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Does a Florida Minority Shareholder in a Closely Held Corporation Owe a Fiduciary Duty to Fellow Shareholders?

International Law

You and your friends form ABC Corp. After a lot of hard work, effort, and time, ABC Corp. becomes very profitable and you and your friends make lots of money. So much money that one of your friends decides that being a 25 percent shareholder in ABC Corp., is not enough. Your friend decides to form another company that will compete against ABC Corp., while retaining his stock interest in ABC Corp. What is your recourse? Does your former friend, a minority shareholder, owe a fiduciary duty to ABC Corp., and the other shareholders?

In Florida, the answer is not clear, and the direction the courts seem to have taken may surprise you. While much has been written about the fiduciary duties owed by officers and directors in corporations and the duties of majority shareholders or controlling shareholders in both publicly held and closely held corporations, comparatively little has been said about the minority shareholder’s obligations to his fellow shareholders in a closely held corporation.

Instinctively, one would think that because of the unique attributes of a closely held corporation and the perceived common analogy of such corporations to partnerships that the answer would be in the affirmative and that such a duty should be recognized and imposed upon the minority shareholder in this type of corporation. Indeed, this appears to be the direction that the Massachusetts courts have taken on this subject beginning with the decision of Donahue v. Rodd Electrotype Co. of New England, Inc., 367 Mass. 578, 328 N.E. 2d 505 (1975), and the line of cases that have followed in that state. Instead, in Florida, it appears that cases analyzing whether minority shareholders owe a fiduciary duty to a corporation or to the other shareholders are sparse and they appear to leave more room for debate on the subject.

The focus of this article is to highlight for the reader the view that some of the Florida courts have adopted on this subject and to see how they compare with the decisions of the Massachusetts1 courts, specifically, the Donahue decision and its progeny.

Fiduciary Duty to the Corporation and to Minority Shareholders
Typically, the subject of fiduciary duty2 owed to a corporation or other shareholders arises in the context of the duty owed by the corporation and/or its majority or controlling shareholders to the minority shareholders of the corporation.3 As a general rule, controlling shareholders or majority shareholders owe a fiduciary duty to the minority in all corporations, including publicly held corporations.4 This seems logical, since while on the one hand “[t]he majority has the right to control,” on the other hand, when it does, it “occupies a fiduciary relation toward the minority, as much so as the corporation itself or its officers and directors.”5 Accordingly, majority control brings with it a fiduciary duty to deal fairly with the minority and to avoid managing the corporation in the majority’s sole interest or in a manner that oppresses the other shareholders or commits a fraud upon their rights.6

The fiduciary duties owed by majority or controlling shareholders, however, may not necessarily extend to the sale of stock. Florida courts, for instance, have held that the majority stockholder has no duty to a minority shareholder in the sale of stock even when the stock is sold at a premium or constitutes a controlling interest.7

Unique Attributes of a Closely Held Corporation
A closely held corporation is usually identified as one which has no “trading market for its shares” and which often (but not always) has only a few shareholders.8 The three most common characteristics of this type of corporation include: 1) a small number of stockholders; 2) no ready market for the corporate stock;9 and 3) substantial majority stockholder participation in the management, direction, and operations of the corporation.10

With such characteristics, the closely held corporation resembles a partnership. Indeed, some authorities would go so far as to describe the closely held corporation as akin to an “incorporated” or “chartered” partnership.11

It is the tendency to analogize the closely held corporation to a partnership which accounts for the Massachusetts approach that minority shareholders in closely held corporations owe a fiduciary duty to their fellow shareholders. Likewise, it may be the Florida courts’ tendency to criticize this same analogy that appears to account for the controversy in Florida as to whether such a duty exists with respect to minority shareholders.12

