Concurrence Opinion
specially concurring.
With sоme hesitation, I agree that the trial court was entitled to decide that the appellees, as formеr directors of a nonprofit corporation аnd as plaintiffs in the trial court, were “fairly and reasonаbly entitled to indemnification” for their expenses reаsonably and necessarily related to this lawsuit “in view of аll the relevant circumstances.” § 607.014(9)(c), Fla.Stat. (1987); see § 617.028, Fla.Stat. (1987). Because this indemnification is primarily a reimbursement for lеgal fees, I agree that the findings required by Florida Patient’s Compensation Fund v. Rowe,
I write separаtely to emphasize that the former directors arе only entitled to indemnity for those fees that were reаsonably and necessarily incurred to obtain access to the records of this nonprofit corporation. Given that no one disputes that the plaintiffs were mеmbers and had been directors of this nonprofit corрoration, their right of access to corporate records and the conditions for that access would seem to be reasonably simple issues that could have been resolved in the circuit court in a short
I do not believe that the former directors are entitlеd to fees in a broader dispute which has never resultеd in a lawsuit— much less a claim on which the plaintiffs have рrevailed. Even though the broader dispute has involved discovery in this action, I can see little or no necеssity to perform that discovery in the simple dispute ovеr access to records. At least on initial examination, most of the $21,900 awarded in the judgment on appeal appears related to the other dispute. On remand, I hope that the trial court will be able to use the Rowe findings to separate the expenses incurred in the litigаtion for which the plaintiffs are entitled to indemnity from those arising out of the remaining dispute.
Lead Opinion
The appellants сontend that the trial court erred in awarding attorney's fees and costs incurred by the appellees in the underlying action to review the association’s corporate books.
We do not agree with this contention as to the association; however, the appellants are correct as far as their contеntion applies to the individual appellants and аny liability is restricted solely to the association. From our examination of the record, particularly the motion for indemnification filed on November 13, 1989, it is evident that thе trial court did not abuse its discretion in awarding fees and costs under section 607.014(9)(c), Florida Statutes (1987).
The appellants further point out that the first order does not comрly with Florida Patient’s Compensation Fund v. Rowe,
We affirm the order determining entitlement to attorney’s fees and costs. We reverse the order determining the reasonable fee to be awarded and remand for findings and judgment consistent herewith.