In short: In Meehan v. Funk (2d DCA, Mar. 1, 2024), a real estate developer and his LLC appealed a non-final order in a fight with a deceased partner’s widow, who sued as personal representative, trustee and derivatively for the company. The Second DCA affirmed without opinion and, according to the case description, conditionally granted the family’s motion for fees under the operating agreement.
What the Record and Arguments Showed
The appellants were Jeffrey B. Meehan and HG 51 Columbia Developers, LLC. The appellees included Carol S. Funk, individually, as personal representative of the Estate of Charles B. Funk, as trustee of two trusts, and derivatively on behalf of the LLC, plus Brian B. Funk and the trustee of a Funk family trust.
The case came from Hillsborough County and was a non-final appeal under Rule 9.130.
According to the video description, the dispute centered on the LLC’s operating agreement, and the argument was heard February 20, 2024 at Stetson’s Tampa campus.
The description reports that the court conditionally granted the appellees’ motion for appellate fees under the operating agreement and denied the appellants’ fee motion. The order appealed and the merits are not described in any opinion.
The Decision
The Second District Court of Appeal affirmed with a one-word per curiam opinion (Case No. 2D2023-1302, March 1, 2024; Judges Sleet, Kelly and Villanti).
A PCA means no reversible error was found and no reasons were given. It sets no precedent.
The Law
Florida’s Revised LLC Act, chapter 605, governs operating agreements (§ 605.0105) and derivative actions by members (§§ 605.0802–605.0806).
When a member dies, the estate generally holds the economic rights, and voting or management rights depend on the operating agreement. Fee-shifting clauses in operating agreements are enforceable.
Lessons
- Business owners should plan for what happens to their LLC interest at death: buy-sell terms, who votes, and how the estate gets paid.
- Personal representatives and trustees may need to sue derivatively to protect the company’s value for the heirs.
- Read the operating agreement’s fee clause before litigating; it can make losing expensive.
- Estate and trust administration often involves business disputes, not just probate court.
Source: Decision, Meehan v. Funk, No. 2D2023-1302 (Fla. 2d DCA Mar. 1, 2024) (per curiam affirmed)
Watch the Oral Argument
This is the recording of the oral argument. Because the decision is a PCA, the arguments are context, not the court’s reasoning. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
Developer vs. Estate: Real Estate Operating Agreement Dispute | Meehan v. Funk, 2D23-1302
Go Deeper
- Does a Revocable Trust’s Trustee Owe Anything to Contingent Heirs? (Capo v. Capo)
- Can an Irrevocable Trust Be Ended If the Settlor and Beneficiaries Agree? (Peck v. Peck)
- Can Child Support Be Collected From a Special Needs Trust? (Alexander v. Harris)
Frequently Asked Questions
What happens to an LLC interest when a member dies in Florida?
It depends on the operating agreement. The estate usually receives the economic rights, while management rights may not pass automatically.
Can a personal representative sue on behalf of an LLC?
An estate or trust holding membership may bring a derivative action under chapter 605 if the requirements are met.
Are attorney fee clauses in operating agreements enforceable?
Generally yes, and they can include appellate fees.
What does a PCA mean?
The appellate court affirmed without explanation; it sets no precedent.
Talk to a Florida probate litigation lawyer
Weidner Law, P.A. handles Florida probate, trust, guardianship and elder-exploitation disputes from St. Petersburg. If you need a probate litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: the full Florida Probate Code and Probate Rules and the Florida Trust Code are on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
