VILLA BELLINI RISTORANTE & LOUNGE, INC. v. CIRO MANCINI

NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING
MOTION AND, IF FILED, DETERMINED
IN THE DISTRICT COURT OF APPEAL
OF FLORIDA
SECOND DISTRICT
VILLA BELLINI RISTORANTE & LOUNGE, )
INC., )
)
Appellant, )
)
v. ) Case No. 2D18-2249
)
CIRO MANCINI, and QAMM )
PROPERTIES, INC., a Florida corporation, )
)
Appellees. )
)
Opinion filed November 15, 2019.
Appeal from the Circuit Court for Pinellas
County; George M. Jirotka, Judge.
Stacy D. Blank of Holland & Knight LLP,
Tampa, for Appellant.
Brandon S. Vesely and Shannon T. Sinai
(withdrew after briefing) of Albertelli Law,
Tampa; Brandon S. Vesely of The Florida
Appellate Firm, P.A., St. Petersburg
(substituted as counsel of record), for
Appellee Ciro Mancini.
No appearance for Appellee QAMM
Properties, Inc.
LUCAS, Judge.
On the surface, this is a business dispute over the right of a shareholder to
inspect his corporation's records; but the real controversy here is whether Ciro Mancini,
an executive chef, is in fact a shareholder of Villa Bellini Ristorante & Lounge, Inc. (Villa
Bellini). Following an evidentiary hearing, the circuit court issued its "Final Order
Granting Petitioner's Writ of Mandamus and Motion for Summary Relief" in favor of Mr.
Mancini and determined that Mr. Mancini was indeed a Villa Bellini shareholder and
that, as such, he was entitled to access and review of Villa Bellini's corporate records.
Villa Bellini appeals from that order.
I.
In the interest of brevity, we will relate several of the circuit court's factual
findings to provide some of the factual background of this appeal:
On or about January 27, 2014, Ciro Mancini
("Mancini"), an Italian chef working at a restaurant in
Dunedin . . . spoke with a man by the name of Marco
Marzocca ("Marzocca") about opening an Italian
restaurant called Villa Bellini Ristorante, LLC. . . .
....
On or about July 24, 2014, Villa Bellini [Ristorante]
and Lounge, Inc. ("VBRL") was established and
incorporated and Villa Bellini Ristorante, LLC ceased
operations.
Amongst other things, Mancini, as general manager
and executive chef of VBRL, was responsible for
overseeing the buildout, the hiring of employees, and
the menu to the new restaurant, VBRL.
In his position as Executive Chef of VBRL, Mancini
was paid a salary.
On or about September 20, 2016, Mancini was
terminated as the Executive Chef of VBRL. . . .
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After September 20, 2016, Mancini, through counsel,
made requests for inspection of books and records of
VBRL pursuant to a statutory demand for inspection
Chapter § 607.1602, Florida Statutes (2016 as
amended) but said requests were denied because
VBRL, Inc. did not recognize Mancini as a
shareholder.
What followed Mr. Mancini's termination and unsuccessful demand to
review Villa Bellini's records was Mr. Mancini's filing of a verified petition for writ of
mandamus against Villa Bellini. Mr. Mancini also filed a "Motion for Summary Relief
and Expedited Relief Pursuant to Fla. Stat. § 607.1604(1) and Expedited Relief
Pursuant to Fla. Stat. § 607.1604(2)" in which Mr. Mancini, quite candidly, alleged that
the underlying purpose for the requested documents was to "determine the existence
and merits" of potential legal and equitable claims Mr. Mancini would pursue against
Villa Bellini and its shareholders. However, as Mr. Mancini conceded (in a subsequent
motion to consolidate and stay), the determination of Mr. Mancini's status as a
shareholder of Villa Bellini—that is, whether he was one—was an important preliminary
issue that "must be made in the first instance" by the circuit court.
Perhaps not surprisingly, that issue was both somewhat convoluted and
hotly contested. We need not detail all the bank records, tax returns, amended tax
returns, and corporate records that were brought to the circuit court's attention. Suffice
it to say, there were discrepancies—early corporate filings reflected Mr. Mancini owning
60,000 of Villa Bellini's 240,000 authorized shares; amended records later deleted that
ownership interest.1
1The record does not reflect that Villa Bellini issued physical certificates of
shares to any of its shareholders.
