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:
30 558.0035 Contractual 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.