HB 797: How Boards Defend Against Removal Claims
HB 797 puts undocumented practice on trial. The boards that survive are the ones that can show consistent enforcement, completed training, and a decision record.
The short answer
HB 797 expands the grounds for judicial director removal and fiduciary-duty claims in Florida, targeting unilateral acts, inconsistent rules enforcement, and weak management oversight. The practical defense is documentation: enforcement logs, training-completion records, and decision minutes that prove a good-faith, consistent process rather than 'we always did it this way.'
What HB 797 newly exposes
HB 797 tightens the grounds a court can use to remove a director and to find a board breached its fiduciary duty. The exposure is not new law invented from nothing. It sharpens the teeth on things that were always technically improper: unilateral director action, enforcing a rule against one owner but not the next, and boards that rubber-stamp whatever management did without asking.
The uncomfortable part is that none of these failures live in your governing documents. They live in undocumented practice, the informal way a community has always operated. A director who parked in the fire lane for years, a fine waived for a friend, a violation letter that went to one owner and not the identical one three doors down. Under HB 797, that pattern becomes evidence for the other side.
The shift in plain terms
Before HB 797, inconsistent enforcement was a defense headache. Now it is a removal and liability lever. A director-removal petition or a breach claim will look for the gap between your written rules and your actual behavior, and the burden of showing good-faith process sits with the board.
The four soft spots courts now probe
Removal petitions and fiduciary claims under HB 797 tend to attack the same four soft spots. Each one is a place where practice drifts from the governing documents and nobody wrote down why.
| Soft spot | How it gets attacked | What defends it |
|---|---|---|
| Unilateral director acts | A director signs, spends, or decides without a board vote | Meeting minutes showing the vote or the delegated authority |
| Selective enforcement | Owner A fined, identical Owner B ignored | An enforcement log with dates, addresses, and identical treatment |
| Management oversight gaps | Board approved whatever the manager recommended, no scrutiny | Documented review, questions asked, alternatives considered |
| Missing training / duty of care | Directors never completed required education | Training-completion records tied to each director by date |
The pattern is the same across all four. The claim is not that the board made a bad decision. Courts still respect the business-judgment protection for good-faith calls. The claim is that the board cannot show it followed a consistent, documented process. Absence of a record reads as absence of process.
Why undocumented practice is the real risk
The real HB 797 risk is not a rogue director. It is the community that runs on memory and habit. 'We always did it this way' is comforting in a board meeting and worthless in a deposition. If the practice is not written down, you cannot prove it was applied evenly, and even treatment is exactly what selective-enforcement claims test.
Here is the contrarian part. Most boards think their exposure is the hard decisions: the special assessment, the vendor contract, the amenity dispute. Those get scrutiny, minutes, and often an attorney. The actual exposure is the small routine stuff nobody thought worth documenting: the seventeen violation letters that went out inconsistently, the fine quietly waived, the parking exception granted by one director on a Saturday.
“Boards do not lose these cases on the big vote. They lose on the pile of small, undocumented decisions that add up to a pattern of favoritism nobody meant to create. The defense is boring: a continuous record that shows you treated identical situations identically.”
Todd Paton, Partner, One Home Agent
Key takeaways
- Selective enforcement is proven by comparison, so you need every comparable case logged, not just the disputed one.
- A decision with no minutes is legally close to a decision that never happened through proper process.
- Training-completion gaps let a plaintiff argue the board lacked the duty of care to decide at all.
- The defensible board is the one that can produce records without a scramble.
Enforcement-consistency audit checklist
Run this audit on your own community before a removal petition or a demand letter runs it for you. If you cannot check a box, that is where a claim will start.
Checklist
0/12HB 797 enforcement-consistency audit
The records an agent keeps continuously
The checklist above is easy to pass in January and impossible to maintain by June, because the record-keeping is continuous, deadline-driven, and repetitive. That is exactly the busywork an AI operations agent absorbs so the manager and board keep the judgment.
In practice, an agent like Bailey (board packets and minutes) and Victor (COI and vendor tracking) build the paper trail as events happen, not in a pre-litigation panic. A violation goes out, the log entry is created with the address and timeline. A board votes, the decision is captured in the minutes with the alternatives noted. A director completes education, the record is filed. The point is not automation for its own sake. It is that a continuous record turns habit into evidence of a consistent, good-faith process.
| Soft spot | Continuous record kept | Defensive value under HB 797 |
|---|---|---|
| Selective enforcement | Dated enforcement log across all comparable violations | Shows identical situations got identical treatment |
| Unilateral acts | Minutes with votes and delegated-authority records | Ties every material act to a documented decision |
| Oversight gaps | Decision file showing questions and alternatives | Demonstrates the board scrutinized management |
| Duty of care | Training-completion records per director | Proves directors were equipped to decide |
One caveat worth stating plainly: a record only defends you if the underlying practice was actually consistent. An agent that logs selective enforcement documents your problem, it does not fix it. The value is that a continuous log makes drift visible early, while you can still correct it, instead of surfacing it in discovery.
The agent documents, the board decides
The board still decides. Every enforcement action, waiver, and contract remains a human judgment call subject to a board vote and, where it matters, association counsel. An agent does not decide whether to fine an owner or how to weigh a vendor bid. It maintains the record of what the board decided, when, and on what basis, and it flags when an action would be inconsistent with prior treatment.
That division of labor is the whole editorial point. HB 797 raised the cost of process failures, not the cost of tough calls made in good faith. The judgment, the relationships, and the accountability stay with directors and managers. The repetitive, deadline-driven documentation, the exact layer that erodes under a busy volunteer board, is what an agent carries so the good-faith process is provable rather than merely remembered.
Bottom line
HB 797 does not punish boards for hard decisions. It punishes boards that cannot show a consistent, documented process. Build the enforcement log, the decision minutes, and the training records continuously, and 'we always did it this way' becomes 'here is the record proving we did it the same way every time.'
Turn undocumented practice into defensible record
We build custom AI operations agents trained on your own communities, including Bailey for board packets and minutes and Victor for vendor and COI tracking. The first one is free, and your company keeps it. See how the enforcement trail gets built continuously.
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HB 797 expands the grounds for judicial removal of directors and for fiduciary-duty claims, sharpening scrutiny of unilateral director acts, inconsistent rules enforcement, and weak management oversight. The practical effect is that undocumented, uneven practice now carries greater liability and removal risk for individual directors and the board.
Sources & further reading