GABOR & CO., INC., AND AMERICAN RELIANCE INSURANCE COMPANY, APPELLANTS,
v.
FRANK GABOR AND RONALD GABOR, APPELLEES
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Frank and Ronald Gabor sought indemnification from American Reliance and Gabor & Co., Inc. for defending a lawsuit brought by Sussex Mutual Insurance Company alleging conspiracy and interference with contract. The appellate court reversed summary judgment for the Gabors, holding that genuine issues of material fact existed regarding whether the Gabors acted in their capacities as corporate officers, which was a prerequisite to indemnification under Florida law.
The court reversed the partial summary judgment because a genuine issue of material fact existed as to whether Frank and Ronald Gabor acted in their capacities as directors or officers of the corporation. Indemnification under Florida law is contingent on proof that the person seeking indemnification "is or was a director, officer, employee, or agent of the corporation," and this factual question precluded summary judgment.
[1] A genuine issue of material fact regarding whether individuals acted in their capacities as directors or officers precludes summary judgment on a claim for indemnificatio…
[2] Indemnification of a corporate officer or employee is contingent on proof that the person was acting in such capacity during the events giving rise to the legal proceedin…
Previewing 2 of 3 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“indemnification is contingent on proof that the person "is or was a director, officer, employee, or agent of the corporation."”
Establishes the statutory requirement for indemnification eligibility that must be proven as a prerequisite
Previewing 1 of 2 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceFrank Gabor owned Gabor & Company (Gabor 1), a management firm representing insurance companies. Frank decided to sell the business to American Relian…
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BASKIN, Judge.
Gabor & Co., Inc. [Gabor 2] and American Reliance Insurance Company appeal a partial summary judgment. We reverse.
Gabor & Company [Gabor 1], a management firm representing insurance companies operating in the State of Florida, was owned by Frank Gabor. The company employed Ronald Gabor, his son. Gabor 1 represented American Reliance and Sussex Mutual Insurance Company. The agreement between Gabor 1 and Sussex gave Sussex the right to forty-five days’ notice of any intended sale of Gabor 1, allowing Sussex the opportunity to purchase the business.
Frank Gabor decided to sell his business. American Reliance expressed an interest and created Gabor & Company, Inc. (Gabor 2), a wholly owned subsidiary, for the purpose of purchasing Gabor 1. Gabor 2 acquired Gabor 1. Ronald Gabor was engaged as President of Gabor 2. Sussex signed an agency agreement with Gabor 2, identical to its agreement with Gabor 1. Two months later, Gabor 2 determined it would terminate all business with Sussex.
Sussex sued American Reliance, Gabor 2, Frank Gabor and Ronald Gabor for damages resulting from the parties’ alleged conspiracy to defraud Sussex of its Florida business, intentional interference with a contractual relationship, and civil theft. The Gabors cross-claimed against American Reliance and Gabor 2 for indemnity alleging that they had been sued as officers and employees of the companies and were therefore entitled to indemnification. American Reliance, Gabor 2, and the Ga-bors moved for summary judgment against Sussex; the trial court granted the motion. The Gabors moved for summary judgment against American Reliance and Gabor 2, reasserting that their successful defense of the Sussex claim entitled them to indemnification from the companies. The trial court granted the motion and entered a partial summary judgment in the Gabors’ favor. American Reliance and Gabor 2 instituted this appeal.
Although Section 607.014(1), Florida Statutes, provides a corporation the power to indemnify a person involved in a legal proceeding, indemnification is contingent on proof that the person “is or was a director, officer, employee, or agent of the corporation.” Because a genuine issue of material fact exists as to whether Frank and Ronald Gabor acted in their capacities as directors or officers of the corporation during the events which formed the basis of Sussex’s complaint, summary judgment was inappropriate. Moore v. Morris, 475 So. 2d 666 (Fla.1985); Holl v. Talcott, 191 So. 2d 40 (Fla.1966). We therefore reverse the sum mary judgment and remand for further proceedings consistent with this opinion.
Appellant’s remaining points lack merit.
Reversed and remanded.
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Citator
Cited By
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Gabor v. Gabor & Co., Inc., 599 So. 2d 737 (Fla. 3d DCA 1992)…genuine issue of material fact existed as to whether Frank and Ronald Gabor were acting in their capacities as directors or officers of the corporations during the events which formed the basis of Sussex’s complaint. See Gabor & Co., Inc. v. Gabor, 569 So. 2d 817, 818 (Fla.3d DCA 1990). On remand, American moved for partial summary judgment on the Gabors’ indemnity cross-claims. Thereafter, the trial court entered a new summary judgment in Frank Gabor’s favor, but against Ronald Gabor, on their indemnity cro…
Authorities Cited
- Gory Roofing Tile Mfg., Inc. v. Davison, 191 So. 2d 40 (Fla. 1966)
- Moore v. Morris, 475 So. 2d 666 (Fla. 1985)