A fiduciary duty is the obligation to put the company ahead of yourself. In a Florida business, partners, officers, directors, and managing members generally owe it, and a breach happens when one of them takes the company's money, its opportunities, or its information and uses it for personal benefit. The most common versions are self dealing, diverting a deal the company should have had, paying personal expenses out of company funds, and hiding financial information from the other owners. What follows depends on whether the harm fell on the company or on you personally, because Florida treats those as two different kinds of claim. This page is general information about Florida law, not advice about your situation.
Tell Aaron what happened
Describe what the other side did and when you found out. Aaron reviews new business disputes personally. Sending information does not create an attorney client relationship, and a conflict check comes first, so please hold your documents until the firm confirms it can look at them. If money is moving right now or a deadline is running, do not rely on a form. Call (305) 672-7495 and ask for Aaron.
When a fiduciary problem becomes urgent
In Florida these matters turn on timing, because assets move faster than lawsuits. Treat it as urgent when any of the following is true.
- Company funds are being transferred, withdrawn, or spent outside the ordinary course
- An officer or partner is steering business to an entity they own
- You have been cut off from books, bank access, or financial reporting
- A sale, refinancing, or major contract is being pushed through without disclosure
- Records, emails, or accounting files are being deleted or a bookkeeper has been replaced
- You have just discovered conduct that may have been running for years
Who owes a fiduciary duty in a Florida business
Florida generally imposes fiduciary duties on the people who control a company rather than on everyone connected to it. That typically includes general partners, corporate officers and directors, and managing members of an LLC. In a closely held Florida company a controlling or majority owner can also owe duties to the minority, which is why oppression and freeze out disputes often travel with a fiduciary claim. An operating agreement or partnership agreement can shape some of these duties, so the documents matter as much as the roles.
What a breach usually looks like
In Florida practice a fiduciary breach almost never announces itself, and it usually surfaces as a pattern in the financials rather than a single event. The recurring fact patterns are these.
| Conduct | What it looks like in the records |
|---|---|
| Self dealing | The company buys from, rents from, or pays an entity the insider owns, often above market. |
| Diverted opportunity | A deal that came to the company is closed personally or through a side entity. |
| Misuse of funds | Personal expenses, travel, family payroll, or unexplained distributions run through company accounts. |
| Information blackout | Financials stop circulating, access is revoked, and requests go unanswered. |
| Competing while inside | An officer or partner builds a competing operation using company staff, clients, or data. |
Direct claims and derivative claims in Florida
Florida separates harm to the company from harm to you, and the distinction decides how the case is brought. If the company was the one injured, for example when funds were drained from its accounts, the claim generally belongs to the company and an owner pursues it derivatively on the company's behalf. If the injury was to you specifically, for example when your distributions alone were cut off or your interest was diluted, the claim is generally direct. Getting this wrong at the start can cost a case months, so it is one of the first questions worth answering.
What the court can be asked to do
Florida courts have more than money damages available in a fiduciary case, which matters when the goal is to stop conduct rather than only to be paid for it. Depending on the facts, the relief sought can include an accounting to trace where funds went, the return of money or property obtained through the breach, an injunction to stop conduct while the case proceeds, appointment of a receiver where the business itself is at risk, and removal of the person from a management role. What is realistically available depends entirely on the documents, the evidence, and the posture, and nothing here predicts a result.
How long you have
Florida gives a limited window for fiduciary claims, generally measured in years rather than months, and the clock can start before you learned of the conduct. Because these breaches are often concealed by design, the date the wrongdoing began and the date it was discovered are frequently different, and which one governs is a fact question. The practical consequence is simple. Delay is expensive, and the further back the conduct runs, the more of it may already be out of reach.
What to have ready
Bring the documents that show authority and money movement in Florida entities, because those two things drive the analysis.
- The operating agreement, partnership agreement, or shareholder agreement with all amendments
- Formation documents and the current ownership breakdown
- Financial statements and tax returns for the period in question
- Bank, credit, and merchant statements showing the transfers at issue
- Board or member minutes, consents, and resolutions covering the disputed decisions
- Emails or messages where the conduct was arranged, approved, or concealed
- Any related party agreements, leases, or invoices involving an insider's entity
Gather these before the consultation. Do not send them until the conflict check is complete.
What typically happens next
A Florida fiduciary matter usually starts with a conflict check run against the other side's name, then a document review, because the agreement often defines the duty that is said to have been breached. From there the decision is one of position rather than paperwork. Sometimes the right first step is a written demand or a records request that forces disclosure. Sometimes the facts justify moving quickly for emergency relief. Many of these disputes resolve once one side sees a documented, traceable account of where the money went, because that record is difficult to argue with. Those that do not resolve proceed as litigation with discovery. Timelines vary with the forum and the facts.
Why Aaron Resnick
More than twenty years litigating Florida business and ownership disputes. Recognized by Super Lawyers for over thirteen years. AV rated. Work referenced in national and Florida press including The New York Times, The Wall Street Journal, and the Miami Herald. You work with Aaron directly rather than being handed to a team.
Related questions Aaron answers
- Can I sue a business partner for taking company money?
- What is a derivative action in a Florida company?
- Can I get an accounting if my partner controls the books?
- What is the difference between fiduciary breach and fraud?
- Can a majority owner be forced to buy out a minority owner?
Reviewed by Aaron Resnick, Esq.
Published July 30, 2026. Last reviewed July 30, 2026.
This page is general information about Florida law, not legal advice, and reading it does not create an attorney client relationship. Every dispute turns on its own documents and timing. For advice about a specific situation, speak with a lawyer.
