AMERICAN SALES AND MANAGEMENT ORGANIZATION, LLC, D/B/A EULEN AMERICA, APPELLANT,
v.
LUIS RODRIGUEZ LOPEZ, ET AL., APPELLEES
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The court held that the parties' Operating Agreement clearly and unambiguously obligates ASMO to advance litigation expenses for its officers and managers.
ASMO sued its former officers, Rodriguez and Blake, alleging they breached their duties of loyalty and care. The officers moved for partial summary ju…
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American Sales and Management Organization LLC, etc. (“ASMO”) appeals an Omnibus Order on appellees Luis Rodriguez Lopez’s and Brent Blake’s motions for partial summary judgment, and an Order on Joint Motion to Determine Amount of Expenses that ASMO must “Advance” and to Establish a Going-Forward Protocol Regarding “Advancement” in the defense of the underlying lawsuit. We affirm because the parties’ Operating Agreement obligates ASMO to advance expenses.
The Operating Agreement contains an advancement provision that is clear and unambiguous. Section 5.15(b) of the parties’ Operating Agreement requires that ASMO shall indemnify and hold harmless any person it sues by reason of the fact that such person was a manager or officer of ASMO. Section 5.15(f) requires that expenses subject to indemnification shall be paid by ASMO in advance of such proceedings’ final disposition.1
ASMO sued by reason of the fact that the appellees Rodriguez and Blake served as officers and managers of ASMO. ASMO alleged in its Fourth Amended Complaint and Demand for Jury Trial that its claims arose from a multi-year scheme developed and executed by Rodriguez and Blake while they simultaneously served as ASMO’s two highest-ranking officers, man*231agers, and agents. ASMO alleged that Rodriguez and Blake breached their duties of loyalty and care in their capacity as officers and managers of ASMO.
The trial court therefore correctly found that, pursuant to the clear and unambiguous language of the advancement provision, ASMO must advance expenses. See Andersen Windows, Inc. v. Hochberg, 997 So.2d 1212, 1214 (Fla. 3d DCA 2008)(stat-ing that a contract must be enforced as written when it is clear and unambiguous).
Affirmed.
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Citator
Cited By
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Am. Sales & Mgmt. Org. LLC v. Lopez, 373 So. 3d 1198 (Fla. 3d DCA 2023)…Agreement. During the pendency of the lawsuit, the trial court granted Rodriguez advancement of legal fees and costs in defense of ASMO’s lawsuit, which ASMO appealed in American Sales & Management Organization, LLC v. Luis Rodriguez Lopez, et al., 217 So. 3d 230 (Fla. 3d DCA 2017) (ASMO I). In ASMO I, this court held that the “clear and unambiguous language” of ASMO’s Operating Agreement obligated ASMO to advance expenses to Rodriguez “in the defense of the underlying lawsuit.” Id. at 230. In so holding,…
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Blake v. Am. Sales & Mgmt. Org. LLC (Fla. 3d DCA 2021)…ger and officer, for breach of fiduciary duties. The trial court determined Blake was entitled to advancement of legal expenses pursuant to American Sales’ Operating Agreement, and this Court affirmed. See Am. Sales & Mgmt. Org., LLC v. Lopez, 217 So. 3d 230 (Fla. 3d DCA 2017). In November 2017, American Sales filed a notice of voluntary dismissal. Blake was awarded nearly $900,000 for advancement expenses, and American Sales continued to pay Blake’s expenses through January 2018. In January 2018,…
Authorities Cited
- Andersen Windows, Inc. v. Hochberg, 997 So. 2d 1212 (Fla. 3d DCA 2008)