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Villa Bellini Ristorante & Lounge, Inc. v. Mancini

Florida Court of Appeals, Second District

November 15, 2019

VILLA BELLINI RISTORANTE & LOUNGE, INC., Appellant,
v.
CIRO MANCINI, and QAMM PROPERTIES, INC., a Florida corporation, Appellees.

         NOT FINAL UNTIL TIME EXPIRES TO FILE REHEARING MOTION AND, IF FILED, DETERMINED

          Appeal from the Circuit Court for Pinellas County; George M. Jirotka, Judge.

          Stacy 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.

         No appearance for Appellee QAMM Properties, Inc.

          LUCAS, JUDGE.

         On the 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 that order.

         I.

         In the 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 operations.
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 restaurant, VBRL.
In his position as Executive Chef of VBRL, Mancini was paid a salary.
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.

         What 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.

         Perhaps 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 ...


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