McDonald v. Sealift Terminals, Inc.

District Court of Appeal of Florida

McDonald v. Sealift Terminals, Inc.

505 So. 2d 675, 12 Fla. L. Weekly 1079, 1987 Fla. App. LEXIS 7815

CourtDistrict Court of Appeal of Florida

DecidedApril 21, 1987

DocketNo. BM-307

StatusPublished

This text of 505 So. 2d 675 (McDonald v. Sealift Terminals, Inc.) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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McDonald v. Sealift Terminals, Inc., 505 So. 2d 675, 12 Fla. L. Weekly 1079, 1987 Fla. App. LEXIS 7815 (Fla. Ct. App. 1987).

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PER CURIAM.

This cause is before us on appeal from an order granting a summary final judgment in an action for a conversion, theft, and breach of fiduciary duty. We find there is a disputed issue of material fact regarding appellant’s authority as the sole corporate director to set his own compensation as president, accordingly we reverse the order on appeal.

The rule in Florida is that directors cannot fix their own salaries, as officers, unless expressly authorized to do so by the stockholders or the corporate charter. Flight Equipment & Engineering v. Shelton, 103 So.2d 615 (Fla.1958).

Here the corporate charter did not grant express authority to the Board of Directors to set the salary of the officers; however Article III, Section 7 of appellee’s bylaws states that “officers shall receive such salary, or compensation as may be fixed by the Board of Directors.” Accordingly, appellant’s authority as sole director, to set his own salary, as president, is a disputed issue of fact which precludes entry of summary judgment. Based on the foregoing we reverse and remand for further proceedings consistent with this opinion.

ZEHMER, J. and HALL, J. LEWIS, Jr., Associate Judge, concur. WENTWORTH, J., dissents with opinion.

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PER CURIAM.

This cause is before us on appeal from an order granting a summary final judgment in an action for a conversion, theft, and breach of fiduciary duty. We find there is a disputed issue of material fact regarding appellant’s authority as the sole corporate director to set his own compensation as president, accordingly we reverse the order on appeal.

The rule in Florida is that directors cannot fix their own salaries, as officers, unless expressly authorized to do so by the stockholders or the corporate charter. Flight Equipment & Engineering v. Shelton, 103 So.2d 615 (Fla.1958).

Here the corporate charter did not grant express authority to the Board of Directors to set the salary of the officers; however Article III, Section 7 of appellee’s bylaws states that “officers shall receive such salary, or compensation as may be fixed by the Board of Directors.” Accordingly, appellant’s authority as sole director, to set his own salary, as president, is a disputed issue of fact which precludes entry of summary judgment. Based on the foregoing we reverse and remand for further proceedings consistent with this opinion.

ZEHMER, J. and HALL, J. LEWIS, Jr., Associate Judge, concur. WENTWORTH, J., dissents with opinion.

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505 So. 2d 675, 12 Fla. L. Weekly 1079, 1987 Fla. App. LEXIS 7815, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mcdonald-v-sealift-terminals-inc-fladistctapp-1987.

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