Florida Statute 607.1331 - Full Text and Legal Analysis

The 2025 Florida Statutes

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

View Entire Chapter

607.1331 Court costs and counsel fees.—

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or

(b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including attorney fees.

History.—s. 30, ch. 2003-283; s. 98, ch. 2004-5; s. 171, ch. 2019-90.

F.S. 607.1331 on Google Scholar

F.S. 607.1331 on CourtListener

Amendments to 607.1331

Annotations, Discussions, Cases:

Cases Citing Statute 607.1331

Total Results: 4 | Sort by: Relevance | Newest First

Copy

Foreclosure FreeSearch, Inc. v. Sullivan, 12 So. 3d 771 (Fla. 4th DCA 2009).

Cited 13 times | Published | Florida 4th District Court of Appeal | 2009 Fla. App. LEXIS 3866, 2009 WL 1139252

...M/S complain, however, that because they have been deprived of access to FFS's financial records, they cannot make a good faith estimate of the value of the company. They fear that the court could tax them with attorney's fees, should their estimate of value be rejected through the process. Indeed, section 607.1331(1) provides: "[T]he court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in g...

Copy

Williams v. Stanford, 977 So. 2d 722 (Fla. 1st DCA 2008).

Cited 4 times | Published | Florida 1st District Court of Appeal | 2008 WL 762483

...ring, granted the Stanfords' and Henderson Keasler's motions for attorney's fees pursuant to section 57.105, Florida Statutes (2006), on the ground that counts IV and V were essentially frivolous. The court also granted appellees' motion pursuant to section 607.1331(2)(b), Florida Statutes (2006), for attorney's fees that accrued during the declaratory action regarding appellants' appraisal rights....

...Appellants have also appealed the award to appellees of attorney's fees incurred during the declaratory action, at the conclusion of which the court determined that election as to some shares does not constitute a valid exercise of the appraisal right. The court awarded attorney's fees to appellees pursuant to section 607.1331(2)(b), Florida Statutes (2006), which provides that, in an appraisal proceeding, the court may assess fees against the shareholder demanding appraisal "if the court finds that the party ....

...eking to clarify their rights in respect of appraisal and a simultaneous shareholder-derivative action, acted "arbitrarily, vexatiously, or not in good faith." We conclude the judge erred in finding otherwise and awarding attorney's fees pursuant to section 607.1331(2)(b), Florida Statutes (2006)....

Copy

Woodbridge Holdings, LLC v. Prescott Grp. Aggressive Small Cap Master Fund, G.P., 193 So. 3d 2 (Fla. 4th DCA 2015).

Cited 2 times | Published | Florida 4th District Court of Appeal | 2015 Fla. App. LEXIS 11964, 2015 WL 4747174

...ent domain cases). Because the accountants at the CPA firm were consulting experts and not testifying experts, those expenses should not have been taxed. 127 So.3d 576, 579 (Fla. 4th DCA 2012). We disagree with appellee Ravenswood’s assertion that section 607.1331 provides a basis for taxation of such costs regardless of the Uniform Guidelines....

Copy

Woodbridge Holdings, LLC v. Prescott Grp. Aggressive Small Cap Master Fund, G.P., Ravenswood Investments III, L.P., The Ravenswood Inv. Co., L.P., William J. Maeck (Fla. 4th DCA 2015).

Published | Florida 4th District Court of Appeal

...Because the accountants at the CPA firm were consulting experts and not testifying experts, those expenses should not have been taxed. 127 So. 3d 576, 579 (Fla. 4th DCA 2012). We disagree with appellee Ravenswood’s assertion that section 607.1331 provides a basis for taxation of such costs regardless of the Uniform Guidelines....

This Florida statute resource is curated by Graham W. Syfert, Esq., a Jacksonville, Florida personal injury and workers' compensation attorney. For legal consultation, call 904-383-7448.