Massachusetts Law Appears to Recognize a Fiduciary Duty
Donahue v. Rodd Electrotype Co. of New England, Inc.,13is the leading case in Massachusetts supporting the view that all shareholders of a closely held corporation are fiduciaries to one another. In this case, Donahue, a minority stockholder in a closely held corporation brought suit against the directors of the corporation, against a former director, officer, and controlling shareholder of the corporation and against the corporation itself seeking to rescind the corporation’s purchase of the former stockholder’s shares.14 Donahue argued that the defendants caused the corporation to purchase the former director, officer, and controlling stockholder’s shares in violation of their fiduciary duty to her, a minority stockholder, because the defendants failed to grant her an equal opportunity to sell her shares to the corporation on the same terms.15 The court agreed with the minority stockholder and, noting the distinguishing characteristics of closely held corporations, held that the stockholders in a close corporation owed each other the same fiduciary duty as is owed by one partner to another in a partnership. The court further held that the controlling stockholders’ authorization of the purchase of stock by the corporation from themselves without granting an equal opportunity to minority stockholders constitutes a breach of that fiduciary duty.16 This has become known as the “equal opportunity” principle.

The Donahue “equal opportunity” principle rests upon three main premises: 1) the Donahue holding was explicitly limited to “close corporations”;17 2) Donahue likened the closely held corporation to a partnership;18 and 3) because of the partnership analogy, Donahue warned that the fiduciary duty owed by shareholders in a closely held corporation is owed by all of the shareholders and not only majority shareholders.19

According to Donahue, most closely held corporations are “really like partnerships, between two or three people who contribute capital, skills, experience and labor.”20 In the court’s opinion, the relationship among the stockholders in a close corporation is just like that of partners in a partnership, meaning that if the enterprise is to succeed, then the relationship must be one of “trust, confidence and absolute loyalty.”21

As the court explained, “[b]ecause of the fundamental resemblance of the close corporation to the partnership, the trust and confidence which are essential to this scale and manner of enterprise, and the inherent danger to minority interests in close corporation,” the “stockholders in a close corporation owe one another substantially the same fiduciary duty22 in the operation of the enterprise that partners owe to one another.”23

Significantly, even though the facts and the issue in the Donahue case were based on whether the majority or controlling shareholders breached their duties to the minority, in a powerful dictum, the court stressed that its holding was not limited to majority stockholders. In a footnote, the court explicitly stated: “We do not limit our holding to majority stockholders. In the close corporation, the minority may do equal damage through unscrupulous and improper ‘sharp dealings’ with an unsuspecting majority.”24

While dictum, the court’s statement in footnote 17, appeared to create a rule in Massachusetts that minority shareholders in a closely held corporation owe a fiduciary duty to the corporation and to the other shareholders of the corporation, including the majority shareholders.25 This judicially developed rule that all shareholders in a close corporation may owe fiduciary duties to one another has also become known as the “shareholder-fiduciary rule,” and according to some authorities, it embodies the majority view held in the United States.26

Smith v. Atlantic Properties, Inc., 12 Mass. App. Ct. 201, 422 N.E. 2d 798 (1981), is the first Massachusetts case to apply what has become known as the Donahue standard to a minority shareholder. In Smith, the minority shareholder in a closely held corporation had a veto power to refuse to vote for a distribution. When the minority shareholder refused to agree to a distribution of dividends because nondistribution was personally beneficial to him, the majority shareholders brought suit against him based on breach of fiduciary duty.27 The court held that the majority shareholders were entitled to seek protection from the actions of the minority shareholder whose action was detrimental to the corporation and to the other shareholders.28 Interestingly, while Smith appears to be the first decision to have applied the Donahue standard of imposing a fiduciary duty on all shareholders in close corporations, the minority shareholder in Smith was not just a shareholder, but one in a position of control. Specifically, while it applied the Donahue reasoning, Smith recognized that although the minority shareholder had a minority ownership interest in the corporation’s stock, that same shareholder was nevertheless in a controlling position with respect to the veto provision contained in the corporation’s charter. Also, even though the veto provision was inserted to protect the minority, in that case it had the effect of making the minority an “ad hoc controlling interest.”29 Accordingly, Smith held that the minority shareholder should be held to the same standard as that which is applied to the majority.30