-3-
On April 6 and 12, 2018, the circuit court convened an evidentiary hearing
on Mr. Mancini's motion for summary relief and considered the merits of his mandamus
petition. At the outset of the proceeding, the court announced that the hearing was "a
show-cause hearing whether this Court should not immediately issue a writ of
mandamus," which raised another preliminary issue: who had the burden of
persuasion? Villa Bellini's counsel maintained that the burden remained on the
petitioner, while Mr. Mancini argued that the burden would be on the respondent to
show good cause why Mr. Mancini was not entitled to the corporate records he sought.
The court agreed with Mr. Mancini and indicated that Villa Bellini bore the burden of
showing "why this Court should not issue a writ of mandamus," and the parties then
proceeded to present their respective cases.
From our review of the evidentiary hearing, the underlying issue of Mr.
Mancini's status as a shareholder was anything but clear. The current president (and
partial owner) of Villa Bellini, Vincent Addonisio, testified that Mr. Mancini never became
a shareholder of Villa Bellini because Mr. Mancini never contributed the $60,000 that
Mr. Addonisio believed was required under a purported "operating agreement" of the
corporation.2 Mr. Mancini could not recall the total amount he had paid for his shares in
Villa Bellini, but he testified that he provided a $15,000 check, an unknown number of
"deposits," remodeling construction work for the restaurant, and that he then worked for
the restaurant as a chef and manager. All of this, Mr. Mancini stated, covered the
2The operating agreement Mr. Addonisio was referring to was a record of
Villa Bellini Ristorante, LLC's, which stopped operating in 2014 when Villa Bellini was
established.
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entirety of his required initial investment. Mr. Mancini was of the view that this was
verbally agreed to among Villa Bellini's shareholders. Although early corporate records
and tax returns reflected that Mr. Mancini was the president and a one-fourth owner of
Villa Bellini, the gentleman who prepared those early records3 testified that Mr. Mancini
had been his only source of financial information for the corporation at the time they
were made. He further recalled:
Well, in the beginning I was trying to come up with the
balance sheet to show the shareholders' contribution and I
could see all the deposits being made from all the different
shareholders, and I asked Mr. Mancini where his was and
where they were, where they were coming from, and he
mentioned that he gave – he paid with credit cards some
expenses for – during the construction [of the restaurant],
and then he gave liquor, wine – more wine to the company
for his share.
And I also asked for proof of all that meaning
statements from the credit card accounts, and inventory, and
never got it. Actually, to this day I never saw any evidence.
As Mr. Mancini's counsel expressed in his concluding remarks to the trial court, "this
company was run very loosely. It wasn't run with the oversight it probably should have
[had]."
The circuit court adjudicated the dispute over Mr. Mancini's ownership
from the evidence presented at the show cause hearing.4 In its order, the court found
3The individual was not a certified public accountant but rather an enrolled
agent credentialed by the Internal Revenue Service.
4We recognize that the court attempted, in its remarks at the conclusion of
the show cause hearing, to leave open the possibility that Mr. Mancini might owe more
money for the purchase of his shares or, conversely, that he might be owed money from
Villa Bellini for providing labor and wine to the restaurant. However, the court's oral
pronouncement and subsequent written order leave no room to doubt that the court
made a factual determination that Mr. Mancini was and is a shareholder of Villa Bellini.
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that Villa Bellini had failed to show good cause why a writ of mandamus should not
issue. The court's order further elaborated, "based upon the evidence and law
presented, [Mr. Mancini] need not rebut that Mancini is not a shareholder, since it has
been demonstrated to the satisfaction of the conscience of this Court that he is and
always has been a shareholder of Respondent, [Villa Bellini]." Thus, by obtaining a writ
to allow an inspection of Villa Bellini's corporate books and records, Mr. Mancini also
obtained an adjudication that he was, in fact, a shareholder of Villa Bellini.
II.
