Hold Disloyal Partners Accountable with an Orlando Breach of Fiduciary Duty Attorney
Breach of fiduciary duty is when a partner, manager, or officer puts their own interests ahead of the company's—by self-dealing, diverting money, or stealing opportunities. As an Orlando, Florida breach of fiduciary duty attorney, Keough Law traces the harm and recovers what's owed.
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You trusted them with the company—they used it
Your co-owner started a side business serving your customers. The managing member pays himself a “consulting fee” you never approved. A director steered a contract to a company owned by his brother-in-law. Each one is a betrayal of the duties owners and managers owe the business.
Fiduciary duty is the number-one claim in owner disputes, and a core part of our partnership and shareholder dispute practice.
- A partner diverted company money or customers.
- A manager made deals that benefited himself.
- An owner is competing with the company.
- Financial information is being hidden from you.
What a fiduciary claim requires
Florida courts look for a duty, a breach, and damages caused by the breach. The hard part is usually proving what the fiduciary did behind closed doors.
A fiduciary relationship
The defendant owed you or the company a duty of loyalty and care—as a partner, LLC manager or member, director, or officer.
A breach of that duty
Self-dealing, diverting opportunities, competing with the company, concealing information, or grossly mismanaging assets.
Causation
The breach directly caused the harm—not ordinary business risk or a bad decision made in good faith.
Damages
A measurable loss to you or the company, or a profit the fiduciary gained that belongs to the business.
Bad judgment—or bad faith?
Fiduciaries hide behind the business judgment rule, the operating agreement, or the claim that the other owners approved what happened.
None of those protect self-dealing done in secret. We build the record that shows the conflict—and defend owners accused of breaches they didn't commit.
“It was a business call”
- "The business judgment rule protects me"
- "The agreement allowed it"
- "Everyone knew and approved"
- "The company didn’t lose anything"
Follow the conflict
- Undisclosed personal interest in the deal
- No informed approval by the other owners
- Limits on what agreements can waive
- Profits the fiduciary must disgorge
Loyalty is the law
Keough Law pursues fiduciary claims against partners, managers, and officers who put themselves first—and defends owners facing accusations that are really disagreements over strategy. Prior results do not guarantee a similar outcome.
“My partner was quietly running a competing business out of our office. Shaun uncovered it and made sure I was protected.”
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Fiduciary Duty Matter
Remedies built for disloyalty
Fiduciary law reaches beyond ordinary damages, so a disloyal fiduciary can't keep what they took.
Compensatory damages
The losses the company or you suffered because of the breach.
Disgorgement
The fiduciary’s profits from the breach, returned even if the company can’t show a loss.
Accounting & constructive trust
A full accounting of the money, and a trust over specific assets that were taken.
Punitive damages
Available for intentional misconduct, with the court’s permission.
From suspicion to recovery
Get the records
We use statutory inspection rights and demand letters to obtain books, bank statements, and communications.
Trace the breach
With a forensic accountant where needed, we follow the money—related-party deals, diverted revenue, and hidden payments.
Choose the claim
We decide whether to sue directly or derivatively on the company’s behalf, and pair fiduciary claims with fraud or civil theft.
Recover & resolve
Damages, disgorgement of profits, an accounting, or removal—often as leverage for a buyout or business divorce.
Start with the records
Fiduciary litigation is billed hourly. Most matters begin with a records demandand forensic review, so you know what happened—and what it's worth—before committing to a lawsuit.
Your free initial consultation is general only—a chance for us to understand your situation and whether it's a matter we can take on.
Every claim, pleaded together
You work directly with Shaun Keough. Fiduciary breaches often come with civil theft and fraud claims, and frequently end in a business divorce. We handle all of it within our business litigation practice.
Fiduciary duty questions
What is breach of fiduciary duty?
A breach of fiduciary duty happens when someone who owes a duty of loyalty and care—such as a business partner, LLC manager, director, or officer—acts in their own interest instead of the company’s or the other owners’. Under Florida law, the claim generally requires a fiduciary duty, a breach of it, and damages caused by the breach.
Do LLC members owe each other fiduciary duties in Florida?
It depends on how the LLC is managed. Under Florida Statute §605.04091, members of a member-managed LLC and managers of a manager-managed LLC owe the company duties of loyalty and care. The operating agreement can modify some duties, but it cannot eliminate the duty of loyalty entirely or authorize bad-faith conduct.
Should I sue directly or bring a derivative claim?
If the harm was to the company—like diverted revenue or wasted assets—the claim usually belongs to the company and must be brought derivatively, often after a written demand. If you suffered a separate, individual injury, you may have a direct claim. The distinction matters for who recovers and what procedures apply.
What is the business judgment rule?
The business judgment rule protects good-faith business decisions made with reasonable information, even if they turn out badly. It does not protect self-dealing, conflicts of interest, or bad faith—which is why fiduciary cases focus heavily on evidence of loyalty breaches rather than poor results.
How long do I have to sue for breach of fiduciary duty in Florida?
Florida generally applies a four-year statute of limitations to breach of fiduciary duty claims. Concealment can affect when the clock starts, but evidence disappears and assets move, so it’s best to act as soon as you suspect a problem.
Ready to protect
what you've built?
Schedule a free initial consultation. We'll learn about your situation and whether it's a matter we can take on.