MYAKKA VALLEY RANCHES IMPROVEMENT ASSOCIATION, INC., ROBERT NEWMAN, LOUIS J. YAMBOR, AND WYATT S. BISHOP, JR., APPELLANTS,
v.
KEITH A. BIESCHKE, GERTRUDE BIESCHKE, DAVID L. FERGUSON, AND CINDY A. FERGUSON, APPELLEES
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
The court held that former directors are entitled to indemnification for expenses reasonably and necessarily incurred to obtain access to corporate records, provided specific findings are met.
Former directors of a nonprofit corporation sought indemnification for expenses related to a lawsuit concerning access to corporate records. The trial…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Florida Patient'S Compensation Fund V. Rowe Standard cases and more on FLexlaw
HALL, Judge.
The appellants contend that the trial court erred in awarding attorney's fees and costs incurred by the appellees in the underlying action to review the association’s corporate books.
We do not agree with this contention as to the association; however, the appellants are correct as far as their contention applies to the individual appellants and any liability is restricted solely to the association. From our examination of the record, particularly the motion for indemnification filed on November 13, 1989, it is evident that the trial court did not abuse its discretion in awarding fees and costs under section 607.014(9)(c), Florida Statutes (1987).
The appellants further point out that the first order does not comply with Florida Patient’s Compensation Fund v. Rowe, 472 So. 2d 1145 (Fla.1985). We agree. It was error for the trial court to enter a final order on attorney’s fees without consideration of the factors set forth in Rowe and a specific finding as to each of the Rowe criteria. Riesgo v. Weinstein, 523 So. 2d 752 (Fla. 2d DCA 1988).
We affirm the order determining entitlement to attorney’s fees and costs. We reverse the order determining the reasonable fee to be awarded and remand for findings and judgment consistent herewith.
CAMPBELL, A.C.J., concurs.
ALTENBERND, J., concurs specially.
ALTENBERND, Judge,
specially concurring.
With some hesitation, I agree that the trial court was entitled to decide that the appellees, as former directors of a nonprofit corporation and as plaintiffs in the trial court, were “fairly and reasonably entitled to indemnification” for their expenses reasonably and necessarily related to this lawsuit “in view of all the relevant circumstances.” § 607.014(9)(c), Fla.Stat. (1987); see § 617.028, Fla.Stat. (1987).
Because this indemnification is primarily a reimbursement for legal fees, I agree that the findings required by Florida Patient’s Compensation Fund v. Rowe, 472 So. 2d 1145 (Fla.1985), must be satisfied in the trial court’s order. I write separately to emphasize that the former directors are only entitled to indemnity for those fees that were reasonably and necessarily incurred to obtain access to the records of this nonprofit corporation. Given that no one disputes that the plaintiffs were members and had been directors of this nonprofit corporation, their right of access to corporate records and the conditions for that access would seem to be reasonably simple issues that could have been resolved in the circuit court in a short amount of time. See §§ 617.041, 607.157, Fla.Stat. (1987).
I do not believe that the former directors are entitled to fees in a broader dispute which has never resulted in a lawsuit— much less a claim on which the plaintiffs have prevailed. Even though the broader dispute has involved discovery in this action, I can see little or no necessity to perform that discovery in the simple dispute over access to records. At least on initial examination, most of the $21,900 awarded in the judgment on appeal appears related to the other dispute. On remand, I hope that the trial court will be able to use the Rowe findings to separate the expenses incurred in the litigation for which the plaintiffs are entitled to indemnity from those arising out of the remaining dispute.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Wendt v. LA Costa Beach Resort Condo. Ass'n, Inc., 64 So. 3d 1228 (Fla. 2011)…award under section 607.0850 to a corporate officer who successfully sued his former corporation for wrongful termination and defended against the corporation’s counterclaim for tortious conduct); Myakka Valley Ranches Improvement Ass’n v. Bieschke, 610 So. 2d 3 (Fla. 2d DCA 1992) (trial court did not abuse its discretion awarding fees and costs under the predecessor to section 607.0850 to former directors for their underlying suit to [*1231] review an association’s corporate books); Alternative Dev., Inc.…
Authorities Cited
- Fla. Patient's Comp. Fund v. Rowe, 472 So. 2d 1145 (Fla. 1985)
- Riesgo v. Ira Weinstein, 523 So. 2d 752 (Fla. 2d DCA 1988)