The standard of our review of a circuit court's order on a mandamus
petition is somewhat multifaceted and depends, in part, upon how the lower court
disposed of the petition. If the circuit court dismissed the mandamus petition as facially
insufficient, we review the ruling de novo. See Anthony v. State, 277 So. 3d 223, 225
(Fla. 2d DCA 2019) (citing Asay v. State, 210 So. 3d 1, 22 (Fla. 2016)); Chandler v. City
of Greenacres, 140 So. 3d 1080, 1083 (Fla. 4th DCA 2014) (citing Barnett v. Antonacci,
122 So. 3d 400, 404 (Fla. 4th DCA 2013)). If the circuit court determined the petition
was facially sufficient and adjudicated it on the merits, as it did here, then we would
ordinarily review the ruling for an abuse of discretion. See Brown v. Jones, 229 So. 3d
397, 397 (Fla. 1st DCA 2017) (citing Rosado v. State, 1 So. 3d 1147, 1148 (Fla. 4th
DCA 2009)); Bd. of Cty. Comm'rs Broward Cty. Fla. v. Parrish, 154 So. 3d 412, 417
(Fla. 4th DCA 2014). We afford that deferential review because the decision to grant
mandamus relief is discretionary, not absolute. See Topps v. State, 865 So. 2d 1253,
1257 (Fla. 2004). To the extent that the circuit court's adjudication of a mandamus
petition turns on an issue of law, however, we would review that decision de novo. See
-6-
Parrish, 154 So. 3d at 417 (quoting Harvard ex rel. J.H. v. Village of Palm Springs, 98
So. 3d 645, 647 (Fla. 4th DCA 2012)).
"In order to be entitled to a writ of mandamus the petitioner must have a
clear legal right to the requested relief, the respondent must have an indisputable legal
duty to perform the requested action, and the petitioner must have no other adequate
remedy available."5 Huffman v. State, 813 So. 2d 10, 11 (Fla. 2000); see also Radford
v. Brock, 914 So. 2d 1066, 1067 (Fla. 2d DCA 2005) (quoting Smith v. State, 696 So. 2d
814, 815 (Fla. 2d DCA 1997)). Our court summarized the parameters of mandamus
proceedings in Radford:
"When a trial court receives a petition for a writ of
mandamus, its initial task is assessing the petition to
determine whether it is facially sufficient. If it is not
facially sufficient, the court may dismiss the petition."
Davis v. State, 861 So. 2d 1214, 1215 (Fla. 2d DCA
2003) (citations omitted). If the petition is facially
sufficient, the court must issue an alternative writ of
mandamus requiring the respondent to show cause
why the writ should not be issued. Moore v. Ake, 693
So. 2d 697, 698 (Fla. 2d DCA 1997); Conner v. Mid–
Florida Growers, Inc., 541 So. 2d 1252, 1256 (Fla. 2d
DCA 1989). If the petition and answer to the
alternative writ raise disputed factual issues, the trial
court must resolve these issues upon evidence
submitted by the parties.
914 So. 2d at 1067-68.
5There is no question that if Mr. Mancini is a shareholder of Villa Bellini,
Villa Bellini has a clear and indisputable statutory duty to allow him to inspect its
corporate records in accordance with section 607.1602.
-7-
Now those who may be familiar with the arcana of mandamus
jurisprudence6 might think the use of a mandamus petition in a private business dispute
between private individuals is a bit—odd. And indeed it is. Cf. State ex rel. Glynn v.
McNayr, 133 So. 2d 312, 315-16 (Fla. 1961) (noting the "narrow confines of the
established restrictions on mandamus as a remedy to compel official action"); Conner v.
Moran, 44 Fla. L. Weekly D2052 (Fla. 1st DCA Aug. 9, 2019) ("The writ of mandamus is
available only to compel a non-discretionary ministerial duty by a public official where
the petitioner has no legal remedy to obtain the relief sought." (first citing Hatten v.
State, 561 So. 2d 562, 563 (Fla. 1990); and then citing Rhea v. Dist. Bd. of Trs. of Santa
Fe College, 109 So. 3d 851, 855 (Fla. 1st DCA 2013))); Kuehl v. Bradshaw, 954 So. 2d
653, 655 (Fla. 4th DCA 2007) ("Mandamus is proper to compel a public official to
perform a ministerial duty."); Sancho v. Joanos, 715 So. 2d 382, 385 (Fla. 1st DCA
1998) ("Mandamus issues to require the performance of a ministerial duty imposed by
law on a public official." (citing City of Coral Gables v. State ex rel. Worley, 44 So. 2d
298, 300 (Fla. 1950))). Our court once held that mandamus could not lie against a
former assistant public defender who later became a private practitioner for the very
reason that he "is a private citizen and not a government official." See Hall v. Liebling,
890 So. 2d 475, 476 (Fla. 2d DCA 2004); see also Donahue v. Vaughn, 721 So. 2d 356,
357 (Fla. 5th DCA 1998) ("[M]andamus does not lie to require a private citizen,
appellee, to perform a ministerial duty required by law." (internal quotations omitted)).
