Strazzulla v. Riverside Banking Co., 175 So. 3d 879

Shareholders of Riverside Banking Company sued the Corporation and two Directors for negligent and fraudulent misrepresentation.
Trial court dismissed the amended complaint as a direct action, concluding it should have been derivative.
Bank's assets were largely in a subsidiary, Riverside National Bank, which faced high-risk asset-backed securities.
Directors, members of the Bank’s Investment Committee, allegedly misrepresented the Bank’s holdings at a post-Bear Stearns period.
The buyback program offered shares at $550 each; shareholders allegedly passed on redemption based on misrepresentations.
Bank later collapsed, rendering the Shareholders’ stock in the Corporation essentially worthless; the complaint alleged direct harm and vicarious liability.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether direct action is proper or derivative	Shareholders allege direct harm and special injury to them.	Harm to the Bank and shareholders generally; action should be derivative.	Direct action permitted; two-prong test satisfied.

Dinuro Investments, LLC v. Camacho, 141 So.3d 731 (Fla. 3d DCA 2014) (adopts two-prong test with exception for special duty)
Peters, Citizens National Bank of St. Petersburg v. Peters, 175 So.2d 54 (Fla. 2d DCA 1965) (defines direct vs. derivative with two-prong framework)
Fort Pierce Corp. v. Ivey, 671 So.2d 206 (Fla. 4th DCA 1996) (stockholders may sue for direct injury separate from others)
Chemplex Fla. v. Norelli, 790 So.2d 547 (Fla. 4th DCA 2001) (supports direct action framework)
Karten v. Woltin, 23 So.3d 839 (Fla. 4th DCA 2009) (cites direct vs. derivative framework)
Salit v. Ruden, McClosky, Smith, Schuster & Russell, P.A., 742 So.2d 381 (Fla. 4th DCA 1999) (defines direct action for shareholder)
Braun v. Buyers Choice Mortg. Corp., 851 So.2d 199 (Fla. 4th DCA 2003) (exception: special duty to shareholder permits direct action)