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Agritrade, LP v. Quercia

Florida Court of Appeals, Third District

November 29, 2017

Agritrade, LP, et al., Appellants,
v.
Antonio Quercia, et al., Appellees.

         Not final until disposition of timely filed motion for rehearing.

         Appeals from the Circuit Court for Miami-Dade County No. 13-15713, John W. Thornton, Jr., Judge.

          White & Case, Raoul G. Cantero, James N. Robinson, David P. Draigh and Jesse L. Green; Perlman, Bajandas, Yevoli & Albright, Paul D. Turner, Jonathan Feldman, Joshua B. Spector and D. Porpoise Evans; Kula & Associates, Elliot B. Kula and W. Aaron Daniel, for appellants.

          Ross & Girten and Lauri Waldman Ross; Kozyak Tropin & Throckmorton, Dyanne E. Feinberg, Gail A. McQuilkin, and Javier Lopez, for appellees.

          Before ROTHENBERG, C.J., and EMAS and LOGUE, JJ.

          EMAS, J.

          In these consolidated appeals, Agritrade L.P. and Agritrade Lending, S.A. appeal partial final summary judgments entered against them in favor of Antonio Quercia and Agro Supply, S.A., and Juan Curbelo appeals final judgment entered against him, following a jury trial, in favor of Agro Supply, S.A. For the reasons that follow, we affirm in part and reverse in part.

         BACKGROUND AND PROCEDURAL HISTORY

         Agritrade L.P. ("LP") and Agritrade Lending, S.A. ("Lending") are in the business of exporting agricultural products from the United States to Venezuela. Juan Curbelo ("Curbelo") is a member of LP and Lending, as well as several other related Agritrade companies.[1] Antonio Quercia, a citizen of Venezuela, is the sole shareholder of Agro Supply, S.A. ("Agro Supply").

         On March 14, 2012, Agritrade manager/agent Ruben Sierra sent a letter on generic Agritrade letterhead, indicating an agreement for Quercia to "send funds" in the amount of $15 million "as an investment, which will accrue interest at an annual rate of 10%, to be renewed quarterly as Mr. Quercia may decide." The letter further provided that Quercia would give twenty days' notice when he wished to "withdraw the funds" and that the funds would be "received around the week of March 12, 2012." The letter was signed only by Sierra. (This letter will hereinafter be referred to as "the Letter of Intent.")

         On March 29, 2012, Sierra, on behalf of Lending, executed a "Revolving Promissory Note" evincing a loan from Quercia (identified as the "Payee") to Lending (identified as the "Maker"). Under the terms of the note, the principal was due on or before June 26, 2012, and as the Letter of Intent had indicated, fixed an interest rate of ten percent per annum. Quercia transferred the funds from his company Agro Supply's bank account to LP, who later allegedly transferred the funds to Lending.

         On June 26, 2012, the day the note was to become due, another "Revolving Promissory Note" was executed by Sierra in favor of Quercia (again identified as the "Payee"), but this time Sierra signed under an LP signature block. Nonetheless, Lending was still identified in the note as the "Maker." The remaining terms of the note were the same, with the exception that the due date for repayment was extended to December 1, 2012. No additional funds were transferred.

         As of May 1, 2013, it is undisputed that $9.5 million of the loaned funds remained unpaid. On that date, Agro Supply sued Lending and LP, as well as several other related entities and individuals. After the defendants moved to dismiss the complaint based on, inter alia, Agro Supply's failure to join Quercia as an indispensable party, an amended complaint was filed, adding Quercia as a plaintiff. The amended complaint alleged the following counts:

Count I: Breach of contract by Quercia and Agro against LP, Lending, Agritrade Investments, and Agri Commodity Trade, LLC[2]based on the Letter of Intent.
Count II: Breach of promissory note by Quercia against LP, Lending, Agritrade Investments, and Agri Commodity Trade, LLC based on the second promissory note. A copy of the second note was attached to the amended complaint.
Count III: Violation of Florida's Uniform Fraudulent Transfer Act (section 726.105(1), Florida Statutes), by Quercia and Agro against LP, Lending, Agritrade Investments, Agri Commodity Trade, LLC, Galo Group Limited ("Galo"), and Juan Curbelo, [3] alleging Curbelo improperly caused the Agritrade entities to transfer at least $9.5 million to his alter-ego corporations and that the transfers were made with the actual intent to hinder, delay, and/or defraud the Agritrade entities (or alternatively, without ...

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