Zimmerman v. Bogoff, 402 Mass.650, 524 N.E. 2d 849 (1988), also followed Donahue and applied the partnership analogy to close corporations. In Zimmerman, the plaintiff and defendant were both 50 percent shareholders in a corporation and held the position of treasurer and president respectively.31 The court in that case held that the defendant who controlled the “purse strings of the enterprise,” breached his fiduciary duty when he used that power to “withhold substantial sums of money legitimately due” the plaintiff’s corporation and “to confiscate” the corporation’s “tools, good will, and other assets for the use of his own secretly-created corporation.”32

Demoulas v. Demoulas Super Markets, Inc., 424 Mass. 501, 607 N.E. 2d 159 (1997), was the next in line to apply the Donahue reasoning to a group of defendant shareholders who together formed part of a “control group,” and who were held to have breached their fiduciary duty by usurping corporate opportunities.33 A.W. Chesterton Co. v. Chesterton, 128 F. 3d 1 (1st Cir. 1997),then followed in the Donahue line of cases. In that case, the minority shareholder of a close corporation sought to transfer a portion of his stock to two other shell corporations personally owned by him.34 The majority shareholders of the corporation brought suit to enjoin him from doing so and alleged that the minority shareholder was breaching his fiduciary duty to the other shareholders and to the corporation because, among other things, the transfer of the stock would have the effect of causing the corporation to lose its Subchapter S status.35 Chesterton, citing to Donahue as well as its family of cases including Smith and Zimmerman, held that the defendant minority shareholder owed a fiduciary duty to the corporation and the other shareholders and that the plaintiffs succeeded on the merits of their breach of fiduciary duty claim.36

The line of cases that followed Donahue, such as Smith, Zimmerman, and Demoulas37 (with the exception of perhaps Chesterton where the court implied that the defendant did not exert control over the corporation) also further refined the Donahue ruling. That is, in these subsequent cases, the minority shareholders all maintained some position of control and were not just shareholders with a minority interest in the stock of the corporation.

Donahue was further refined by the case of Wilkes v. Springside Nursing Home, Inc., 370 Mass. 842, 353 N.E. 2d 657 (1976), which is often cited as the case that carved out an exception to the Donahue ruling.38 Wilkes recognized that the “controlling group” of shareholders in a closely held corporation must have some room to maneuver in establishing the corporation’s policy if it can show a legitimate business purpose for its action. Under these circumstances, it will not be held to have violated its fiduciary duty,39 unless, of course, the “complaining shareholder(s) could demonstrate that the same business objective could have been achieved through a less harmful course of action.”40 Naturally, while it can be said that the Wilkes decision “fashioned” an exception to Donahue,41 it nevertheless appears to constitute further support for the Donahue reasoning that a fiduciary duty is owed by a minority shareholder (indeed all shareholders) in a close corporation.

In fact, regardless of whether one views the decisions of Smith, Zimmerman, Demoulas, and Wilkes as refining and/or carving out exceptions to Donahue, one thing appearsclear: Donahue and its family of cases support the Massachusetts approach that fiduciary duties in a close corporation are based not on the percentage of ownership but rather on the unique features of a close corporation and its striking resemblance to partnerships.

The Current View in Florida
The Florida decision of Tillis v. United Parts, Inc., 395 So. 2d 618 (Fla. 5th DCA 1981), seemed to agree with the Donahue approach. In Tillis, the court was concerned with the minority shareholders’ complaints against the majority shareholders. Even so, the court seemed to recognize that all shareholders in a close corporation owe each other a fiduciary duty. Indeed, Tillis specifically cited to Donahue with approval, including Donahue’s espousal of the partnership analogy.42 At first glance, therefore, one could easily presume that Florida, like Massachusetts, follows the majority view and that it embraces not only the “equal opportunity principle,” but the partnership analogy as well, in the context of close corporations. Upon closer analysis, however, such an impression may be debatable, at least as far as the current law in Florida is concerned.

