of Certiorari to the Circuit Court for Miami-Dade County,
Peter R. Lopez, Judge. Lower Tribunal No. 19-298
Offices of Jonathan A. Heller, P.A., and Jonathan A. Heller;
Jay M. Levy, P.A, and Jay M. Levy, Miami, for petitioners.
Offices of Charles M-P George, and Charles M-P George,
Clearwater, for respondents.
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.
Petitioners, Francisco Aracena Blamey ("Aracena")
and Above Ground Level Aerospace Corp. ("AGL"),
seek a writ of certiorari quashing the trial courts order
denying their motion to disqualify the attorney representing
the respondents, Juan Menadier ("Menadier") and A
Professional Aviation Services Corp ("Menadiers
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 Kolskis prior legal work
for AGL. For the reasons below, we hold it is. Accordingly,
we grant the petition and quash the trial courts order.
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 Menadiers Corporation.
Menadier claims Aracena orally agreed to give Menadier 50% of
the stock of AGL. Menadier and Aracenas 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. Kolskis sole contact at AGL was Menadier. Kolski
did various legal tasks for AGL. Kolski did not sign a formal
retainer agreement. When Menadiers 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 AGLs only lawyer. Kolski
billed Menadiers Corporation for the term sheet. When
Menadier received the invoice, however, he forwarded the bill
to AGLs 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 Kolskis legal
bills to AGLs 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
prepared the term sheet for AGL, which is why AGL paid the