes, 2 authorizes indemnification of corporate directors in actions brought against the directors by the corporation itself.”
Mvw Mgmt., LLC v. Regalia Beach Developers, LLC, 230 So. 3d 108 (Fla. 3d DCA 2017). “In Wendt, the directors of a corporation who had been sued by the corporation for breach of fiduciary duty brought a separate action for indemnification of attorney’s fees and costs under section 607.0850, Florida Statutes. The trial court dismissed the directors’ lawsuit and…”
Alt. Dev. v. St. Lucie Club & Apt., 608 So. 2d 822 (Fla. 4th DCA 1992). “We remand, however, with instructions to the trial court to determine whether the Dehons are entitled to the indemnity provided in section 607.0850, Florida Statutes. GLICKSTEIN, C.”
Chatlos Found., Inc. v. D'Arata, 882 So. 2d 1021 (Fla. 5th DCA 2004). “(emphasis added) One duty or liability imposed upon domestic corporations is the obligation to indemnify officers, directors, employees and agents pursuant to section 607.0850: * * * (8) Indemnification and advancement of expenses as provided in this section shall continue as,…”
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). “, de Saad is not entitled to statutory indemnification because she cannot satisfy the requirements of section 607.0850, Florida Statutes. Chapter 607, Florida Statutes, is the Florida Business Corporation Act, which regulates the structure and activity of Florida corporations.”
Banco Indus. De Venezuela, C.A. v. De Saad, 21 So. 3d 46 (Fla. 3d DCA 2009). “Section 607.0850, Florida Statutes (1999) provides in pertinent part: 607.”
Wendt v. La Costa Beach Resort Condo. Ass'n, 14 So. 3d 1179 (Fla. 4th DCA 2009). “The directors based their statutory indemnification claim upon various provisions of section 607.0850, Florida Statutes (2007), entitled “Indemnification of officers, directors, employees, and agents.”
O'BRIEN v. Precision Response Corp., 942 So. 2d 1030 (Fla. 4th DCA 2006). “In the Arbitration, O'Brien sought relief from PRC for breach of indemnification agreement and on the basis of section 607.0850, Florida Statutes, for the advancement of expenses.”
Peoples Gas Sys. v. Posen Constr., Inc., 323 F. Supp. 3d 1362 (M.D. Fla. 2018). “First, under Fla. Stat. § 607.0850 (3), the Florida legislature created an express statutory right to indemnification for corporate officers, directors, and employees who, acting in good faith, are sued as a representative of a corporation.”
Turkey Creek Master Owners Ass'n, Inc. v. Hope, 766 So. 2d 1245 (Fla. 1st DCA 2000). “We note that section 607.0850 is more likely to be applied when corporate employee or director is sued by a third party in relation to the actions of the employee or director as a corporate agent.”
Miller v. McDonald (In Re World Health Alternatives, Inc.), 385 B.R. 576 (Bankr. D. Del. 2008). “) Such indemnification commitments, whether in by-laws or by separate agreements, are almost universal for commercial corporate enterprises.”
Minerva Maria Mendez v. Jarden Corp., 503 F. App'x 930 (11th Cir. 2013). “See Fla. Stat. § 607.0850 (12) (defining a foreign corporation as one incorporated under laws other than the laws of Florida).”
— 607.0850(1) — 4 cases
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). “, de Saad is not entitled to statutory indemnification because she cannot satisfy the requirements of section 607.0850, Florida Statutes. Chapter 607, Florida Statutes, is the Florida Business Corporation Act, which regulates the structure and activity of Florida corporations.”
Wendt v. La Costa Beach Resort Condo. Ass'n, 64 So. 3d 1228 (Fla. 2011). “1 At issue is whether section 607.0850, Florida Statutes, 2 authorizes indemnification of corporate directors in actions brought against the directors by the corporation itself.”
Alt. Dev. v. St. Lucie Club & Apt., 608 So. 2d 822 (Fla. 4th DCA 1992). “We remand, however, with instructions to the trial court to determine whether the Dehons are entitled to the indemnity provided in section 607.0850, Florida Statutes. GLICKSTEIN, C.”
Investors Ins. Grp., Inc. v. Kling, 712 So. 2d 1258 (Fla. 1st DCA 1998).
