BUSINESS ORGANIZATIONS: LIMITED LIABILITY COMPANIES: BREACH OF FIDUCIARY DUTY: CONFLICT OF INTERESTS

McCoy v. Durden, ___ So. 3d ___, 40 Fla. L. Weekly D81 (Fla. 1st DCA December 31, 2014)

When an LLC borrowed $65 million to buy two radio stations in California, its operating agreement was amended to give the lender control over the board of directors and to modify the rules governing conflicts of interest. After the LLC defaulted … Click To Read Full Case Law Review...

BUSINESS ENTITIES: CORPORATIONS: LIMITED LIABILITY COMPANIES: FLORIDA COURT MAY APPOINT ANCILLARY RECEIVER FOR A FOREIGN ENTITY EVEN THOUGH NO RECEIVER HAS BEEN APPOINTED ELSEWHERE

Romay v. Caribevision Holdings, Inc., ___ So. 3d ___, 39 Fla. L. Weekly D1821 (Fla. 3d DCA August 27, 2014)

Two business groups formed a corporation and a limited liability company in Delaware with corporate offices in Miami-Dade County.  When the companies became deadlocked and were unable to hold board meetings, one group sought dissolution of the business entities and … Click To Read Full Case Law Review...

BUSINESS ENTITIES: LIMITED LIABILITY COMPANY: STANDING: MEMBER MUST BRING DERIVATIVE, RATHER THAN DIRECT, ACTION TO ADDRESS WRONGFUL ACTS THAT DEVALUE LIMITED LIABILITY COMPANY  

Dinuro Investments, LLC v. Camacho, ___ So. 3d ___, 39 Fla. L. Weekly D1428 (Fla. 3d DCA July 9, 2014)

Three members formed a limited liability company to develop real property.  The company obtained a bank loan to finance its operations.  When the bank required the members to make additional contributions to the company, only two of them complied.  As … Click To Read Full Case Law Review...

COMMERCIAL LAW: BUSINESS ENTITIES: CORPORATIONS: PARTNERSHIPS: DISSOLUTION: DEADLOCK: INABILITY TO FUNCTION: FRUSTRATION OF PURPOSE    

Fernandez v. Yates, ___ So. 3d ___, 39 Fla. L. Weekly D1291 (Fla. 3d DCA June 18, 2014)

Four doctors built a medical office building.  The building was owned by a corporation that leased the building to a partnership.  Two groups of doctors had a 50% interest in both entities.  One group sued the other to dissolve the entities, appoint … Click To Read Full Case Law Review...

SERVICE OF PROCESS: DOMESTIC CORPORATION: SERVICE ON REGISTERED AGENT: HIERARCHY OF INDIVIDUALS UPON WHOM SERVICE MAY BE MADE: SECTION 48.081, FLORIDA STATUTES

Verabella Falls Condominium Association, Inc. v. Sosa, ___ So. 3d ___, 37 Fla. L. Weekly D79 (Fla. 3d DCA January 4, 2012)

Section 48.081, Florida Statutes, establishes a hierarchy of individuals who may be served on behalf of a private corporation.  In this case, Judge Emas, concurring with a per curiam affirmance, explained that the hierarchy is inapplicable when service … Click To Read Full Case Law Review...