Nevertheless, there is a long running vein in Florida law that recognizes mandamus
6Cf. Doe v. State, 210 So. 3d 154, 170 (Fla. 2d DCA 2016) (Lucas, J.,
dissenting) (citing law review commentary and remarking that the origin and purpose of
the writ of mandamus remains "somewhat unobvious and unexamined").
-8-
relief for shareholders in private corporations who wish to inspect their corporation's
books and records. See Fla. Military Acad., Inc. v. State ex rel. Moyer, 174 So. 3, 4-5
(Fla. 1937) (affirming issuance of a writ of mandamus to authorize a shareholder to
inspect the books and records of a corporation); Soreno Hotel Co. v. State ex rel. Otis
Elevator Co., 144 So. 339, 342 (Fla. 1932) (holding that a shareholder may seek a writ
of mandamus to compel a corporation to allow him access to its records). We are
compelled to follow this vein, though it seems difficult to reconcile within the larger body
of mandamus law.7
7Courts throughout the country have been divided on this issue for some
time. Compare Fla. Military Acad., 174 So. 3 (recognizing mandamus relief for a ten
percent shareholder to inspect his corporation's books and records); Feuer v. Merck &
Co., Inc., 187 A.3d 873, 881 (N.J. Super. Ct. App. Div. 2018) (observing that the "right"
of shareholders to inspect corporate records under New Jersey's common law "was
historically secured by a writ of mandamus" but the issuance of the writ was "still subject
to the exercise of the court's discretion"); Treat v. Inhabitants of Middletown, 8 Conn.
243, 246 (Conn. 1830) ("A mandamus lies to compel any person, corporation, or inferior
court to do a particular act, which they neglect."), with Hall, 890 So. 2d at 476 (holding
that mandamus could not lie against a private citizen); Am. Asylum v. Phoenix Bank, 4
Conn. 172, 178 (Conn. 1822) (expressing doubt that mandamus would be available for
plaintiffs to subscribe to a charitable corporation's shares; "The writ of mandamus lies to
enforce the execution of an act . . . and, regularly, issues only in cases, relating to the
public and the government . . . . It never lies to restore to a private office, or to execute
a private right . . . ."); Shipley v. Mechanics' Bank, 10 Johns. 484, 485 (N.Y. 1813) ("The
applicants have an adequate remedy, by a special action on the case, to recover the
value of the stock, if the bank have [sic] unduly refused to transfer it. There is no need
of the extraordinary remedy by mandamus, in so ordinary a case. . . . It is not a matter
of public concern, as in the case of public records and documents . . . .").
It may be that a writ of mandamus is still appropriate to enforce certain
corporate ministerial duties because, as the Florida Supreme Court once explained, "[a]
corporation being the recipient of a franchise from the state, it and its officials are
subject to judicial control by means of the writ of mandamus." Soreno Hotel, 144 So. at
340. One could argue, though, that the proliferation of corporate organizations over the
past century, the relative ease with which a corporate entity can now be created, and
the panoply of legal remedies available to shareholders in modern civil practice—
declaratory relief, injunctive relief, a direct action to apply for an expedited court order
under section 607.1604—render this extraordinary writ an ill-suited procedural relic for
this kind of private controversy.
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That alone, however, does not resolve this appeal. While we are bound to
recognize the potential availability of mandamus relief for a corporate shareholder who
has been deprived of his or her statutory right to inspect a corporation's books and
records, we cannot ignore the legal boundaries that have been set for this extraordinary
writ's reach. Mandamus is available "only to enforce a right that is both clear and
certain." Fla. League of Cities v. Smith, 607 So. 2d 397, 400 (Fla. 1992). "Mandamus
may not be used to establish the existence of such a right, but only to enforce a right
already clearly and certainly established in the law." Id. at 401; see also McNayr, 133
So. 2d at 316 ("The purpose of the remedy [of mandamus] is not to establish a legal
right. Its function is to enforce a right which has already been clearly established.").
The clarity and certainty required for mandamus relief ordinarily prevents the issuance
of a writ of mandamus in cases where there is an underlying substantive fact in dispute,
as Florida case law illustrates.
