The 2023 Florida Statutes (including Special Session C)

Title XXXVI
BUSINESS ORGANIZATIONS

Chapter 607
FLORIDA BUSINESS CORPORATION ACT

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F.S. 607.1331

607.1331 Court costs and counsel fees.—

(1) The court in an appraisal proceeding shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the shareholders demanding appraisal, in amounts the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(2) The court in an appraisal proceeding may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable:

(a) Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with ss. 607.1320 and 607.1322; or

(b) Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.

(3) If the court in an appraisal proceeding finds that the services of counsel for any shareholder were of substantial benefit to other shareholders similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to such counsel reasonable fees to be paid out of the amounts awarded the shareholders who were benefited.

(4) To the extent the corporation fails to make a required payment pursuant to s. 607.1324, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all costs and expenses of the suit, including attorney fees.

History.—s. 30, ch. 2003-283; s. 98, ch. 2004-5; s. 171, ch. 2019-90.

F.S. 607.1331 on Google Scholar

F.S. 607.1331 on Casetext

Amendments to 607.1331

Arrestable Offenses / Crimes under Fla. Stat. 607.1331

Level: Degree
Misdemeanor/Felony: First/Second/Third

Current data shows no reason an arrest or criminal charge should have occurred directly under Florida Statute 607.1331.

Annotations, Discussions, Cases:

Cases from cite.case.law:

WOODBRIDGE HOLDINGS, LLC, v. PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G. P. III, L. P. L. P. J., 193 So. 3d 2 (Fla. Dist. Ct. App. 2015)

. . . We disagree with appellee Ravenswood’s assertion that section 607.1331 provides a basis for taxation . . .

FORECLOSURE FREESEARCH, INC. a v. SULLIVAN, 12 So. 3d 771 (Fla. Dist. Ct. App. 2009)

. . . Indeed, section 607.1331(1) provides: “[T]he court may assess costs against all or some of the shareholders . . .

R. WILLIAMS F. Jr. a d b a J. C. v. C. STANFORD, Jr. B. a d b a J. C. J. C. a P. A. a, 977 So. 2d 722 (Fla. Dist. Ct. App. 2008)

. . . The court also granted appellees’ motion pursuant to section 607.1331(2)(b), Florida Statutes (2006), . . . The court awarded attorney’s fees to appellees pursuant to section 607.1331(2)(b), Florida Statutes ( . . . We conclude the judge erred in finding otherwise and awarding attorney’s fees pursuant to section 607.1331 . . .