Docassist, LLC v. Barberis, Etc. , 2014 Fla. App. LEXIS 11198 ( 2014 )

Third District Court of Appeal
State of Florida
Opinion filed July 23, 2014.
Not final until disposition of timely filed motion for rehearing.
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No. 3D13-2516
Lower Tribunal No. 12-14114
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Docassist, LLC, et al.,
Appellants,
vs.
Rolando Barberis, etc., et al.,
Appellees.
An Appeal from the Circuit Court for Miami-Dade County, Beth Bloom,
Judge.
Tripp Scott and Paul O. Lopez and Jeffrey M. Fauer (Fort Lauderdale);
Bruce S. Rogow and Tara A. Campion (Fort Lauderdale), for appellants.
Ricardo A. Arce, for appellees.
Before LAGOA, SALTER and EMAS, JJ.
EMAS, J.
Appellant Docassist, LLC, (“Docassist”), appeals from the trial court’s
denial of its motion for summary judgment and entry of summary judgment in
favor of Appellees, based upon a determination that Docassist failed to properly
admit a number of new members to the company. We affirm, and reject
Docassist’s argument that an August 29, 2011 Letter Agreement serves as evidence
of the Board of Managers’ consent to admit new members to Docassist. All parties
agree that the Letter Agreement is unambiguous. The express language of the
Letter Agreement neither names the new members nor specifies adjustments to the
company’s equity resulting from new member capital investment. The Letter
Agreement, by its terms, evinces an intent only to raise new capital for the
company. Given the unambiguous nature of the Letter Agreement, Docassist may
not rely on extrinsic evidence to support its contentions. See Real Estate Value
Co., Inc. v. Carnival Corp., 92 So. 3d 255, 260 (Fla. 3d DCA 2012).
We also affirm the trial court’s determination that the subsequent actions
taken by Docassist, through its October 25, 2011 and December 7, 2011
amendments to its Operating Agreement, were invalid. The October 25th
Amendment is invalid because the Board of Managers did not properly consent to
it pursuant to the terms of the company’s Operating Agreement. As a
consequence, the subsequent December 7th Amendment (which necessarily was
premised upon the validity of the October 25th Amendment) is likewise invalid.
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Affirmed.
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