final until disposition of timely filed motion for rehearing.
Appeal from a non-final order from the Circuit Court for
Miami-Dade County Lower Tribunal No. 18-12250, Spencer Eig,
Lamb Hall & Leto, P.A., and Matthew P. Leto, for
Perlman Bajandas Yevoli & Albright PL, and Jonathan
Feldman (Fort Lauderdale); Alhalel Law, and Joshua R.
Alhalel, for appellees.
SCALES, MILLER and GORDO, JJ.
Greene, the plaintiff below, derivatively on behalf of both
Oak and Cane Co. ("Oak") and Oak & Cane
Holdings, LLC ("Holdings"), appeals the trial
court's order granting a motion to compel arbitration and
stay litigation by the appellees, defendants below, Jeffrey
Johnson, Cameron Grace, Joseph Villaticoand O&C
Spirits, LLC. We affirm the order as to Greene's
derivative claims brought on behalf of Oak, but we reverse as
to Greene's derivative claims brought on behalf of
2016, Greene and Grace incorporated Oak to manufacture and
sell Oak & Cane American Craft Rum. Each had a fifty
percent ownership interest in Oak. In January 2017, Greene
and Grace: (i) hired Villatico to serve as Director of Sales
and Promotional Strategies; (ii) formed Holdings as a
separate entity to own the brand's trademarks and other
intellectual property; and (iii) received a $300, 000
investment in Oak from Johnson in exchange for a seven and a
half percent ownership interest in both Oak and
provide additional capital, Johnson loaned $200, 000 to Oak
in May 2017, and another $100, 000 in July 2017. The loan
agreements between Oak and Johnson contain broad dispute
resolution provisions that require arbitration for any
"dispute, claim or controversy arising out of or
relating to" the loans.
Johnson made both loans to Oak, conflict arose from
Greene's incurring of expenses, and Greene withdrew from
his management position in Oak. Subsequently, Johnson sent
notices of default to Oak. On January 18, 2018, Johnson,
Grace, Villatico, Oak, and Holdings entered into a settlement
agreement, under which Johnson received full ownership of the
assets and intellectual property owned by both Oak and
Holdings. Greene did not sign this settlement agreement.
April 16, 2018, Greene, purportedly on behalf of both Oak and
Holdings, filed derivative claims against Johnson, Grace,
Villatico, and O&C Spirits, a company formed in December
2017, by Johnson, Grace, and Villatico. Greene alleges that
the defendants conspired to and carried out a plan to divert
the property, assets, and goodwill of Oak and Holdings to
O&C Spirits. Additionally, Greene alleges that Johnson
and Grace breached the fiduciary duties of care and loyalty
that they owed to Oak and Holdings as managers and members of
being served with Greene's derivative action, Johnson
moved to compel arbitration of Greene's derivative claims
against him, citing the broad arbitration provisions in the
May and July 2017 loan agreements entered into between
Johnson and Oak. Grace and O&C Spirits joined in
Johnson's motion to compel arbitration. On November 14,
2018, the trial court entered an order granting the motion as
to the defendants, and Greene now timely appeals this order.