Parmenia LLC v. Fondo De Inversion Stella

• Court: District Court of Appeal of Florida
• Decided: February 12, 2025
• Docket: 3D2024-0111
• Status: Published

Opinion

Third District Court of Appeal State of Florida

Opinion filed February 12, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-0111 Lower Tribunal No. 21-10178 ________________

Parmenia LLC, Appellant,

vs.

Fondo de Inversión Stella, Appellee.

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

AM Law, LLC, and Gary Murphree; Soren Law Group, PA, and Max G. Soren, for appellant.

Ayala Law P.A., and Eduardo A. Maura and Luis F. Quesada, for appellee.

Before EMAS, FERNANDEZ and BOKOR, JJ.

BOKOR, J. Parmenia LLC appeals a grant of partial summary judgment in favor of

the plaintiff, Fondo de Inversión Stella (“FIS”), in a declaratory judgment

action to determine the validity of a putative transfer of FIS’s ownership

interest in Parmenia to Atrium Global Investments, Inc. Parmenia alleges

that summary judgment was improper because the trial court failed to join

Atrium as an indispensable party before rendering a judgment that affected

its interests. We agree and reverse.

FACTS AND PROCEDURAL HISTORY

FIS is a Peruvian investment fund managed by Lizardo Vargas via

entities he controlled, including Parmenia. Parmenia was organized in

Miami, Florida, under the sole ownership of FIS. In September 2020, against

the backdrop of a dispute between Vargas and FIS’s other shareholders over

his management, Vargas notified FIS’s members that he was transferring

FIS’s ownership interest in Parmenia to Atrium, a foreign company controlled

by Vargas headquartered in the British Virgin Islands, purportedly as a form

of collateral against nonpayment of management fees. Neither Parmenia nor

FIS authorized Vargas to undertake such a transfer, and the only record

evidence of how this putative transfer occurred consists of Vargas’s letter to

FIS and his testimony about making a QuickBooks log entry recording the

transfer.

2 FIS later brought the underlying action in Miami against Parmenia and

Vargas, asserting claims for declaratory judgment, conversion, breach of

fiduciary duty, and statutory records-inspection violations. FIS subsequently

sought to amend its complaint to add Atrium as a defendant, noting that any

judgment “will necessarily affect Atrium, and without it, a complete

determination of the questions involved in the action cannot be made.”

Atrium responded by moving to dismiss for lack of personal jurisdiction and

forum non conveniens, and the trial court granted this motion without

prejudice. FIS filed amended complaints also naming Atrium as a party,

though after Atrium moved for dismissal of the third amended complaint, FIS

voluntarily dismissed Atrium as a defendant.

FIS moved for summary judgment, claiming that because Vargas had

no authority to unilaterally transfer ownership of Parmenia from FIS to

Atrium, the transfer was void as a matter of law. In opposition, Parmenia

argued in part that summary judgment was improper because Atrium was

not joined as an indispensable party. The trial court granted summary

judgment in favor of FIS, and this appeal followed.

ANALYSIS

Summary judgment is appropriate only when the movant shows that

there is no genuine dispute as to any material fact and the movant is entitled

3 to judgment as a matter of law. Fla. R. Civ. P. 1.510(a). We review a trial

court’s ruling on a motion for summary judgment de novo. See, e.g., Fla. Bar

v. Greene, 926 So. 2d 1195, 1200 (Fla. 2006).

So, based on the record evidence presented, was Atrium an

indispensable party, whose absence should have precluded summary

judgment in favor of FIS regarding ownership of Parmenia? “Indispensable

parties are necessary parties so essential to a suit that no final decision can

be rendered without their joinder. . . . A final decision will bind those parties

joined in the suit, but will have no effect on the rights of necessary but

unjoined parties.” Hertz Corp. v. Piccolo, 453 So. 2d 12, 14 n.3 (Fla. 1984);

see also Cline v. Cline, 134 So. 546, 548–49 (Fla. 1931) (“[P]ersons whose

interests will necessarily be affected by any decree that can be rendered in

a cause are necessary and indispensable parties and . . . the court will not

proceed without them.”); MBC Gospel Network, LLC v. Florida’s News

Channel, LC, 277 So. 3d 647, 650 (Fla. 1st DCA 2019) (“In determining

whether a party is indispensable, the relevant question is not whether the

action may proceed efficiently without the missing party, but whether the

action can proceed at all without that party.” (quotation omitted)).

The Declaratory Judgment Act provides that “[w]hen declaratory relief

is sought, all persons may be made parties who have or claim any interest

4 which would be affected by the declaration. No declaration shall prejudice

the rights of persons not parties to the proceedings.” § 86.091, Fla. Stat. This

requirement “expressly contemplates the existence of persons who are not

parties to the declaratory proceedings yet whose rights are implicated

therein.” Century-National Ins. Co. v. Frantz, 369 So. 3d 739, 744 (Fla. 2d

DCA 2023). An owner or claimed owner of property generally has an

indispensable interest in the outcome of a case determining title to that

property. See Cline, 134 So. at 549 (finding competing putative owners

indispensable to property partition action); Lee v. Cole, 46 So. 3d 612, 613

(Fla. 2d DCA 2010) (“Where a party seeks to have a deed declared void, all

holders of legal title to the property are indispensable parties.”); Carbon Cap.

II v. Est. of Tutt, 107 So. 3d 1239, 1245 (Fla. 3d DCA 2013) (finding

competing claimants to property indispensable where failure to join missing

party risked resulting in conflicting orders from multiple jurisdictions).

FIS reasons that, despite the general rule that a competing ownership

interest necessarily constitutes an indispensable party, the facts here

warrant a different outcome. Atrium wasn’t indispensable, FIS claims, for two

reasons. Neither reason supports FIS’s contention that Atrium isn’t an

indispensable party.

5 First, FIS contends that the circumstances surrounding Vargas’s

actions show that the transfer of Parmenia to Atrium was intended to be

temporary. FIS claims the undisputed evidence shows that the transfer was

just to secure payment of disputed management fees and was never

intended to be permanent. But even if true, FIS provides no support, and

indeed none exists, for the proposition that it can avoid the general rule

regarding the indispensability of a putative nonparty owner simply because

it claims that the nonparty intends at some point in the future to give its assets

back. Notwithstanding the speculative nature of such an intention, Atrium

would still be the current putative owner of Parmenia and an indispensable

party to any ownership determination.

Second, FIS claims that the record evidence conclusively

demonstrates that no transfer of ownership of Parmenia to Atrium actually

occurred. Because there’s no indicia of a transfer of ownership other than a

self-serving letter or testimony regarding a QuickBooks entry, FIS contends

that Atrium has nothing to do with the dispute. We take no position on the

validity or methodology of the transfer itself except to note that the limited

evidence in the record does not conclusively demonstrate one way or the

other whether a transfer occurred or whether Vargas lacked authority to

make the transfer. Absent more, Atrium remains an indispensable party.

6 The trial court erred by granting summary judgment, and we reverse

and remand for additional proceedings. We take no position on whether

those further proceedings consist of a last attempt to amend to add Atrium

as a party if possible, or Parmenia fleshing out the factual record and legal

argument regarding an ineffective transfer.

Reversed and remanded for further proceedings consistent with this

opinion.