Florida Senate - 2013                                     SB 286
       
       
       
       By Senator Negron
       
       
       
       
       32-00134C-13                                           2013286__
    1                        A bill to be entitled                      
    2         An act relating to design professionals; amending s.
    3         558.002, F.S.; providing and renumbering definitions;
    4         creating s. 558.0035, F.S.; providing that certain
    5         contracts executed by a business entity may specify
    6         that certain architects, interior designers, landscape
    7         architects, engineers, and surveyors may not be held
    8         individually liable for negligence in the performance
    9         of professional services provided under those
   10         contracts; specifying that a contract that prohibits
   11         individual liability must meet certain requirements;
   12         amending ss. 471.023, 472.021, 481.219, and 481.319,
   13         F.S.; conforming provisions to changes made by the
   14         act; providing an effective date.
   15  
   16  Be It Enacted by the Legislature of the State of Florida:
   17  
   18         Section 1. Present subsections (3) through (11) of section
   19  558.002, Florida Statutes, are renumbered as subsections (4)
   20  through (12), respectively, and new subsection (3) is added to
   21  that section, to read:
   22         558.002 Definitions.—As used in this chapter, the term:
   23         (3) “Business entity” means any corporation, limited
   24  liability company, partnership, limited partnership,
   25  proprietorship, firm, enterprise, franchise, association, self
   26  employed individual, or trust, whether fictitiously named or
   27  not, doing business in this state.
   28         Section 2. Section 558.0035, Florida Statutes, is created
   29  to read:
   30         558.0035Contractual limitation on liability.—A contract
   31  executed by a business entity may provide that an individual
   32  employee or agent of that business entity may not be held
   33  individually liable for negligence arising from the performance
   34  of professional services under the contract, on condition that
   35  the following requirements are met:
   36         (1) The business entity executes the contract with a
   37  claimant or with another entity for the provision of
   38  professional services on behalf of the claimant;
   39         (2)The contract includes a prominent statement, in
   40  uppercase font that is at least 5 point sizes larger than the
   41  rest of the text, that, pursuant to this act, an individual
   42  employee or agent may not be held individually liable for
   43  negligence;
   44         (3)The contract does not name an individual employee or
   45  agent as a party to the contract;
   46         (4)The business entity maintains professional liability
   47  insurance required under the contract;
   48         (5)The conduct of the design professional giving rise to
   49  the damages occurs within the course and scope of the contract;
   50  and
   51         (6)The harm is solely economic in nature and does not
   52  extend to persons or property not subject to the contract.
   53         Section 3. Subsection (3) of section 471.023, Florida
   54  Statutes, is amended to read:
   55         471.023 Certification of business organizations.—
   56         (3) Except as provided in s. 558.0035, the fact that a
   57  licensed engineer practices through a business organization does
   58  not relieve the licensee from personal liability for negligence,
   59  misconduct, or wrongful acts committed by him or her.
   60  Partnerships and all partners shall be jointly and severally
   61  liable for the negligence, misconduct, or wrongful acts
   62  committed by their agents, employees, or partners while acting
   63  in a professional capacity. Any officer, agent, or employee of a
   64  business organization other than a partnership shall be
   65  personally liable and accountable only for negligent acts,
   66  wrongful acts, or misconduct committed by him or her or
   67  committed by any person under his or her direct supervision and
   68  control, while rendering professional services on behalf of the
   69  business organization. The personal liability of a shareholder
   70  or owner of a business organization, in his or her capacity as
   71  shareholder or owner, shall be no greater than that of a
   72  shareholder-employee of a corporation incorporated under chapter
   73  607. The business organization shall be liable up to the full
   74  value of its property for any negligent acts, wrongful acts, or
   75  misconduct committed by any of its officers, agents, or
   76  employees while they are engaged on its behalf in the rendering
   77  of professional services.
   78         Section 4. Subsection (3) of section 472.021, Florida
   79  Statutes, is amended to read:
   80         472.021 Certification of partnerships and corporations.—
   81         (3) Except as provided in s. 558.0035, the fact that any
   82  registered surveyor and mapper practices through a corporation
   83  or partnership does shall not relieve the registrant from
   84  personal liability for negligence, misconduct, or wrongful acts
   85  committed by him or her. Partnerships and all partners shall be
   86  jointly and severally liable for the negligence, misconduct, or
   87  wrongful acts committed by their agents, employees, or partners
   88  while acting in a professional capacity. An Any officer, agent,
   89  or employee of a business organization other than a partnership
   90  shall be personally liable and accountable only for negligent
   91  acts, wrongful acts, or misconduct committed by him or her or
   92  committed by a any person under his or her direct supervision
   93  and control while rendering professional services on behalf of
   94  the business organization. The personal liability of a
   95  shareholder or owner of a business organization, in his or her
   96  capacity as shareholder or owner, shall be no greater than that
   97  of a shareholder-employee of a corporation incorporated under
   98  chapter 607. The business organization shall be liable up to the
   99  full value of its property for any negligent acts, wrongful
  100  acts, or misconduct committed by any of its officers, agents, or
  101  employees while they are engaged on its behalf in the rendering
  102  of professional services.
  103         Section 5. Subsection (11) of section 481.219, Florida
  104  Statutes, is amended to read:
  105         481.219 Certification of partnerships, limited liability
  106  companies, and corporations.—
  107         (11) No corporation, limited liability company, or
  108  partnership shall be relieved of responsibility for the conduct
  109  or acts of its agents, employees, or officers by reason of its
  110  compliance with this section. However, except as provided in s.
  111  558.0035, the architect who signs and seals the construction
  112  documents and instruments of service shall be liable for the
  113  professional services performed, and the interior designer who
  114  signs and seals the interior design drawings, plans, or
  115  specifications shall be liable for the professional services
  116  performed.
  117         Section 6. Subsection (6) of section 481.319, Florida
  118  Statutes, is amended to read:
  119         481.319 Corporate and partnership practice of landscape
  120  architecture; certificate of authorization.—
  121         (6) Except as provided in s. 558.0035, the fact that a
  122  registered landscape architect practices architects practice
  123  landscape architecture through a corporation or partnership as
  124  provided in this section does shall not relieve the any
  125  landscape architect from personal liability for his or her
  126  professional acts.
  127         Section 7. This act shall take effect July 1, 2013.