Miguel Veizaga, Etc. v. Alicia Labrador

• Court: District Court of Appeal of Florida
• Decided: May 28, 2025
• Docket: 3D2024-1207
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed May 28, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-1207 Lower Tribunal No. 22-6688-CP-02 ________________

Miguel Veizaga, etc., Appellant,

vs.

Alicia Labrador, et al., Appellees.

An Appeal from the Circuit Court for Miami-Dade County, Maria de Jesus Santovenia, Judge.

Perez-Roura Law, and Pedro A. Perez-Roura, for appellant.

Buchanan Ingersoll & Rooney PC, Roselvin S. Edelman, and Daniela K. Pretus, for appellees.

Before EMAS, FERNANDEZ, and MILLER, JJ.

PER CURIAM. Affirmed. See Demir v. Schollmeier, 199 So. 3d 442, 445 (Fla. 3d DCA

2016) (“Operating agreements govern the relations among the members, the

managers, and the limited liability company itself, as well as the effect of

these relations on third parties.”); Triton Stone Holdings, L.L.C. v. Magna

Bus., L.L.C., 308 So. 3d 1002, 1008 (Fla. 4th DCA 2020) (reversing trial

court’s finding of an enforceable contract for transfer of limited liability

interest where contract did not comply with “the express conditions within

the . . . [o]perating [a]greement” since it “governed the manner that would

effectuate a valid, binding transfer”); Ferk Fam., LP v. Frank, 240 So. 3d 826,

834 (Fla. 3d DCA 2018) (interpreting the “plain language” of the limited

liability company’s operating agreement to hold that the party failed to comply

with the agreement’s requirement for transferring ownership interests in the

company); § 605.0401(3), Fla. Stat. (2016) (“After formation of a limited

liability company, a person becomes a member: (a) [a]s provided in the

operating agreement; . . . [or] (c) [w]ith the consent of all the

members . . . .”); § 605.0106(8)(a)(2), Fla. Stat. (2016) (establishing that a

“written operating agreement or other record” may admit a person “as a

member of a limited liability company . . . or [confer] other rights or powers

of a member to the extent assigned . . . [w]ithout the execution of the

operating agreement” if the person “orally, in writing, or by other action such

2 as payment for a limited liability company interest complies with the

conditions for becoming a member or transferee as provided in the operating

agreement”) (emphasis added); Stolzenberg v. Forte Towers S., Inc., 430

So. 2d 558, 559 (Fla. 3d DCA 1983) (upholding summary judgment where

the non-movant’s affidavit “contain[ed] mere conclusions relating to her

interpretation of [a] contract” and did not “indicate[] the source of her

information”); Est. of Herrera v. Berlo Indus., Inc., 840 So. 2d 272, 273 (Fla.

3d DCA 2003) (“Summary judgment may be granted, even though discovery

has not been completed, when the future discovery will not create a disputed

issue of material fact.”).