Florida Statute 607.0850 | Lawyer Caselaw & Research

The 2024 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

View Entire Chapter

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.

F.S. 607.0850 on Google Scholar

F.S. 607.0850 on Casetext

Amendments to 607.0850

Arrestable Offenses / Crimes under Fla. Stat. 607.0850

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.0850.

Annotations, Discussions, Cases:

Cases Citing Statute 607.0850

Total Results: 16

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

Court: Fla. | Date Filed: 2023-06-29T00:00:00-07:00

Snippet: 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.

Court: Fla. Dist. Ct. App. | Date Filed: 2022-04-27T00:53:00-07:00

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

The Local Door Coupons Franchise v. Mayers

Court: Fla. Dist. Ct. App. | Date Filed: 2018-12-18T23:53:00-08:00

Snippet: officers. Mayers then, pursuant to section 607.0850(9) of the Florida Statutes1 and the indemnification…shareholder’s agreement and as provided by section 607.0850 – as being substantially similar to those orders

Mvw Management, LLC v. Regalia Beach Developers, LLC

Court: Fla. Dist. Ct. App. | Date Filed: 2017-09-06T00:00:00-07:00

Citation: 230 So. 3d 108

Snippet: defeating a claim or showing good faith. See, e.g., § 607.0850(3), Fla. Stat. (2016). In contrast, advancement…unsuccessful or other conditions are meet. See, e.g., § 607.0850(6); In re Adelphia Commc’ns Corp., 323 B.R. 345…indemnification of attorney’s fees and costs under section 607.0850, Florida Statutes. The trial court dismissed the…The Supreme Court reversed. It held that section 607.0850 authorizes indemnification of attorney’s fees …virtually identical to the language in section 607.0850. In fact, the management agreement lacks the crucial

Wilson v. Wilson Sr.

Court: Fla. Dist. Ct. App. | Date Filed: 2017-02-15T00:00:00-08:00

Citation: 211 So. 3d 313, 2017 WL 621242, 2017 Fla. App. LEXIS 2029

Snippet: different from those prescribed in ss. 607.0801-607.0850 except as provided in s. 607.1421(4); (

Wendt v. La Costa Beach Resort Condominium Ass'n

Court: Fla. | Date Filed: 2011-06-09T00:00:00-07:00

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

Snippet: agent of another [entity]-” § 607.0850(2), Fla. Stat.; cf. § 607.0850(1), Fla. Stat. (“A corporation … under section 607.0850); Turkey Creek, 766 So.2d at 1247 (“However, [section 607.0850] also provides …in section 607.0850(7) precluded indemnification).4 Furthermore, throughout section 607.0850, the Legislature…the merits or otherwise.” § 607.0850(1), (3), Fla. Stat.; see also § 607.0850(7)(a)-(d), Fla. Stat. (prohibiting…Fla. 1st DCA 2000).1 At issue is whether section 607.0850, Florida Statutes,2 authorizes indemnification

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

Court: Fla. | Date Filed: 2011-06-09T00:00:00-07:00

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

Snippet: provision, section 607.0850. De Saad argues that Banco subjected itself to section 607.0850 by executing an… attorney's fees and costs under sections 607.0850(1) and (3), Florida Statutes....[[2]] After a … statutory indemnification pursuant to section 607.0850 to recover the costs and attorney's fees …or otherwise.'" Id. at 49 (quoting § 607.0850(1), (3), Fla. Stat.). Before the Third District…she cannot satisfy the requirements of section 607.0850, Florida Statutes. Chapter 607, Florida Statutes

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

Court: Fla. Dist. Ct. App. | Date Filed: 2009-09-16T00:00:00-07:00

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

Snippet: corporation. Section 607.0850, Florida Statutes (1999) provides in pertinent part: 607.0850 Indemnification…indemnification for attorney’s fees and costs under sections 607.0850(1) and (3), Florida Statutes (1999). After a lengthy… statutory indemnification pursuant to section 607.0850 to recover the costs and attorney’s fees in defending… question remains, under the terms of sections 607.0850(1) and (3), as to whether or not de Saad’s acquittal…statute, which is strikingly similar to section 607.0850, in a factually similar situation to the present

Wendt v. La Costa Beach Resort Condominium Ass'n

Court: Fla. Dist. Ct. App. | Date Filed: 2009-06-17T00:00:00-07:00

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

Snippet: indemnification claim upon various provisions of section 607.0850, Florida Statutes (2007), entitled "Indemnification…remaining language in bylaws article XII and section 607.0850 into a vehicle for recovering their attorney&#…1032-33 (Fla. 4th DCA 2006) (pursuant to section 607.0850, trial court should have awarded attorney'… DCA 2000), which states: We note that section 607.0850 is more likely to be applied when [a] corporate

O'BRIEN v. Precision Response Corp.

