Breach of Fiduciary Duty in a Florida Business
Representing partners, LLC members, shareholders, and directors when the people running a business put themselves first, in Florida and in Washington, D.C., Massachusetts, and New York.
The people who run a business owe the business and its other owners duties the law spells out. A partner owes the partnership loyalty and care. A manager of a Florida LLC owes the company and its members the same. A director of a Florida corporation must act in good faith and in what the director reasonably believes to be the corporation’s best interests. When those duties are broken, the other owners have a claim, and the person accused of breaking them has a defence the same statutes provide. Industria Business Lawyers represents both.
This page explains the duties each Florida entity statute imposes, the conduct that breaches them, the limits on personal liability, the deadlines, and what to bring to the first call. Every statute cited was read on the Florida Legislature’s site on 17 September 2026. Duties in Washington, D.C., Massachusetts, and New York are governed by those jurisdictions’ own statutes, which IBL applies through attorneys admitted there.
Every matter is assessed on its own facts.
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Fiduciary Duty Claims We Handle
Fiduciary claims in a business follow the entity. Florida has a statute for each.
Partners: Chapter 620
Under section 620.8404, Florida Statutes, the only fiduciary duties a partner owes the partnership and the other partners are the duty of loyalty and the duty of care as the statute defines them. The duty of loyalty includes accounting for any property, profit, or benefit derived in the conduct of the partnership business or from partnership property.
LLC Members and Managers: Chapter 605
Under section 605.04091, each manager of a manager-managed LLC and each member of a member-managed LLC owes fiduciary duties of loyalty and care to the company and its members. Under section 605.04093, a manager or member is not personally liable for monetary damages for management decisions unless the statute’s conditions for liability are met, which shapes how these claims are pleaded.
Corporate Directors: Chapter 607
Under section 607.0830, each director must act in good faith and in a manner he or she reasonably believes to be in the best interests of the corporation. Self-dealing, diverted opportunities, and decisions made for one faction’s benefit are the usual claims.
Self-Dealing and Diverted Opportunities
A fiduciary who took a contract, a customer, or a deal that belonged to the business, or who dealt with the business on terms that favoured the fiduciary. The duty of loyalty in each statute reaches this conduct directly.
Hidden Compensation and Improper Distributions
Salaries, bonuses, or distributions taken without authority or in breach of the governing documents. Under section 605.0406, a member or manager who consents to a distribution that violates the LLC statute’s limits, and in doing so fails to comply with the standards of conduct, can be personally liable.
Defending a Fiduciary Claim
Business decisions that turned out badly are not breaches. IBL defends managers, directors, and partners accused of breach, holding the claimant to the statute’s standard and to the liability limits the statute provides.
Direct or Derivative, Deadlines, and Forum
Three questions shape every fiduciary case.
Whose claim is it? A wrong done to the business, such as a diverted opportunity, belongs to the business and is brought derivatively on its behalf by an owner, subject to the demand and standing requirements of the entity statute. A wrong done to an owner personally, such as a denied right to inspect records, is the owner’s direct claim. Many disputes involve both, and the distinction decides who recovers and how the case is pleaded.
The deadlines. Section 95.11, Florida Statutes: four years for any action not otherwise provided for, section 95.11(3)(o), which covers most fiduciary duty claims; four years for fraud, section 95.11(3)(i); five years for a claim on a written instrument, section 95.11(2)(b), where the duty is set out in a written agreement. When the period begins is often the real question, particularly where the conduct was concealed.
The forum. Many partnership, operating, and shareholder agreements require arbitration. Where they do not, the case is heard in circuit court under section 26.012 when the amount in controversy exceeds $50,000, and in county court under section 34.01 when it does not. Courts must refer a filed civil action for damages to mediation on a party’s request under section 44.102.
Remedies. Damages for the loss to the business or the owner, disgorgement of what the fiduciary gained, an accounting, removal, injunctions, and, where the business cannot continue, dissolution or a court-ordered buyout under the entity statute.
Next question: What does a shareholder dispute involve? Then: What does a partnership dispute involve?
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Tell Us About Your Matter
How We Work a Fiduciary Duty Claim
Governing Document and Records Review +
The partnership, operating, or shareholder agreement, the entity’s records, the financial statements, and the correspondence, read together to establish the duty and the conduct.
Direct or Derivative +
Whose claim it is, and the demand and standing steps the statute requires before a derivative claim is filed.
Written Assessment +
The duty, the breach, the defences, the forum, the deadline, the value at stake, and a recommendation.
Records Demand and Preservation +
Books and records demanded under the entity statute; preservation demands where assets or evidence may move.
Filing and Emergency Relief +
A complaint with a request for an injunction, an accounting, or a receiver where the conduct is continuing.
Discovery and Mediation +
Bank and accounting records and depositions of the fiduciaries; court-ordered mediation with the evidence in hand.
Trial and Remedy +
Cases that do not settle are tried; damages, disgorgement, removal, dissolution, or buyout as the facts and the statute allow.
FAQ
01 • Litigation Is a bad business decision a breach of fiduciary duty?
Not by itself. The duties are loyalty and care as the statutes define them, and each statute limits personal liability for ordinary management decisions. A breach is proved by showing self-interest, bad faith, or a failure to meet the standard, from the records.
02 • Litigation Can I sue on behalf of the company?
Yes, derivatively, if the wrong was done to the company and the statute’s demand and standing requirements are met. Whether the claim is direct or derivative is one of the first things IBL decides.
03 • Litigation What if the operating agreement limits the manager's duties?
Chapter 605 allows the operating agreement to modify some duties within limits the statute sets. What the agreement says, and whether it goes beyond what the statute allows, is a question answered from the document.
04 • Litigation What does it cost?
Court fees are public and set by the clerk. How an engagement with IBL is structured depends on the matter. Contact the firm to discuss your situation.
05 • Litigation What should I bring to the first call?
The governing agreement and every amendment, the entity’s financial statements, bank records if you have them, the correspondence in date order, and a one-page timeline of what happened and when you learned of it.
Talk to a Business Fiduciary Duty Attorney
Offices in Miami, Washington, D.C., and New York. Call (202) 860-1210 or send the governing agreement and a short description of the dispute through the form. Every matter is reviewed on its own facts.
This page provides general information about fiduciary duty claims in Florida businesses and does not constitute legal advice. Reading it does not create an attorney-client relationship. Last reviewed 17 September 2026. Florida statutes cited: sections 26.012, 34.01, 44.102, 95.11, 605.0406, 605.04091, 605.04093, 607.0830, and 620.8404, Florida Statutes (2025).