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Conrad FLB Management, LLC v. Diamond Blue International, Inc.

Florida Court of Appeals, Third District

December 4, 2019

Conrad FLB Management, LLC, etc., et al., Appellants,
v.
Diamond Blue International, Inc., etc., et al., Appellees.

         Not final until disposition of timely filed motion for rehearing.

          An Appeal from the Circuit Court for Miami-Dade County Lower Tribunal No. 16-26865 Abby Cynamon, Judge.

          Crabtree & Auslander, and John G. Crabtree, Charles M. Auslander and Brian C. Tackenberg, for appellants.

          Ava J. Borrasso, P.A., and Ava Borrasso, for appellees.

          Before EMAS, C.J., and SCALES and HENDON, JJ.

          SCALES, J.

         Appellants, defendants below, CFLB Partnership, LLC, formerly known as Conrad FLB Partnership, LLC (at times referred to herein as "Partnership, LLC"); CFLB Management, LLC, formerly known as Conrad FLB Management, LLC (at times referred to herein as "Management, LLC"); and Jose E. Cabanas ("Cabanas") appeal a December 17, 2018 amended final summary judgment in which the trial court determined that Partnership, LLC and Cabanas were liable on two promissory notes, both of which had been executed by Cabanas in his capacity as manager of Management, LLC. Because issues of fact exist regarding the parties' intent to hold Partnership, LLC and Cabanas responsible for Management, LLC's note obligations, we reverse the final summary judgment as to these appellants, but affirm as to Management, LLC.

         I. Relevant Background

         While most of the relevant background facts are not in dispute, they are convoluted, as they involve two loans for which one individual and two separate, albeit related, entities, both of which underwent name changes, have been found liable.

         Conrad FLB Management, LLC was incorporated as a Delaware limited liability company in August 2012. Just over a year later, in November 2013, this entity changed its legal name to CFLB Management, LLC. At all times material Cabanas was the manager of this entity.

         Conrad FLB Partnership, LLC was incorporated as a Delaware limited liability company in August 2012. In October 2013, this entity changed its legal name to CFLB Partnership, LLC. At all times material Cabanas was the manager of this entity.

         Despite Conrad FLB Management, LLC already having changed its legal name to CFLB Management, LLC, on April 8, 2015, Cabanas executed two due-on-demand promissory notes as the "Manager/Authorized Signatory" for Conrad FLB Management, LLC. The signature blocks for both notes appear as indicated below:

CONRAD FLB MANGEMENT, LLC, a Delaware limited liability company By: Joss E. Cabanas Its: ...

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