First, despite the ruling in Tillis, to date Florida courts have been seemingly reluctant to follow the view that close corporations are analogous to partnerships.43 In fact, the Tillis decision seems at odds with the Florida Supreme Court’s prior rulings in Freedman v. Fox, 67 So. 2d 692 (Fla. 1953). In Freedman, the Florida Supreme Court criticized the premise that a corporation should be treated as a partnership. In that case, two shareholders sought to dissolve a close corporation because of alleged strained relations between them. In declining to dissolve the corporation, the Florida Supreme Court stated:

There is no occasion, either for holding that, after all, the corporation is only a partnership. From the bill itself it is plain that the corporation is in fact a corporation, operating fully as such, and that it is a going concern. Certainly at this late date the respondents cannot be successful in their contention that, after all, the arrangement is a partnership and therefore that a remedy is available to them as partners. The corporation was chartered by the State, contracted and incurred debts as a corporation and in all respects operated in that capacity. Apparently, it is only when dissension arises that the respondents become dissatisfied with their position as stockholders.44

To the extent that the Tillis decision embraced the Donahue reasoning which explicitly applied the partnership analogy, then it would seem that Tillis is at odds with the Florida Supreme Court’s view on the subject.

Second, Florida’s definition of a fiduciary duty appears to raise the question of the application of such a duty to minority shareholders who are merely shareholders without being in a position to exert control over any other shareholder or the corporation. For example, in In re N & D Properties, Inc.,799 F.2d 726 (11th Cir. 1986), the court recognized that the minority shareholder owed a fiduciary duty to the corporation, and later the corporation’s creditors once the corporation was in the zone of insolvency, because the minority shareholder was an insider involved in the management of the corporation.45 That decision may leave the impression that in Florida, there is no fiduciary duty or obligation due from a minority shareholder to the corporation or to other shareholders unless that shareholder is also a director, officer, or controlling insider.46 Indeed, the very definition of a fiduciary duty adopted in that case lends support to this view. According to the court in N&D Properties, “[A] fiduciary, under general corporate theory, includes an officer, director, agent, majority shareholder or a minority shareholder exercising actual control over the corporation.”47

Third, Florida courts traditionally have followed Delaware courts in the area of corporate law.48 Unlike Massachusetts, Delaware has been deemed an adherent of the minority view held in the United States; a view that rejects the approach that courts should “fashion a special judicially-created rule” for minority investors or shareholders or that close corporations should be treated differently.49 Given the tendency of Florida courts to follow Delaware corporate law, some might argue that it would not seem unreasonable that Florida too would follow Delaware and ascribe to the minority view.

The most recent statement by the Florida courts on the subject of shareholders in close corporations is found in the decision of Zold v. Zold, 880 So. 2d 779 (Fla. 5th DCA 2004). Zold dealt with a dissolution of marriage, but on appeal, the court was called upon to determine the husband’s percentage of ownership of capital stock in a close corporation in which the husband was one of two shareholders.50 Zold concluded that the lower court was correct in attributing a 57.15428 percent of stock ownership in the close corporation to the husband.51 As part of its reasoning, the court stated:

When a corporation has more than one shareholder, an officer/shareholder has a fiduciary duty to all shareholders. The corporation is not the personal piggy bank for any one shareholder simply because that shareholder may have a controlling interest in the corporation and is also the executive officer.52