For example, in Morse Diesel International, Inc. v. 2000 Island Boulevard,
Inc., 698 So. 2d 309 (Fla. 3d DCA 1997), a condominium association (Williams Island)
that was in protracted litigation with a general contractor filed a separate petition for a
writ of mandamus to direct the clerk of the circuit court to disburse a cash bond that the
association had previously posted in connection with the litigation. The association
argued that the contractor's claim of lien on the underlying property had expired so that
the association was entitled to the return of its funds. Id. at 311. The circuit court
issued the writ, but the appellate court reversed, holding that the association failed to
establish a clear legal right to mandamus "where the clerk's answer and affirmative
defenses created a genuine issue of fact about whether Morse Diesel's claim of lien had
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expired and/or been satisfied." Id. at 312. "In granting the writ, we think that the court
improperly adjudicated rather than enforced an established right to these funds by
Williams Island." Id.
Similarly, in Immer v. City of Miami, 898 So. 2d 258 (Fla. 3d DCA 2005),
the Third District affirmed a circuit court's denial of a petition for writ of mandamus
where the petitioner sought to direct the City of Miami to cancel a building permit that
had been issued to a homeowners' association.
The petition and attachments reveal that there is a disputed
factual issue in the case. In applying for the building permit,
the Association swore that it was the owner of the land on
which the proposed gatehouse was to be constructed.
Immer asserts that he is a lot owner in the Moorings and an
attorney specializing in real estate. He states that in his
opinion the operative real estate documents make the lot
owners (not the Association) the owners of the land on which
the gatehouse is to be constructed.
Since there is a factual dispute regarding ownership
of the property, mandamus is not an available remedy.
"[R]elief cannot be afforded by mandamus where the right to
which relator claims he clearly is entitled depends on the
determination of controverted question of fact[]." State ex
rel. Blatt v. Panelfab Int'l Corp., 314 So. 2d 196, 198 (Fla. 3d
DCA 1975).
Id. at 259 (alterations in original) (emphasis added).
As Mr. Mancini acknowledged in the proceedings below, his status as a
shareholder was not only controverted, it was a preliminary factual issue the circuit court
had to decide in order to adjudicate the merits of his mandamus petition. But a
mandamus proceeding is not the appropriate mechanism to resolve that kind of factual
dispute. See L.B. Price Mercantile Co. v. Gay, 44 So. 2d 87, 89 (Fla. 1950) ("It is
seldom proper to resort to mandamus when determination of controverted questions of
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fact is necessary in an ascertainment of the rights of the parties."); Immer, 898 So. 2d at
259; Morse Diesel, 698 So. 2d at 312; State ex rel. Blatt, 314 So. 2d at 198 ("[R]elief
cannot be afforded by mandamus where the right to which relator claims he clearly is
entitled depends on the determination of controverted questions of facts." (first citing
State ex rel. H.W. Metcalf Co. v. Martin, 46 So. 424, 426 (Fla. 1908); and then citing
Sanitarians' Registration Bd. v. Solomon, 148 So. 2d 744, 749 (Fla. 1st DCA 1963),
quashed, 155 So. 2d 353 (Fla. 1963))).
The circuit court's convening a show cause hearing did nothing to rectify
this error. Contrary to Mr. Mancini's argument here and below, the mandamus show
cause hearing that we recognized in Radford was never meant to be a surrogate for a
trial on the merits over disputed, substantive factual issues concerning the ownership
interests in a private corporation.8 Rather, the show cause hearing must necessarily be
limited to the confines of what can be appropriately adjudicated in a mandamus
proceeding: that is, whether the petitioner has a clear legal right to the requested relief,
whether the respondent has an indisputable legal duty to perform the requested action,
and whether the petitioner has any other legal remedy. See Huffman, 813 So. 2d at 11;
8The only Florida case we have found where a court arguably recognized
that a mandamus proceeding could be utilized to determine a shareholder's ownership
interest was Farro v. Simplex Medical Systems, Inc., 748 So. 2d 342 (Fla. 3d DCA
2000). The Third District's one-paragraph opinion in Farro reversed a circuit court's
denial of a mandamus petition because "contrary to the finding below, the evidence as
to the only disputed fact unequivocally establishes that Simplex, Inc. received the
required consideration for the issuance of the shares of stock which are now in
question." Id. at 342. The Farro opinion neither mentioned nor addressed the legal
elements necessary to establish a right to mandamus relief, and so we do not find Farro
particularly persuasive on this issue. Instead, we think the better reasoned approach
would be to follow the law's general aversion to deciding disputed factual issues in
mandamus proceedings.
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Radford, 914 So. 2d at 1067. To hold otherwise, to extend the ambit of a show cause
hearing in a mandamus proceeding to the extent Mr. Mancini suggests, would expand
the reach of the writ beyond its historic demarcations.
