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Blamey v. Menadier

Florida Court of Appeals, Third District

November 6, 2019

Francisco Aracena Blamey, et al., Petitioners,
v.
Juan Menadier, et al., Respondents.

          A Writ of Certiorari to the Circuit Court for Miami-Dade County, Lower Tribunal No. 19-298 Peter R. Lopez, Judge.

          Law Offices of Jonathan A. Heller, P.A., and Jonathan A. Heller; Jay M. Levy, P.A, and Jay M. Levy, for petitioners.

          Law Offices of Charles M-P George, and Charles M-P George, for respondents.

          Before LOGUE, LINDSEY, and LOBREE, JJ.

          ON MOTION FOR REHEARING

          LOGUE, J.

         This 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 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 court's order.

         FACTS

         AGL 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.

         When 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 personally.

         When 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.

         When 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 Kolski.

         The 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."

         Aracena 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 ...


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