Eco Green International LLC v. Acapital, S.R.O

• Court: District Court of Appeal of Florida
• Decided: December 31, 2025
• Docket: 3D2024-1761
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed December 31, 2025. Not final until disposition of timely filed motion for rehearing. ________________

No. 3D24-1761 Lower Tribunal No. 21-9442-CA-01 _________________

Eco Green International, LLC, et al., Appellants,

vs.

Acapital, S.R.O., et al., Appellees.

An Appeal from the Circuit Court for Miami-Dade County, Thomas J. Rebull, Judge.

Osorio Internacional, P.A., and Carlos F. Osorio, and Grant S. Smith, for appellants.

Greenberg Traurig, and Brigid F. Cech Samole, Adrian Nuñez, Bethany J.M. Pandher, and Gabriel A. Diaz, for appellees.

Before LINDSEY, LOBREE and GOODEN, JJ.

GOODEN, J. Appellants Eco Green International, LLC, and Jugo Australes, S.A.

appeal an order granting Appellees’ motion to dismiss, in part. The order

stated that Counts I–III are dismissed with prejudice, and, to the extent

Counts IV–VII were based on issues resolved by the final arbitration award,

Counts IV–VII are dismissed with prejudice. But to the extent Counts IV–VII

were not barred by collateral estoppel, the trial court compelled arbitration.

It then stayed the case pending determination by the Arbitration Tribunal.

Yet we only have jurisdiction over the portion of the order that compels

Counts IV–VII to arbitration. See Fla. R. App. P. 9.130(a)(3)(I). For that

reason, we dismiss the remaining portion of the appeal for lack of jurisdiction.

We do so without prejudice so that Appellants may seek review after a final

order is rendered. We affirm the portion of the order compelling arbitration.

I.

Eco Green is a Florida trading company. It entered an agreement with

Iberte, wherein Iberte would buy wine must1 from Jugo Australes, an

Argentinian wine manufacturer. The purchase would occur over three years

1 Wine must is “unfermented juice of grapes extracted by crushing or pressing” and is often stored “in the cask or vat before it is converted into wine.” Must, Wine Spectator, Wine IQ, Glossary, https://www.winespectator.com/glossary/show/id/must (last visited Dec. 8, 2025). 2 for a total price of $68,400,000. Jugo Australes agreed to produce and ship

the wine must, and to provide collateral and warranties of compliance.

The agreement also included a repurchase clause, which allowed

Iberte to sell the wine must back to Jugo Australes. Acapital, S.R.O.

executed that repurchase clause. Both agreements contained an arbitration

clause:

DISPUTE RESOLUTION: Any dispute arising from this agreement will be settle[d] by the Arbitration Tribunal of the Mendoza Stock Exchange, under the modality of arbitrators of law.

Iberte made several payments, but Jugo Australes failed to deliver any

wine must. As a result, Iberte terminated the agreement in November 2021.

Eco Green and Jugo Australes then filed suit against Acapital, Iberte,

Juan Jose Retamero, and Guillermo Daniel Garcia. Garcia is an authorized

representative of Iberte and Retamero is the CEO of Iberte and Acapital.

Eco Green and Jugo Australes maintained that the agreement was a

usurious loan—not a contract. The complaint included five counts: Count I

- declaratory judgment that the agreements were loans; Count II - declaratory

judgment that the loans were usurious under section 687.071, Florida

Statutes; Count III - criminal usury and damages; Count IV - defamation per

se; Count V - tortious interference; and Count VI - civil conspiracy. All counts

3 were lodged against Iberte and Acapital. But only counts III, IV, V, and VI

included claims against Retamero and Garcia.

Acapital, Iberte, Retamero, and Garcia moved to dismiss and compel

arbitration. The trial court granted the request as to Acapital and Iberte, only.

The trial court stayed the counts against Retamero and Garcia, subject to

the Arbitration Tribunal of the Mendoza Stock Exchange’s determination of

jurisdiction over the state law tort claims. The Arbitration Tribunal responded

that it did not have jurisdiction over any matter relating to criminal conduct.

The trial court then lifted the stay.

Eventually, the Arbitration Tribunal issued its final award in favor of

Iberte. It found that the agreement was a contract—not a usurious loan. It

ordered Eco Green and Jugo Australes to pay $12,195,750.

Thereafter, Eco Green and Jugo Australes amended the complaint.