While the court recognized that a shareholder in a close corporation owes a fiduciary duty to all shareholders, the extent to which one could extrapolate from this that the court embraced the “shareholder-fiduciary rule,” as that was developed by Donahue and its progeny (now the majority view in the United States) remains open for debate. For instance, in Zold, the husband was not deemed a minority shareholder because he owned over 57 percent of the stock in the close corporation and, as chief executive officer of the corporation, he was also a controlling shareholder.53 As a controlling shareholder and a majority shareholder, the husband in Zold did not fit the profile of the minority shareholder described in Donahue and its progeny. Moreover, the Florida Supreme Court has recently agreed to take jurisdiction over the Zold case and while oral argument was scheduled for April of this year, a final ruling from the court is still pending.54

The view that a minority shareholder in a close corporation owes a fiduciary duty to the corporation and the other shareholders is a controversial one. Perhaps this is because, as some commentators point out, the fiduciary duty owed by shareholders is a heightened fiduciary duty and in some ways a more demanding “standard of conduct than is required by the fiduciary duty which directors and officers owe to a corporation and its shareholders.”55

The Donahue decision first recognized a duty on all shareholders, including a minority shareholder. The cases that followed, such as Smith, Zimmerman, and Demoulas refined Donahue by applying a fiduciary duty to minority shareholders who were in a position of control. Wilkes further refined Donahue by providing that while a minority shareholder owes a fiduciary duty to other shareholders in close corporations, if he is a controlling shareholder and his action was based on a legitimate business purpose, then he will not be deemed to have breached his fiduciary duty to other shareholders and the corporation. Some commentators believe that with the subsequent refinements, it would be more accurate to state that the fiduciary duty is imposed upon all minority shareholders in a close corporation who are involved in management and operations.56 Regardless of the refinements, Massachusetts law seems willing to recognize that because of the special nature of a close corporation, a minority shareholder in a close corporation should also owe a fiduciary duty to the corporation and his fellow shareholders. This view, according to some commentators, appears to rest upon the basic premise apparently recognized by Massachusetts courts, that a close corporation is analogous to a partnership, and, therefore, the fiduciary duty owed by all shareholders of a close corporation is that of a partner. Other states have joined Massachusetts in this approach to close corporations and some commentators believe that this has become the majority view in the United States.57 It also appears, at least thus far, that Florida courts may not have fully embraced this view, although the position remains unclear. Certainly, there appears sufficient room to argue from either side of the spectrum.

Given the current uncertainty under Florida law on the subject, and given that even some of the supporters of the “shareholder-fiduciary rule” would limit the fiduciary duty to minority shareholders involved in the management of the corporation, perhaps the best protection for the typical minority shareholder is a pre-planned definitive shareholders’ agreement. While a shareholders’ agreement is certainly not fool-proof, if carefully drafted, the shareholders’ agreement can spell out the duties owed by and among all shareholders of the close corporation and provide useful and appropriate remedies for each of them.