Court: Fla. Dist. Ct. App. | Date Filed: 2006-12-05T23:53:00-08:00

Citation: 942 So. 2d 1030

Snippet: indemnification agreement and on the basis of section 607.0850, Florida Statutes, for the advancement of expenses…; O'Brien also cited and relied on section 607.0850(3), governing the indemnification of officers,…by him or her in connection therewith." § 607.0850(3), Fla. Stat. (2005). At the hearing on his motion

Chatlos Foundation, Inc. v. D'Arata

Court: Fla. Dist. Ct. App. | Date Filed: 2004-08-06T00:53:00-07:00

Citation: 882 So. 2d 1021

Snippet: pursuant to section 607.0850. Her claim was dismissed on the basis that section 607.0850 was facially inapplicable…. The court concluded: 1. Pursuant to F.S.A. § 607.0850(8) and (9), "indemnification and advancement…directors, employees and agents pursuant to section 607.0850: * * * (8) Indemnification and advancement of …DCA 2003), the third district held that section 607.0850 applied to a foreign corporation qualified to …Florida. On appeal, the court held that section 607.0850 applied to Banco Industrial given the fact that

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

Court: Fla. Dist. Ct. App. | Date Filed: 2003-04-09T00:00:00-07:00

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

Snippet: be read in pari materia with Section 607.0850. Section 607.0850(3) provides: To the extent that a director…statutory indemnification claim which, under Section 607.0850, Florida Statutes (2000), sought to recover the…, Florida Statutes (2000). We reverse. Section 607.0850 applies to BIV Miami given the fact that it is…” the use of the term “corporation” in Section 607.0850(3) necessarily is limited to domestic corporations…directly analyzing the applicability of Section 607.0850, Florida Statutes to a foreign corporation qualified

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

Court: Fla. Dist. Ct. App. | Date Filed: 2000-09-25T00:53:00-07:00

Citation: 766 So. 2d 1245

Snippet: court entered a final order pursuant to section 607.0850(9), Florida Statutes, requiring Turkey Creek to… the statute and we therefore reverse. Section 607.0850(9), Florida Statutes (1993) provides that the …awarded under the statute. We note that section 607.0850 is more likely to be applied when corporate employee

National Portland Cement Co. v. Goudie

Court: Fla. Dist. Ct. App. | Date Filed: 1998-09-09T00:53:00-07:00

Citation: 718 So. 2d 274

Snippet: attorney's fees based on sections 448.08 and 607.0850(3), Florida Statutes (1995), and an indemnification

Investors Ins. Group, Inc. v. Kling

Court: Fla. Dist. Ct. App. | Date Filed: 1998-07-20T00:53:00-07:00

Citation: 712 So. 2d 1258

Snippet: and section 607.0850(3), IIG must indemnify Kling if he meets the criteria of section 607.0850(1). The trial…indemnified appellee, Roger E. Kling, under section 607.0850, Florida Statutes (1995). The issue on appeal … against IIG for indemnification under section 607.0850, Florida Statutes (1995), and IIG's bylaws…authorized to indemnify by statute. Under section 607.0850(1), Florida Statutes (1995), a parent company …request of the parent company. Furthermore, section 607.0850(3), Florida Statutes (1995) provides that in the

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

Court: Fla. Dist. Ct. App. | Date Filed: 1992-07-29T00:53:00-07:00

Citation: 608 So. 2d 822

Snippet: although the matter was raised below. Section 607.0850(1), Florida Statutes (1990), provides for indemnification…the best interests of the corporation. Section 607.0850(2) provides for indemnification if the person …over control during that period of time. Section 607.0850(7) provides in pertinent part: *828 [I]ndemnification…right of a shareholder. We recognize that section 607.0850(3) provides for indemnification to the extent …prevails, but note that the language in section 607.0850(7) specifically refers to the "cause of action