They asserted the same causes of action as the initial complaint. And, as

Count VII, they added a claim under Florida’s RICO statute against all

defendants.

Acapital, Iberte, Retamero, and Garcia moved to dismiss or compel

arbitration. They asserted collateral estoppel, among other arguments. The

trial court granted the motion, in part. Applying collateral estoppel, it

dismissed Counts I–III with prejudice. To the extent Counts IV–VII were

4 based on issues resolved by the final arbitration award, it also dismissed

these counts with prejudice. But to the extent Counts IV–VII were not barred

by collateral estoppel, the trial court compelled arbitration. It then stayed the

case pending determination by the Arbitration Tribunal. Lastly, the trial court

noted that it did not reach the other motions pending before it.

This appeal followed.

II.

“We must analyze our jurisdiction in every case.” Fabre v. 4647 Block,

LLC, 401 So. 3d 523, 526 (Fla. 3d DCA 2024). “[I]t is the duty of the court to

consider it, for if the court is without jurisdiction, it is powerless to act in the

case.” Roberts v. Seaboard Sur. Co., 29 So. 2d 743, 748 (Fla. 1947).

“Without jurisdiction, there is only one action we can take: we must dismiss.”

Fisher v. Hous. Auth. of the City of Key W., No. 3D24-2065, 2025 WL

3291044, at *4 (Fla. 3d DCA Nov. 26, 2025).

First, we must examine whether the order is a final order under Florida

Rule of Appellate Procedure 9.110. 2 Eco Green and Jugo Australes maintain

that it is. They focus on the fact that, within the legal conclusions section,

counts were dismissed with prejudice.

2 See also Art. V, § 4(b)(1), Fla. Const.; Fla. R. App. P. 9.030(b). 5 To determine whether an order is final, “we review the content and

substance to discern whether the order fully and finally determines the rights

of the parties involved in the lawsuit.” Colby III, Inc. v. Centennial Westland

Mall Partners, LLC, 386 So. 3d 1003, 1005 (Fla. 3d DCA 2023). “A final

order or judgment is one which evidences on its face that it adjudicates the

merits of, and disposes of, the matter before the court and leaves no judicial

labor to be done.” Cardillo v. Qualsure Ins. Corp., 974 So. 2d 1174, 1175–

76 (Fla. 4th DCA 2008). In other words, “nothing further remains to be done

to terminate the dispute between the parties.” Bloomgarden v. Mandel, 154

So. 3d 451, 454 (Fla. 3d DCA 2014).

After examining the order and having the benefit of briefing from the

parties, we determine that it is not final. The order grants, in part, the motion

to dismiss. Yet it does not contain language of finality. “An order that merely

grants a motion to dismiss is not a final order. This is true even if the order

grants the motion ‘with prejudice.’” GMI, LLC v. Asociacion del Futbol

Argentino, 174 So. 3d 500, 501 (Fla. 3d DCA 2015) (internal citation omitted).

Instead, “[f]or an order to be final, it must constitute an entry of a dismissal

of the case.” Id. That is missing here.

Likewise, the order does not fully and finally determine rights between

the parties. There is still judicial labor to be had. Indeed, the parties were

6 compelled to arbitration on Counts IV–VII, to the extent any claim does not

fall within the prior decision of the Arbitration Tribunal. And once that

arbitration concludes, the parties are to advise the court so it can lift the stay.

The trial court added that it did not reach the other motions pending before

it—meaning that those motions are still at issue when the stay is lifted.

That said, we do have jurisdiction to review part of the order. Under

Florida Rule of Appellate Procedure 9.130, we can review non-final orders

which “determine the entitlement of a party to arbitration.” Fla. R. App. P.

9.130(a)(3)(I). But our review is limited to just that. See Art. V, § 4(b)(1),

Fla. Const. (“District courts of appeal . . . may review interlocutory orders in

such cases to the extent provided by rules adopted by the supreme court.”);

Travelers Ins. Co. v. Bruns, 443 So. 2d 959, 961 (Fla. 1984) (“The thrust of

rule 9.130 is to restrict the number of appealable nonfinal orders.”);

Diversicare Mgmt. Servs. Co. v. Est. of Catt ex rel. Cook, 267 So. 3d 560,

562–63 (Fla. 2d DCA 2019) (holding that Florida Rule of Appellate Procedure

9.130 does not permit interlocutory review of issues relating to collateral

matters); A.G. Edwards & Sons, Inc. v. Wilson, 523 So. 2d 1150, 1151 (Fla.

