FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION AND, IF
Petition for Writ of Certiorari to the Circuit Court for
Hillsborough County; Chet A. Tharpe, Judge.
S. Weitzner of Arthur S. Weitzner, P.A., Sarasota, for
Hersh of Hunter Business Law Tampa, for Respondent.
Products, LLC, a Delaware company, seeks certiorari review of
an order indefinitely staying proceedings in its pending
breach of contract action against Intracoastal Environmental,
LLC. We grant the petition and quash the order.
Products filed a complaint seeking damages for
Intracoastal's alleged failure to pay under an equipment
rental agreement. Pursuant to Intracoastal's motion, the
circuit court dismissed the complaint without prejudice
because Super Products had failed to comply with section
605.0904(1), Florida Statutes (2014-17). That statute
provides that a foreign limited liability company doing
business in Florida "may not maintain an action or
proceeding in this state unless it has a certificate of
authority to transact business in this state." Super
Prods., LLC v. Intracoastal Envtl., LLC, 210
So.3d 240, 241 (Fla. 2d DCA 2017) (quoting § 605.0904,
Fla. Stat. (2014)). Section 605.0904(3) states:
A court may stay a proceeding commenced by a foreign limited
liability company or its successor or assignee until it
determines whether the foreign limited liability company or
its successor requires a certificate of authority. If it so
determines, the court may further stay the proceeding until
the foreign limited liability company or its successor
obtains the certificate.
a certificate of authority is a condition only to maintaining
a lawsuit, not to filing one, and because the remedy of
dismissal is not provided for in the statute, this court
reversed the dismissal and instructed the circuit court to
reconsider whether a stay was appropriate. 210 So.3d at 242.
our mandate, Super Products obtained a certificate of
authority and filed a copy of it with the circuit court.
Thereafter, on Intracoastal's motion, the court entered
an order finding that Super Products had fraudulently
obtained the certificate because of an alleged misstatement
on its application regarding the date upon which it began
doing business in Florida. The court declared that the
certificate was invalid. Further, "[s]ince Super
Products has failed to obtain the proper Certificate of
Authority[, ] the proceedings before this Court are stayed
pursuant to Fla. Stat. § 605.0904(3) until Super
Products, obtains an appropriate certificate of
authority." Super Products filed this timely petition
for a writ of certiorari.
is available to review a nonfinal order that causes a
material injury that cannot be corrected on appeal. This is
otherwise described as irreparable harm. Citizens Prop.
Ins. Corp. v. San Perdido Ass'n, 104 So.3d 344, 351
(Fla. 2012). Orders staying proceedings are reviewable by
certiorari. See Paley v. Cocoa Masonry, Inc., 354
So.2d 945, 946 (Fla. 2d DCA 1978); Stein v. Bayfront Med.
Ctr., Inc., 287 So.2d 401, 401 (Fla. 2d DCA 1973);
State v. Antonucci, 590 So.2d 998, 999-1000 (Fla.
5th DCA 1991). In the present case, the stay is indefinite;
without certiorari review, Super Products would be stuck in
limbo with no way to pursue its lawsuit or to challenge the
circuit court's ruling. The stay causes irreparable harm
for that reason.
petitioner for certiorari must also demonstrate that the
circuit court's ruling departs from the essential
requirements of law. Citizens Prop. Ins., 104 So.3d
at 351. This requires a determination that the lower
court's order departed from "clearly established
law," which may derive from a variety of legal sources,
including statutes. Allstate Ins. Co. v. Kaklamanos,
843 So.2d 885, 890 (Fla. 2003). That is what happened here.
process for obtaining a certificate of authority from the
Department of State is described in section 605.0902, Florida
Statutes (2014-17). The effect of the certificate is set
forth in section 605.0903, Florida Statutes (2015-17), as
(1) Unless the department determines that an
application for a certificate of authority of a foreign
limited liability company to transact business in this state
does not comply with the filing requirements of this chapter,
the department shall, upon payment of all filing
fees, authorize the foreign limited liability company to