Palma v. South Florida Pulmonary & Critical Care, LLC
Three physician members of an LLC co-signed promissory notes with the bank so the LLC could obtain a line of credit and term loan; after they departed, the LLC sued them for a pro rata share of the outstanding balance on contribution and unjust enrichment theories and won at a bench trial. The Third DCA reversed, holding the physicians were accommodation parties under section 673.4191, Florida Statutes, so the accommodated party (the LLC) has no right of recourse or contribution against them, and that the LLC's governance agreement — which provided only for termination compensation to departing physicians — foreclosed both a contract and an unjust enrichment claim.
Key facts
- Three physician members of an LLC co-signed promissory notes enabling the LLC to obtain a line of credit and term loan from a bank.
- After the physicians departed the LLC, the LLC sued them seeking a pro rata share of the outstanding loan balance on contribution and unjust enrichment theories and obtained a judgment at bench trial.
- +2 more key facts with a free trial
Why it matters
This is a useful, citable clarification for business and commercial litigators: LLC members and corporate officers who personally sign company notes are presumptively accommodation parties, and the entity cannot turn… — full analysis with a trial
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