— 607.0850(2) — 2 cases
Wendt v. La Costa Beach Resort Condo. Ass'n, 64 So. 3d 1228 (Fla. 2011). “1 At issue is whether section 607.0850, Florida Statutes, 2 authorizes indemnification of corporate directors in actions brought against the directors by the corporation itself.”
Alt. Dev. v. St. Lucie Club & Apt., 608 So. 2d 822 (Fla. 4th DCA 1992). “We remand, however, with instructions to the trial court to determine whether the Dehons are entitled to the indemnity provided in section 607.0850, Florida Statutes. GLICKSTEIN, C.”
— 607.0850(3) — 6 cases
Mvw Mgmt., LLC v. Regalia Beach Developers, LLC, 230 So. 3d 108 (Fla. 3d DCA 2017). “In Wendt, the directors of a corporation who had been sued by the corporation for breach of fiduciary duty brought a separate action for indemnification of attorney’s fees and costs under section 607.0850, Florida Statutes. The trial court dismissed the directors’ lawsuit and…”
Alt. Dev. v. St. Lucie Club & Apt., 608 So. 2d 822 (Fla. 4th DCA 1992). “We remand, however, with instructions to the trial court to determine whether the Dehons are entitled to the indemnity provided in section 607.0850, Florida Statutes. GLICKSTEIN, C.”
O'BRIEN v. Precision Response Corp., 942 So. 2d 1030 (Fla. 4th DCA 2006). “In the Arbitration, O'Brien sought relief from PRC for breach of indemnification agreement and on the basis of section 607.0850, Florida Statutes, for the advancement of expenses.”
Banco Indus. De Venezuela C.A., Miami Agency v. De Saad, 68 So. 3d 895 (Fla. 2011). “, de Saad is not entitled to statutory indemnification because she cannot satisfy the requirements of section 607.0850, Florida Statutes. Chapter 607, Florida Statutes, is the Florida Business Corporation Act, which regulates the structure and activity of Florida corporations.”
Investors Ins. Grp., Inc. v. Kling, 712 So. 2d 1258 (Fla. 1st DCA 1998).
— 607.0850(5) — 1 case
Samantha Elaine Tsuji v. H. Bart Fleet, etc. (Fla. 2023).
— 607.0850(6) — 1 case
Mvw Mgmt., LLC v. Regalia Beach Developers, LLC, 230 So. 3d 108 (Fla. 3d DCA 2017). “In Wendt, the directors of a corporation who had been sued by the corporation for breach of fiduciary duty brought a separate action for indemnification of attorney’s fees and costs under section 607.0850, Florida Statutes. The trial court dismissed the directors’ lawsuit and…”
— 607.0850(7) — 2 cases
Alt. Dev. v. St. Lucie Club & Apt., 608 So. 2d 822 (Fla. 4th DCA 1992). “We remand, however, with instructions to the trial court to determine whether the Dehons are entitled to the indemnity provided in section 607.0850, Florida Statutes. GLICKSTEIN, C.”
Wendt v. La Costa Beach Resort Condo. Ass'n, 64 So. 3d 1228 (Fla. 2011). “1 At issue is whether section 607.0850, Florida Statutes, 2 authorizes indemnification of corporate directors in actions brought against the directors by the corporation itself.”
— 607.0850(7)(a) — 1 case
Wendt v. La Costa Beach Resort Condo. Ass'n, 64 So. 3d 1228 (Fla. 2011). “1 At issue is whether section 607.0850, Florida Statutes, 2 authorizes indemnification of corporate directors in actions brought against the directors by the corporation itself.”
— 607.0850(8) — 1 case
Chatlos Found., Inc. v. D'Arata, 882 So. 2d 1021 (Fla. 5th DCA 2004). “(emphasis added) One duty or liability imposed upon domestic corporations is the obligation to indemnify officers, directors, employees and agents pursuant to section 607.0850: * * * (8) Indemnification and advancement of expenses as provided in this section shall continue as,…”
— 607.0850(9) — 3 cases
Turkey Creek Master Owners Ass'n, Inc. v. Hope, 766 So. 2d 1245 (Fla. 1st DCA 2000). “We note that section 607.0850 is more likely to be applied when corporate employee or director is sued by a third party in relation to the actions of the employee or director as a corporate agent.”
Villas of Windmill Point II Prop. Owners Associ (Bankr. S.D. Florida 2021).
The Local Door Coupons Franchise v. Mayers, 261 So. 3d 726 (Fla. 3d DCA 2018).
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