MIGUEL VEIZAGA, ETC.
v.
ALICIA LABRADOR, ET AL.

Fla. 3d DCA | 2025-05-28
No. 2024-1207
Santovenia, J., Emas, J., Fernandez, J., Miller, J.
2025 FL 4461 Florida District Court of Appeal, Third District (2025)

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Holding

Operating agreements govern the manner and conditions for transferring limited liability company interests, and a transfer that does not comply with the express conditions in the operating agreement is not enforceable.


Headnotes

[1] A transfer of limited liability company interests is not enforceable if it fails to comply with the express conditions for transfer set forth in the company's operating a…

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Key Quotes

“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.”

Demir v. Schollmeier, cited for the principle that operating agreements control LLC governance and member relations.

Facts & Procedural History

Miguel Veizaga appealed a circuit court decision in a limited liability company dispute involving Alicia Labrador and others. The case involved a ques…

The full statement of facts, procedural history, and disposition for this case are member content.

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Opinion of the Court

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.

Footnotes
2 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
3 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.”).

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