FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION AND, IF
from the Circuit Court for Pinellas County; George M.
D. Blank of Holland & Knight LLP, Tampa, for Appellant.
Brandon S. Vesely and Shannon T. Sinai (withdrew after
briefing) of Albertelli Law, Tampa; Brandon S. Vesely of The
Florida Appellate Firm, P.A., St. Petersburg (substituted as
counsel of record), for Appellee Ciro Mancini.
appearance for Appellee QAMM Properties, Inc.
surface, this is a business dispute over the right of a
shareholder to inspect his corporation's records; but the
real controversy here is whether Ciro Mancini, an executive
chef, is in fact a shareholder of Villa Bellini Ristorante
& Lounge, Inc. (Villa Bellini). Following an evidentiary
hearing, the circuit court issued its "Final Order
Granting Petitioner's Writ of Mandamus and Motion for
Summary Relief" in favor of Mr. Mancini and determined
that Mr. Mancini was indeed a Villa Bellini shareholder and
that, as such, he was entitled to access and review of Villa
Bellini's corporate records. Villa Bellini appeals from
interest of brevity, we will relate several of the circuit
court's factual findings to provide some of the factual
background of this appeal:
On or about January 27, 2014, Ciro Mancini
("Mancini"), an Italian chef working at a
restaurant in Dunedin . . . spoke with a man by the name of
Marco Marzocca ("Marzocca") about opening an
Italian restaurant called Villa Bellini Ristorante, LLC. . .
On or about July 24, 2014, Villa Bellini [Ristorante] and
Lounge, Inc. ("VBRL") was established and
incorporated and Villa Bellini Ristorante, LLC ceased
Amongst other things, Mancini, as general manager and
executive chef of VBRL, was responsible for overseeing the
buildout, the hiring of employees, and the menu to the new
In his position as Executive Chef of VBRL, Mancini was paid a
On or about September 20, 2016, Mancini was terminated as the
Executive Chef of VBRL. . . . After September 20, 2016,
Mancini, through counsel, made requests for inspection of
books and records of VBRL pursuant to a statutory demand for
inspection Chapter § 607.1602, Florida Statutes (2016 as
amended) but said requests were denied because VBRL, Inc. did
not recognize Mancini as a shareholder.
followed Mr. Mancini's termination and unsuccessful
demand to review Villa Bellini's records was Mr.
Mancini's filing of a verified petition for writ of
mandamus against Villa Bellini. Mr. Mancini also filed a
"Motion for Summary Relief and Expedited Relief Pursuant
to Fla. Stat. § 607.1604(1) and Expedited Relief
Pursuant to Fla. Stat. § 607.1604(2)" in which Mr.
Mancini, quite candidly, alleged that the underlying purpose
for the requested documents was to "determine the
existence and merits" of potential legal and equitable
claims Mr. Mancini would pursue against Villa Bellini and its
shareholders. However, as Mr. Mancini conceded (in a
subsequent motion to consolidate and stay), the determination
of Mr. Mancini's status as a shareholder of Villa
Bellini-that is, whether he was one-was an important
preliminary issue that "must be made in the first
instance" by the circuit court.
not surprisingly, that issue was both somewhat convoluted and
hotly contested. We need not detail all the bank records, tax
returns, amended tax returns, and corporate records that were
brought to the circuit court's attention. Suffice it to
say, there were discrepancies-early corporate filings
reflected Mr. Mancini owning 60, 000 of Villa ...