You trusted a partner, co-owner or manager with your business, and now something does not add up. If money has gone missing or a deal benefited someone else, you may wonder whether that person put their own interests ahead of yours or the company’s.
Florida law may give you or your business a way to hold them accountable, but proving it takes a clear understanding of what a court looks for.
Who owes you a fiduciary duty in your Florida business?
Florida law places fiduciary duties on certain people by statute. For example, if your LLC is run by designated managers, those managers must act with loyalty and care, and if the owners run it directly, each owner who manages it carries the same obligations.
In both cases, those duties are owed to the company and to its members. Corporate directors primarily owe duties to the corporation; partners also owe duties to the partnership and co-partners, and a common-law duty may arise from a relationship of trust where trust was reposed and accepted to act in your interest.
What counts as a breach of that duty?
Examples of a breach include using company property for personal gain, taking an opportunity that belonged to your company, or competing with it while still involved. A poor business decision alone may not be enough.
When the concern is carelessness, the person generally must have been extremely careless, ignored a known risk, deliberately done wrong, or broken the law while aware of it. The LLC statute also says conduct is not a violation solely because it furthers the person’s own interest.
How do you show the breach caused financial harm?
A claim requires showing that the breach was a direct cause of a loss you can measure, or that the person made profits they should not have and must give them back. A drop in profits or a failed project does not prove this alone, since businesses lose money for many reasons.
It may help to connect specific conduct, such as a diverted payment, to a specific loss your business suffered or to a benefit the person obtained without authorization.
What evidence can you gather to support your claim?
Documents often carry the most weight. Your bank and accounting records may reveal unexplained transfers or payments to companies the person controls. Emails and messages may show what the person knew or intended. Gathering these records early may strengthen your position.
Every situation depends on its own facts and documents. If you suspect someone in your business has acted against its interests, it may help to speak with a business litigation attorney about your options under Florida law.