It would also radically alter the burden of persuasion in a disputed civil
controversy. As Villa Bellini points out, Mr. Mancini was the petitioner in the proceeding
below; and yet, it was Villa Bellini, the respondent, that bore the burden of persuasion at
the show cause hearing. Cf. Schaffer ex rel. Schaffer v. Weast, 546 U.S. 49, 56 (2005)
("We therefore begin with the ordinary default rule that plaintiffs bear the risk of failing to
prove their claims." (citation omitted)); Arthur v. Unkart, 96 U.S. 118, 122 (1877) ("The
burden of proof is upon the party holding the affirmative of the issue." (citing Johnson v.
Plowman, 49 Barb. 472 (N.Y. 1867))); Meneses v. City Furniture, 34 So. 3d 71, 73-74
(Fla. 1st DCA 2010) ("As a rule, the burden of persuasion is with the party who initiates
the proceeding, and remains with that party to establish the material elements of
recovery." (citing Smith's Bakery, Inc. v. Jernigan, 134 So. 2d 519, 521 (Fla. 1st DCA
1961))); see also 2 J. Strong, McCormick on Evidence § 337 (5th ed. 1999) ("The
burdens of pleading and proof with regard to most facts have been and should be
assigned to the plaintiff who generally seeks to change the present state of affairs and
who therefore naturally should be expected to bear the risk of failure of proof or
persuasion."). More than that, Villa Bellini's burden before the circuit court required it to
prove the proverbial negative that Mr. Mancini was not a shareholder. That is a
startlingly inverted way to resolve a factual controversy in a proceeding that is "seldom
proper" for resolving factual controversies. See Gay, 44 So. 2d at 89.
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We are also of the opinion that the limited factual inquiry a court
undertakes in a mandamus show cause hearing must align with another important
limitation of mandamus relief. A writ of mandamus is not available when the petitioner
has an adequate legal remedy. Huffman, 813 So. 2d at 11; see also Anthony, 277 So.
3d at 225 ("To be facially sufficient, a petition for writ of mandamus must also show the
petitioner has no adequate remedy at law." (citing Davis, 861 So. 2d at 1216)). If, as it
seems, Mr. Mancini, Villa Bellini, and Villa Bellini's shareholders were in doubt about Mr.
Mancini's status as a shareholder, chapter 86 of the Florida Statutes afforded them the
right to obtain a declaratory judgment to have that issue definitively resolved. See, e.g.,
Hyman v. Daoud, 194 So. 3d 392, 395 (Fla. 3d DCA 2016) (affirming circuit court's
declaratory judgment of the extent and nature of a corporation's ownership); Price v.
Rome, 222 So. 2d 252, 253 (Fla. 3d DCA 1969) (affirming declaratory judgment that
determined that plaintiff owned 40,000 shares of a corporation); cf. Telestrata, LLC v.
NetTALK.com, Inc., 126 F. Supp. 3d 1344, 1350 (S.D. Fla. 2015) ("The question of
rightful ownership of securities is a proper case or controversy for resolution by a
[federal] declaratory judgment claim." (citing Linker v. Custom-Bilt Mach. Inc., 594
F. Supp. 894, 901 (E.D. Pa. 1984))). By deciding Mr. Mancini's disputed status as a
shareholder of Villa Bellini, the circuit court erroneously crafted the legal remedy of a
declaratory judgment from a mandamus petition.
III.
We hold that the circuit court erred when it utilized a mandamus show
cause hearing to resolve the disputed fact of Mr. Mancini's ownership interest in Villa
Bellini. We further hold that that error was harmful. As we have already discussed,
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adjudicating the preliminary disputed factual issue of Mr. Mancini's share ownership in a
show cause hearing effectively switched the burden of persuasion that he, as a
petitioner or plaintiff, would have ordinarily had in a civil case. And the error allowed Mr.
Mancini to obtain a legal remedy—a judicial declaration that he is a shareholder—in a
proceeding that is supposed to be reserved for cases where no adequate legal remedy
is available.
Mr. Mancini may very well have an ownership interest in Villa Bellini. In a
proper proceeding, he may end up proving what the circuit court determined in his
mandamus petition. All we hold today is that this kind of factual dispute is not one that
can be resolved in a mandamus show cause hearing. Accordingly, we reverse the
order below and remand this case for proceedings consistent with this opinion.
Reversed and remanded.
SMITH, J., and CASE, JAMES R., ASSOCIATE SENIOR JUDGE, Concur.
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