of Certiorari to the Circuit Court for Miami-Dade County,
Lower Tribunal No. 19-298 Peter R. Lopez, Judge.
Offices of Jonathan A. Heller, P.A., and Jonathan A. Heller;
Jay M. Levy, P.A, and Jay M. Levy, for petitioners.
Offices of Charles M-P George, and Charles M-P George, for
LOGUE, LINDSEY, and LOBREE, JJ.
ON MOTION FOR REHEARING
case comes before us on rehearing. We withdraw our previous
opinion, and issue this opinion in its stead.
Francisco Aracena Blamey ("Aracena") and Above
Ground Level Aerospace Corp. ("AGL"), seek a writ
of certiorari quashing the trial court's order denying
their motion to disqualify the attorney representing the
respondents, Juan Menadier ("Menadier") and A
Professional Aviation Services Corp ("Menadier's
Corporation"). Before filing this lawsuit against AGL,
the respondents' attorney, Stephen J. Kolski, performed
legal work for AGL. The issue presented is whether the
underlying lawsuit is substantially related to Kolski's
prior legal work for AGL. For the reasons below, we hold it
is. Accordingly, we grant the petition and quash the trial
repairs and sells various aircraft parts. At all relevant
times, it was owned by Aracena. Aracena hired Menadier to
manage AGL. While working for AGL, Menadier formed his own
corporation, which we refer to as Menadier's Corporation.
Menadier claims Aracena orally agreed to give Menadier 50% of
the stock of AGL. Menadier and Aracena's discussions in
this regard came to a head at a meeting in October 2018. In
anticipation of the meeting, Menadier asked Kolski to draft a
term sheet. The term sheet that Kolski prepared set forth the
current ownership interest of the corporate entities and
individuals involved in the deal, but left items to be
resolved at the meeting.
AGL was formed, Menadier brought Kolski on board to serve as
its lawyer. Kolski had previously performed legal work for
Menadier. Kolski's sole contact at AGL was Menadier.
Kolski did various legal tasks for AGL. Kolski did not sign a
formal retainer agreement. When Menadier's employment
with AGL ended, Kolski also stopped doing legal work for AGL.
While Kolski represented AGL, he never represented Aracena
Kolski prepared the term sheet, Menadier was the General
Manager of AGL and Kolski was AGL's only lawyer. Kolski
billed Menadier's Corporation for the term sheet. When
Menadier received the invoice, however, he forwarded the bill
to AGL's accounting department for payment. Menadier
indicated that this was a mistake. But he also testified that
his practice during this time was to send all Kolski's
legal bills to AGL's accounting department for payment.
In fact, he did not even open the bills. "I was
AGL," he explained, "I was the company." The
AGL employee who ran its day to day operations testified that
she understood Kolski prepared the term sheet for AGL, which
is why AGL paid the invoice.
the meeting took place, however, Aracena and Menadier failed
to agree and AGL fired Menadier. Menadier and Menadier's
Corporation then filed the instant lawsuit, represented by
current, operative complaint contains nine individual counts.
We focus on three. In count I, Menadier sued Aracena for
breach of the oral agreement to give Menadier 50% of the
stock of AGL. In count II, Menadier sued AGL for unjust
enrichment claiming Menadier had transferred $54, 670 to AGL
and had paid a third party $83, 948.90 to pay a debt of AGL
as part of "Menadier's required equity
contribution." In count VIII, Menadier's Corporation
sued AGL for unjust enrichment over $252, 325.39 for airplane
parts which were sold to third parties with the proceeds
going to AGL, as Menadier and Menadier's Corporation
admit in their Response, "in anticipation of becoming a
50% owner of AGL."
and AGL moved to disqualify Kolski from representing Menadier
and Menadier's Corporation. The trial court held an
evidentiary hearing and denied the motion to disqualify.
Aracena and AGL now seek a writ ...