Florida Statute 607.850 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.0850

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.

History.—s. 93, ch. 89-154; s. 30, ch. 97-102; s. 107, ch. 2019-90; s. 22, ch. 2020-32.

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Amendments to 607.0850

Annotations, Discussions, Cases:

Cases Citing Statute 607.0850

Total Results: 15

Chatlos Foundation, Inc. v. D'Arata

882 So. 2d 1021, 2004 Fla. App. LEXIS 11686, 2004 WL 1749160

District Court of Appeal of Florida | Filed: Aug 6, 2004 | Docket: 1945992

Cited 9 times | Published

both. The court concluded: 1. Pursuant to F.S.A. § 607.0850(8) and (9), "indemnification and advancement

Alternative Dev. v. St. Lucie Club & Apt.

608 So. 2d 822, 1992 WL 175096

District Court of Appeal of Florida | Filed: Jul 29, 1992 | Docket: 1449677

Cited 8 times | Published

fees, although the matter was raised below. Section 607.0850(1), Florida Statutes (1990), provides for

Banco Industrial De Venezuela C.A., Miami Agency v. De Saad

68 So. 3d 895, 36 Fla. L. Weekly Supp. 239, 2011 Fla. LEXIS 1281, 2011 WL 2224820

Supreme Court of Florida | Filed: Jun 9, 2011 | Docket: 2355255

Cited 3 times | Published

seeks statutory indemnification pursuant to section 607.0850 to recover the costs and attorney's fees in

Banco Industrial De Venezuela, C.A. v. De Saad

21 So. 3d 46, 2009 Fla. App. LEXIS 13761, 2009 WL 2949276

District Court of Appeal of Florida | Filed: Sep 16, 2009 | Docket: 1655640

Cited 2 times | Published

seeks statutory indemnification pursuant to section 607.0850 to recover the costs and attorney’s fees in

Peoples Gas Sys. v. Posen Constr., Inc.

323 F. Supp. 3d 1362

District Court, M.D. Florida | Filed: Jun 26, 2018 | Docket: 64319895

Cited 1 times | Published

statutes illustrative here. First, under Fla. Stat. § 607.0850(3), the Florida legislature created an express

Mvw Management, LLC v. Regalia Beach Developers, LLC

230 So. 3d 108

District Court of Appeal of Florida | Filed: Sep 6, 2017 | Docket: 6148133

Cited 1 times | Published

defeating a claim or showing good faith. See, e.g., § 607.0850(3), Fla. Stat. (2016). In contrast, advancement

Wendt v. La Costa Beach Resort Condominium Ass'n

14 So. 3d 1179, 2009 Fla. App. LEXIS 8775, 2009 WL 1675864

District Court of Appeal of Florida | Filed: Jun 17, 2009 | Docket: 1650528

Cited 1 times | Published

indemnification claim upon various provisions of section 607.0850, Florida Statutes (2007), entitled "Indemnification

O'BRIEN v. Precision Response Corp.

942 So. 2d 1030, 2006 Fla. App. LEXIS 20335, 2006 WL 3498562

District Court of Appeal of Florida | Filed: Dec 6, 2006 | Docket: 1737014

Cited 1 times | Published

indemnification agreement and on the basis of section 607.0850, Florida Statutes, for the advancement of

Turkey Creek Master Owners Ass'n, Inc. v. Hope

766 So. 2d 1245, 2000 WL 1369872

District Court of Appeal of Florida | Filed: Sep 25, 2000 | Docket: 1697789

Cited 1 times | Published

trial court entered a final order pursuant to section 607.0850(9), Florida Statutes, requiring Turkey Creek

Investors Ins. Group, Inc. v. Kling

712 So. 2d 1258, 1998 Fla. App. LEXIS 8708, 1998 WL 399627

District Court of Appeal of Florida | Filed: Jul 20, 1998 | Docket: 1471916

Cited 1 times | Published

indemnified appellee, Roger E. Kling, under section 607.0850, Florida Statutes (1995). The issue on appeal

Samantha Elaine Tsuji v. H. Bart Fleet, etc.

Supreme Court of Florida | Filed: Jun 29, 2023 | Docket: 67538861

Published

chapter 607, the Florida Business Corporation Act. § 607.0850(5), Fla. Stat. (2022). In section 112.312, the

BRENT BLAKE v. AMERICAN SALES AND MANAGEMENT ORGANIZATION, LLC, etc.

District Court of Appeal of Florida | Filed: Apr 27, 2022 | Docket: 63266671

Published

fact’ that she was a corporate officer. See § 607.0850(1), Fla. Stat. Although de Saad may have had

The Local Door Coupons Franchise v. Mayers

261 So. 3d 726

District Court of Appeal of Florida | Filed: Dec 19, 2018 | Docket: 8431877

Published

officers. Mayers then, pursuant to section 607.0850(9) of the Florida Statutes1 and the indemnification

Wendt v. La Costa Beach Resort Condominium Ass'n

64 So. 3d 1228, 36 Fla. L. Weekly Supp. 242, 2011 Fla. LEXIS 1284, 2011 WL 2224761

Supreme Court of Florida | Filed: Jun 9, 2011 | Docket: 60301355

Published

(Fla. 1st DCA 2000).1 At issue is whether section 607.0850, Florida Statutes,2 authorizes indemnification

de Saad v. Banco Industrial De Venezuela, C.A.

843 So. 2d 953, 2003 Fla. App. LEXIS 4765, 2003 WL 1824570

District Court of Appeal of Florida | Filed: Apr 9, 2003 | Docket: 64822526

Published

statutory indemnification claim which, under Section 607.0850, Florida Statutes (2000), sought to recover