A shareholder named in a crash lawsuit against the company

Attorney Answer

Not merely for being a shareholder. Florida keeps a corporation's liabilities separate from its shareholders unless a court disregards the corporation, which requires a showing of improper conduct. But the corporation does not shield anyone from their own wrongs: if you were the driver, own the vehicle, or did something negligent yourself, you can be liable for that whatever your role in the company. Being named in the suit does not mean you will be held liable, but it does mean you must respond to it.

The corporate shield. An S corporation is a federal tax election; for liability purposes it is a corporation like any other. The Florida Supreme Court has held that the corporate veil, the line between a corporation and its owners, may not be pierced absent a showing of improper conduct: Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984). A plaintiff who wants to hold a shareholder responsible for the company's liability has to prove more than ownership.

Your own conduct is different. A Florida appeals court held that a company's sole stockholder and officer could not be sued on the company's contract, or merely as an officer, without grounds to pierce the veil, but could be sued for torts in which that individual personally participated: White-Wilson Medical Center v. Dayta Consultants, Inc., 486 So. 2d 659 (Fla. 1st DCA 1986). The court put the rule broadly: officers and agents are personally liable for torts they commit even when acting for the corporation. So if you drove, or personally did something that helped cause the crash, the claim against you for that is your own.

If you own the vehicle. Florida holds a vehicle's owner responsible for a permissive driver's negligent operation, and the Florida Supreme Court has said that legal title is the most common basis for that liability: Aurbach v. Gallina, 753 So. 2d 60 (Fla. 2000). A natural person who lends a vehicle has capped exposure under Fla. Stat. § 324.021(9)(b)3., but the cap has an exception. Fla. Stat. § 324.021(9)(c)1.:

The limits on liability in subparagraphs (b)2. and 3. do not apply to an owner of motor vehicles that are used for commercial activity in the owner’s ordinary course of business, other than a rental company that rents or leases motor vehicles.

Whether that exception reaches a car titled to you personally but used in the company's business is a fact question for your lawyer.

If the shareholder who sued was working for the company. Florida's workers' compensation law may change the picture. Fla. Stat. § 440.11(1) makes compensation the employer's exclusive liability to an injured employee, and extends the same immunity, with exceptions, to co-employees acting in furtherance of the business when the injured employee is entitled to compensation benefits, and to officers acting in a managerial or policymaking capacity. The exceptions are significant, and the bar does not protect outsiders, such as another driver, who remain suable under § 440.39(1). Ask your lawyer whether any of it applies.

What you can do

1. Send the lawsuit papers right away to your own auto insurer and to any insurer covering the corporation's vehicles or business; an insurer that covers the claim usually has a duty to defend it.

2. Ask a Florida lawyer about the deadline printed on the papers to respond; a missed deadline can lead to a judgment against you without a hearing on the merits.

3. Gather the facts that decide your exposure: who owned and titled the vehicle, who was driving, and whether the injured shareholder was working for the company at the time.

4. Collect the corporation's formation documents and records.

5. Do not discuss the case with the other shareholder or their lawyer; refer them to your lawyer or your insurer.

6. Even if you are handling this yourself, you would be best served by a brief phone consultation with a local Florida attorney before you act. Most lawyers offer a short initial call at no cost, and a few minutes on your specific facts — and on how your court actually handles this — is worth more than any general guidance, including this page.

⏱ Time limits apply. The papers you were served carry a deadline to respond that comes from court rules rather than from a statute, and it is short. The claim itself is governed by Fla. Stat. § 95.11: two years under § 95.11(5)(a) for a negligence claim accruing on or after March 24, 2023, and the four-year period of the former version of § 95.11 for one accruing before that date. Have a Florida attorney check both against the real dates — no page can compute them for you.