2d DCA 1987) (“We interpret the rule to mean that a party is entitled to

interlocutory review by this court of an issue of entitlement to arbitration. We

7 do not believe the rule permits an appeal where the issues relate to collateral

matters, such as in this case.”).

In sum, we only have jurisdiction to address the portion of the order

concerning entitlement to arbitration. We lack jurisdiction to review any

issues concerning dismissal or collateral estoppel, and therefore, dismiss

that portion of the appeal. We do so without prejudice so that the Appellants

may seek review upon rendition of a final order.

III.

Our review of an order compelling arbitration is de novo. Factor

Brokers, Inc. v. J&C Enters., Inc., 388 So. 3d 86, 88 (Fla. 3d DCA 2023).

IV.

Eco Green and Jugo Australes assert that Garcia and Retamero

cannot compel arbitration of the Florida RICO claim since they are not

signatories to the agreement. Based on the facts of this case, we disagree.

Arbitration agreements are contracts and so are based on mutual

assent. See Seifert v. U.S. Home Corp., 750 So. 2d 633, 636 (Fla. 1999) (“A

natural corollary of this rule is that no party may be forced to submit a dispute

to arbitration that the party did not intend and agree to arbitrate.”); Marcus v.

Fla. Bagels, LLC, 112 So. 3d 631, 633 (Fla. 4th DCA 2013). For that reason,

persons who do not sign the agreement generally cannot compel a signatory

8 to arbitration. Marcus, 112 So. 3d at 633. But there are several exceptions

to this general rule. Koechli v. BIP Int’l, Inc., 870 So. 2d 940, 944 (Fla. 1st

DCA 2004); Armas v. Prudential Sec., Inc., 842 So. 2d 210, 211 (Fla. 3d

DCA 2003).

One such exception is equitable estoppel. “[C]ourts have been willing

to estop a signatory from avoiding arbitration with a nonsignatory when the

issues the nonsignatory is seeking to resolve in arbitration are intertwined

with the agreement that the estopped party has signed.’” Marcus, 112 So. 3d

at 633 (citation omitted). See also Greene v. Johnson, 276 So. 3d 527, 531

(Fla. 3d DCA 2019); BDO Seidman, LLP v. Bee, 970 So. 2d 869, 875 (Fla.

4th DCA 2007) (“A party may not rely on a contract to establish his claims

while avoiding his obligation under the contract to arbitrate such claims.”).

In its amended complaint, Eco Green, and Jugo Australes alleged

concerted conduct of Retamera and Garcia that is intertwined and “inherently

inseparable” with the agreement. See Kolsky v. Jackson Square, LLC, 28

So. 3d 965, 970 (Fla. 3d DCA 2010). It alleged that Retamera and Garcia

were part “principles, representatives, and managers” of Iberte and Acapital,

involved in a “RICO criminal enterprise,” “authorized the preparation of

convoluted documentation that attempts to mask the loan aspects of the

transaction by involving wine must purchase-and-sale elements,” and

9 “participated in the enterprise by . . . facilitating the criminally usurious loans

[through the Agreement] . . . engaging in numerous malicious and unlawful

acts in an effort to extort money from Plaintiffs for payment on the criminally

usurious loans . . . .” As the trial court astutely observed: “Plaintiffs cannot

argue that they have pled anything other than concerted activity by the two

individuals with their companies who signed the operative Agreements.

Therefore, Retamero and Garcia’s alleged role as co-conspirators also

favors enforcement of the arbitration clause as to their claims.”

In the end, equitable estoppel applies. Retamero and Garcia, while

non-signatories, were entitled to compel arbitration of the Florida RICO claim

in Count VII. Accordingly, we affirm the trial court’s order compelling

arbitration. We reject Eco Green’s and Jugo Australes’ other arguments.

See Silvestrone v. Edell, 721 So. 2d 1173, 1175 (Fla. 1998) (“[T]he trial court

retains inherent authority to reconsider and, if deemed appropriate, alter or

retract any of its nonfinal rulings prior to entry of the final judgment . . . .”);

Tillman v. State, 471 So. 2d 32, 35 (Fla. 1985) (“In order to be preserved for

further review by a higher court, an issue must be presented to the lower

court and the specific legal argument or ground to be argued on appeal or

review must be part of that presentation if it is to be considered preserved.”).

Affirmed in part; Dismissed in part.