Business Law Section Blog

Mar 22nd, 2019

Obtaining Fair Value For Dissociated, Oppressed Or Redeemed Minority LLC Members In Florida

Florida Statutes mandate that managers and managing members owe a duty of loyalty and a duty of care to the LLC and all its members. Fla. Stat. §608.4225(1). Furthermore, managers must discharge duties and exercise all rights consistent with the obligation of good faith and fair dealing. Fla. Stat. §608.4225(1)(c). Members may enter into an operating agreement to specify reasonable limitations on managerial duties, but the agreement cannot eliminate the duties of loyalty, care, or good faith and fair dealing.

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Oct 22nd, 2018

Navigating Proposals for Settlement When a Complaint Seeks Monetary & Non-Monetary Relief

As most Florida litigators are aware, prevailing party fees are only recoverable when there is a statutory or contractual basis for those fees.  A tactful litigator will often consider serving a proposal for settlement—also referred to as an “offer of judgment” or “demand for judgment”—under Florida Rule of Civil Procedure 1.442 and section 768.79, Florida Statutes, to position his or her client to recover prevailing party attorneys’ fees.  However, Florida law is unsettled on if a proposal for settlement can be used when a complaint includes claims for equitable or declaratory relief (non-monetary relief) and claims for breach of contract or tortious interference (monetary relief).

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