Wednesday, December 9, 2009

Minority Shareholder Must Utilize Derivative Action -Not Breach Of Fiduciary Duty- Against Majority Shareholder

In Karten v. Woltin (4D08-4057), the Fourth District held:
This appeal presents the question of whether a minority shareholder could pursue as a direct action a claim for breach of fiduciary duty against the majority shareholders of a closely held corporation or whether, as the trial court concluded, he was required to file a derivative action. We find that, based on the facts in this case, the appellant was required to utilize a shareholder’s derivative action to pursue his cause of action.
Shareholders may bring a direct suit only “in their own right to redress an injury sustained directly by them individually.” Fort Pierce Corp. v. Ivey, 671 So. 2d 206, 207 (Fla. 4th DCA 1996).


Post a Comment