Issue: Can corporate defendants can be held directly liable for punitive damages for acts of employees under Florida law?
Area of Law:
Business Organizations & Contracts
Corporate defendants; Punitive damages; Willful and wanton tortious act
654 So. 2d 1158; 92 So. 2d 160; 472 So. 2d 722
Because a corporation can only act through its agents, intentional conduct attributed to a corporation must be committed by its officer, agent or employee. Schropp v. Crown Eurocars, Inc., 654 So. 2d 1158, 1161 (Fla. 1995). A corporate defendant may be liable for punitive damages when an employee or of one of its managing agents commits a willful and wanton tortious act. Seeid. at 1159. If the person who committed the tort is a managing agent or holds a policy-making position within the corporation, the tortious conduct is attributed directly to the corporation. Seeid. at 1160-61; Winn Dixie Stores, Inc. v. Robinson, 472 So. 2d 722, 724 (Fla. 1985).
Florida has no set definition of "managing agent," but its supreme court has announced factors indicating such managerial control. A managing agent must be in charge of, and have management responsibility over, some branch of the corporation’s business. The management role requires the agent to exercise independent judgment and discretion. Seaboard Air Line R.R. v. Ford, 92 So. 2d 160, 168 (Fla. 1955). Even low-level management employees, such as an assistant grocery store manager, wield sufficient authority to be considered a managing agent. See, e.g., Schropp, 654 So. 2d at 1160, 1161.
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