1 Massachusetts was selected for the focus of this article because, as various commentators have readily observed, the leading decision regarding the existence of a fiduciary duty on all shareholders (majority and minority alike) is the Massachusetts decision in Donahue. Also, the Florida decision of Tillis v. United Parts, Inc., 395 So. 2d 618 (Fla. 5th D.C.A. 1981), one of the early Florida decisions to address this issue cited Donahue with approval.
2 In order to bring an action for breach of fiduciary duty, it must be shown that influence by one party was acquired and abused to the detriment of another party. See Baggett v. Electricians Local 915 Credit Union, 620 So. 2d 784, 786 (Fla. 2d D.C.A. 1993).
3 See, e.g. , Mortellite v. American Tower, L.P., 819 So. 2d 928, 934 (Fla. 2d D.C.A. 2002)(holding that a minority shareholder was entitled to punitive damages award for majority shareholder’s breach of fiduciary duty irrespective of compensatory damages award); see also Biltmore Corp. v. Roque, 291 So. 2d 114, 115 (Fla. 3d D.C.A. 1974)(holding that the controlling shareholders’ actions in raising their own salaries and in purchasing additional newly issued stock thereby watering down the minority shareholder’s stock were a breach of their fiduciary duties to the minority shareholder).
4 See, e.g., Pepper v. Litton, 308 U.S. 295, 306 (1939) (providing that “[a] director is a fiduciary,” and “[s]o is a dominant or controlling stockholder or group of stockholders”).
5 See Southern Pacific Co. v. Bogert, 250 U.S. 483, 487-488 (1919).
6 See Biltmore Corp., 291 So. 2d 114, 115; see also Granicz v. Morse, 603 So. 2d 103, 103 (Fla. 2d D.C.A. 1992) (agreeing that majority shareholders have a fiduciary duty not to use their control of the corporation in their favor to the disadvantage of the minority).
7 See Draper v. Hay, 555 So. 2d 1306, 1306 (Fla. 4th D.C.A. 1990)(holding the majority stockholder owes no fiduciary duty to the minority shareholders with respect to the sale of the majority stock); see also Martin v. Marlin, 529 So. 2d 1174, 1176, 1179 (Fla. 3d D.C.A. 1988) (providing that controlling shareholders breached no fiduciary duty to minority shareholders when they accepted substantial control premium for sale of their shares).
8 James M. Van Vliet Jr. & Mark D. Snider, The Evolving Fiduciary Duty Solution for Shareholders Caught in a Closely Held Corporation Trap, 18 N. Ill. U. L. Rev. 239, 247 (1998).
9 The absence of a public market for the shares held in a closely held corporation is perhaps the most common of the three unique characteristics of such a corporation. See generally Fla. Stat. §607.1436(1); see also Munshower v. Kolbenheyer, 732 So. 2d 385, 385 (Fla. 3d D.C.A. 1999) (stating that in a suit determining the fair market value of a minority shareholder’s stock, the trial court did not err by applying a discount for lack of marketability pursuant to Fla. Stat §607.1436 because the shares of a closely held corporation could not be readily sold in a public market); G&G Fashion Design, Inc. v. Garcia, 870 So. 2d 870, 872 (Fla. 3d D.C.A. 2004) (noting that in most instances, the market value method of valuation is of little significance because the shares of a closely held corporation are not publicly traded and purchase offers for these shares usually come from insiders).
10 Id., citing Donahue, 367 Mass. at 586.
11 Id.
12 Some Florida courts have recognized the informalities of the close corporation. See Etheredge v. Barrow, 102 So. 2d 660, 663 (Fla. 2d D.C.A.)(recognizing the doctrine of permitting close corporations to act informally as an exception to the general rule that directors must act as a board at duly convened meetings); see also Zinger v. Gattis, 382 So. 2d 379, 380 (Fla. 5th D.C.A. 1980) (providing that in a corporation with only two stockholders, the fact that stockholders never held a meeting to authorize the issuance of stock did not necessarily render the stock void). Despite this apparent willingness to recognize the informalities of a close corporation, as outlined in this article, Florida courts do not appear to share this same willingness when it comes to analogizing the close corporation to a partnership
