Pain Reduction Concepts, Inc. v. Frisbie
Pain Reduction Concepts, Inc. v. Frisbie
Opinion of the Court
Appellant, Pain Reduction Concepts, Inc., appeals a final judgment entered in favor of Appellee, Adam K. Frisbie, and argues that the trial court erred in determining that Mr. Frisbie resigned from Appellant on February 25, 2010, and that he did not breach his fiduciary duty to the corporation. For the reasons that follow, we agree that the trial court erred and, therefore, reverse the final judgment and remand for further proceedings.
Appellee Frisbie was a 49% stockholder, officer, and director of Appellant, which was in the business of providing pain reduction and edema control. Roger Bowers
Following the bench trial on the issue of liability, the trial court entered an order finding no breach of fiduciary duty on Frisbie’s part and a final judgment in Fris-bie’s favor. In interpreting section 607.0842(1), Florida’s statute pertaining to the resignation of corporate officers, the trial court looked to Delaware case law interpreting Delaware’s corporate resignation statutes
The issue of statutory interpretation is a question of law reviewable de novo. J.M. v. Gargett, 101 So.3d 352, 356 (Fla. 2012). In construing a statute, an appellate court must first consider the plain meaning of the language used. Id. When the language is unambiguous and conveys a clear and definite meaning, that meaning controls unless it leads to an unreasonable result or is clearly contrary to legislative intent. Id.
Section 607.0842(1), Florida Statutes (2009), provides that “[a]n officer may resign at any time by delivering notice to the corporation” and that “[a] resignation is effective when the notice is delivered unless the notice specifies a later effective date.” Section 607.0807, Florida Statutes (2009), provides that “[a] director may resign at any time by delivering written notice to the board of directors or its chair or to the corporation” and that “[a] resignation is effective when the notice is delivered unless the notice specifies a later effective date....” (Emphasis added). Although both provisions became effective in 1990, no Florida case has addressed either statute.
As used in chapter 607, which addresses the Florida Business Corporation Act, the terms “deliver” and “delivery” mean “any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and electronic transmission.” § 607.01401(7), Fla. Stat. (2009). “Notice” under chapter 607 must be in writing unless oral notice is “[e]xpressly authorized by the articles of incorporation or the bylaws, and [is] [Reasonable under the circumstances.” § 607.0141(l)(a)-(b), Fla. Stat. (2009). Notice by electronic transmission constitutes written notice. § 607.0141(1), Fla. Stat. (2009). If chapter 607 prescribes notice requirements for particular circumstances, those requirements govern. § 607.0141(7), Fla. Stat. (2009).
Although the trial court was correct in noting that Florida courts may rely on Delaware law to construe Florida corporate law, we have also explained that Florida courts are tasked with giving statutory language effect without resort to any canon of construction, if possible. See Batur v. Signature Props, of Nw. Fla., Inc., 903 So.2d 985, 994 n. 18 (Fla. 1st DCA 2005). While the trial court is correct that the statutes do not provide that an officer or director “shall” resign by delivering notice, such language would place the emphasis on requiring resignation rather than on the necessary method of resignation if an officer or director chooses to resign. We conclude that Florida’s corporate resignation statutes, along with the statutory definitions of “deliver” and “notice,” clearly and unambiguously provide the methods of resignation for corporate officers and directors. As such, reliance on Delaware law in this context is unnecessary.
With respect to the facts of this case, Appellee Frisbie was both an officer and director of Appellant. As a director, Fris-bie had to deliver written notice to Appellant of his resignation pursuant to section 607.0807.
Accordingly, we REVERSE the final judgment and REMAND "with instructions that the trial court determine whether Ap-pellee Frisbie breached any fiduciary duty to Appellant prior to his resignation.
. See Del. Code Ann. tit. 8, § 141(b) ("Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation.”); Del. Code Ann. tit. 8, § 142(b) ("Any officer may resign at any time upon written notice to the corporation.")
. See Gen. Video Corp. v. Kertesz, C.A. No. 1922-VCL, 2008 WL 5247120 (Del.Ch. Dec. 17, 2008); Dionisi v. DeCampli, No. 9425, 1995 WL 398536 (Del.Ch. June 28, 1995); Bachmann v. Ontell, No. 7805, 1984 WL 8245 (Del.Ch. Nov. 27, 1984).
. Although section 607.0842(1) pertaining to officer resignation does not specifically require the delivery of written notice, notice under chapter 607 must be in writing unless oral notice is expressly authorized by a corporation’s articles of incorporation or the bylaws and is reasonable under the circumstances. See § 607.0141(l)(a)-(b), Fla. Stat. (2009). Appellant’s articles of incorporation make no mention of notice, and its bylaws were not included in the record.
. Although not dispositive of our decision, we note that even if Frisbie had been able to orally resign from Appellant, competent, substantial evidence does not support the trial court's determination that he did so during the February 25, 2010, meeting with Bowers. Neither of the parties advocated for such a finding below. They instead acknowledged that the resignation occurred subsequent to the meeting. Moreover, this was not a situation like those addressed in the Delaware cases cited by the trial court where Frisbie told Bowers ’that he wanted nothing more to do with Appellant. Rather, Frisbie wanted to expand his role in the corporation.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.