Rappaport v. Scherr
A minority shareholder won a $337,500 bench-trial judgment (plus fees) on derivative claims for breach of fiduciary duty, corporate waste, unjust enrichment, and fraud arising from a concealed $32 million sale of animal hospitals. The Third District reversed entirely, holding the derivative complaint had to be dismissed because the shareholder never made the presuit demand required by section 607.07401(2), Florida Statutes (2017), and that version of the statute recognizes no futility exception.
Key facts
- Minority shareholder of animal hospital company sued derivatively for breach of fiduciary duty, corporate waste, unjust enrichment, and fraud based on a concealed $32 million sale of corporate assets.
- Trial court entered judgment for shareholder for $337,500 plus attorney's fees after a bench trial on the merits.
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Why it matters
This is the clearest Florida appellate statement that, for derivative actions governed by pre-2020 law, section 607.07401(2)'s presuit demand requirement is absolute — no futility excuse, no cure by post-suit demand… — full analysis with a trial
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