13 See Donahue, 367 Mass. at 578.
14 Id. at 579.
15 I d. at 585.
16 Id. at 599.
17 Id.
18 Id. at 586.
19 Id. at n. 17.
20 Id. at 587, citing Kruger v. Gerth, 16 N.Y.2d 802, 805, 263 N.Y.S.2d 1, 3, 210 N.E.2d 355, 356 (1965) (Desmond, C.J., dissenting).
21 Id. at 587.
22 The Donahue Court cited Judge Cardozo’s definition of a fiduciary. In Meinhard v. Salmon, 249 N.Y. 458, 463-464, 164 N.E. 545, 546 (1828), the then Chief Judge Cardozo of the New York Court of Appeals stated: “Joint adventurers, like copartners, owe to one another, while the enterprise continues, the duty of the finest loyalty. Many forms of conduct permissible in a workday world for those acting at arm’s length, are forbidden to those bound by fiduciary ties…. Not honesty alone, but the punctilio of an honor the most sensitive, is then the standard of behavior.”
23 Id. at 593.
24 Id. at n. 17, citing Helms v. Duckworth, 101 U.S. App. D.C. 390, 249 F. 2d 482 (1957).
25 Vliet & Snider at 247; see also generally, A.W. Chesterton Co. v. Chesterton, 128 F.3d 1 (1st Cir. 1997).
26 Vliet & Snider at 242, 250-251.
27 Id. at 800.
28 Id. at 801.
29 Id. at 802.
30 Id. at n. 9.
31 Id. at 851.
32 Id. at 854.
33 4 24 Mass. 501, 607 N.E.2d 159 (1997), remanded on other grounds by Demoulas v. Demoulas Super Mkts. , 428 Mass. 543, 703 N.E.2d 1141 (1998).
34 Id. at 3.
35 Id. at 4-5.
36 Id. at 6, 8.
37 Id. at 7.
38 Wilkes, 370 Mass. 842, 353 N.E.2d 657 (1976 ); see also Chesterton, 128 F.3d at 7.
39 Wilkes, 353 N.E.2d at 663.
40 Id.
41 Chesterton, 128 F.3d at 7.
42 Id. at 619.
43 Jeffrey M. McFarland, Florida Corporation Law: Proposed Statutory Relief for Oppressed Minority Shareholders in Florida, 46 Fla. L. Rev. 149, 157 (1994).
44 Id. at 693. Following numerous disputes, the parties sought dissolution of the close corporation. The court refused to order the dissolution because: 1) the disputes were not such that there was total failure of the corporation to function properly; and/or 2) dissolution would not be justified on the premise that the corporation should be seen as a partnership.
45 Id. at 732, 734.
46 Id.
47 Id., citing 12B Fletcher, Cyclopedia Corporations §5811 at 156-7 (1984).
48 See, e.g., Int’l Ins. Co. v. Johns, 874 F.2d 1447, n. 22 (11th Cir. 1989)(stating “[We rely with confidence upon Delaware law to construe Florida corporate law. The Florida courts have relied upon Delaware corporate law establish their own corporate doctrines.”) citing Davidson v. Ecological Science Corp., 266 So. 2d 71 (Fla. 3d D.C.A. 1972; De La Rosa v. Tropical Sandwiches, Inc., 298 So. 2d 471 (Fla. 3d D.C.A. 1974); Naples Awning & Glass, Inc. v. Cirou, 358 So. 2d 211 (Fla. 2d. D.C.A. 1978.
49 See Nixon v. Blackwell, 626 A.2d 1366, 1380-1381 (Del. 1993); see also Vliet & Snider at 242 (explaining that with the Nelson decision, Delaware adopted what is now the minority view in the United States).
50 Id. at 779.
51 Id. at 780.
52 Id. at 781.
53 Id.
54 Zold v. Zold, 888 So. 2d 20 (Fla. 2004).
55 Vliet & Snider at 251-252.
56 Id. at 265.
57 Id. at 250-251.

Francesca Russo-Di Staulo of the Miami based firm of Kluger, Peretz, Kaplan & Berlin, P.L., practices with the firm’s litigation and alternative dispute resolution group. Ms. Russo-Di Staulo focuses in the areas of general commercial litigation, surety disputes, transportation, and international transactions and litigation. She graduated summa cum laude from Nova University. She is licensed to practice in Quebec, Canada, and Florida.
Jeff P.H. Cazeau of the Miami based firm of Kluger, Peretz, Kaplan & Berlin, P.L., practices with the firm’s litigation and alternative dispute resolution group. Mr. Cazeau focuses in the area of general commercial litigation. He is a cum laude graduate of the University of Miami School of Law. Prior to attending law school, he served nine years as a commissioned officer in the United States Navy.
This column is sponsored on behalf of the International Law Section, John Henry Rooney, Jr., chair, and Francesca Russo-Di Staulo, chair-elect.

International Law