Villa Bellini Ristorante & Lounge, Inc. v. Mancini

• Decision Date: 15 November 2019
• Docket Number: Case No. 2D18-2249
• Parties: VILLA BELLINI RISTORANTE & LOUNGE, INC., Appellant, v. Ciro MANCINI, and QAMM Properties, Inc., a Florida corporation, Appellees.
• Court: Florida District Court of Appeals

283 So.3d 972

VILLA BELLINI RISTORANTE & LOUNGE, INC., Appellant,

v.Ciro MANCINI, and QAMM Properties, Inc., a Florida corporation, Appellees.

Case No. 2D18-2249

District Court of Appeal of Florida, Second District.

Opinion filed November 15, 2019

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 Bellini's 240,000 authorized shares; amended records later deleted that ownership interest.¹

On April 6 and 12, 2018, the circuit court convened an evidentiary hearing on Mr. Mancini's motion for summary relief and considered the merits of his mandamus petition. At the outset of the proceeding, the court announced that the hearing was "a show-cause hearing whether this Court should not immediately issue a writ of mandamus," which raised another preliminary issue: who had the burden of persuasion? Villa Bellini's counsel maintained that the burden remained on the petitioner, while Mr. Mancini argued that the burden would be on the respondent to show good cause why Mr. Mancini was not entitled to the corporate records he sought. The court agreed with Mr. Mancini and indicated that Villa Bellini bore the burden of showing "why this Court should not issue a writ of mandamus," and the parties then proceeded to present their respective cases.

From our review of the evidentiary hearing, the underlying issue of Mr. Mancini's status as a shareholder was anything but clear. The current president (and partial owner) of Villa Bellini, Vincent Addonisio, testified that Mr. Mancini never became a shareholder of Villa Bellini because Mr. Mancini never contributed the $60,000 that Mr. Addonisio believed was required under a purported "operating agreement" of the corporation.² Mr. Mancini could not recall the total amount he had paid for his shares in Villa Bellini, but he testified that he provided a $15,000 check, an unknown number of "deposits," remodeling construction work for the restaurant, and that he then worked for the restaurant as a chef and manager. All of this, Mr. Mancini stated, covered the entirety of his required initial investment. Mr. Mancini was of the view that this was verbally agreed to among Villa Bellini's shareholders. Although early corporate records and tax returns reflected that Mr. Mancini was the president and a one-fourth owner of Villa Bellini, the gentleman who prepared those early records³ testified that Mr. Mancini had been his only source of financial information for the corporation at the time they were made. He further recalled:

Well, in the beginning I was trying to come up with the balance sheet to show the shareholders' contribution and I could see all the deposits being made from all the different shareholders, and I asked Mr. Mancini where his was and where they were, where they were coming from, and he mentioned that he gave – he paid with credit cards some expenses for – during the construction [of the restaurant], and then he gave liquor, wine – more wine to the company for his share.

And I also asked for proof of all that meaning statements from the credit card accounts, and inventory, and never got it. Actually, to this day I never saw any evidence.

As Mr. Mancini's counsel expressed in his concluding remarks to the trial court, "this company was run very loosely. It wasn't run with the oversight it probably should have [had]."

The circuit court adjudicated the dispute over Mr. Mancini's ownership from the evidence presented at the show cause hearing.⁴ In its order, the court found that Villa Bellini had failed to show good cause why a writ of mandamus should not issue. The court's order further elaborated, "based upon the evidence and law presented, [Mr. Mancini] need not rebut that Mancini is not a shareholder, since it has been demonstrated to the satisfaction of the conscience of this Court that he is and always has been a shareholder of Respondent, [Villa Bellini]." Thus, by obtaining a writ to allow an inspection of Villa Bellini's corporate books and records, Mr. Mancini also obtained an adjudication that he was, in fact, a shareholder of Villa Bellini.

II.

The standard of our review of a circuit court's order on a mandamus petition is somewhat multifaceted and depends, in part, upon how the lower court disposed of the petition. If the circuit court dismissed the mandamus petition as facially insufficient, we review the ruling de novo. See Anthony v. State, 277 So. 3d 223, 225 (Fla. 2d DCA 2019) (citing Asay v. State, 210 So. 3d 1, 22 (Fla. 2016) ); Chandler v. City of Greenacres, 140 So. 3d 1080, 1083 (Fla. 4th DCA 2014) (citing Barnett v. Antonacci, 122 So. 3d 400, 404 (Fla. 4th DCA 2013) ). If the circuit court determined the petition was facially sufficient and adjudicated it on the merits, as it did here, then we would ordinarily review the ruling for an abuse of discretion. See Brown v. Jones, 229 So. 3d 397, 397 (Fla. 1st DCA 2017) (citing Rosado v. State, 1 So. 3d 1147, 1148 (Fla. 4th DCA 2009) ); Bd. of Cty. Comm'rs Broward Cty. Fla. v. Parrish, 154 So. 3d 412, 417 (Fla. 4th DCA 2014). We afford that deferential review because the decision to grant mandamus relief is discretionary, not absolute. See Topps v. State, 865 So. 2d 1253, 1257 (Fla. 2004). To the extent that the circuit court's adjudication of a mandamus petition turns on an issue of law, however, we would review that decision de novo. See Parrish, 154 So. 3d at 417 (quoting Harvard ex rel. J.H. v. Village of Palm Springs, 98 So. 3d 645, 647 (Fla. 4th DCA 2012) ).

"In order to be entitled to a writ of mandamus the petitioner must have a clear legal right to the requested relief, the respondent must have an indisputable legal duty to perform the requested action, and the petitioner must have no other adequate remedy available."⁵ Huffman v. State, 813 So. 2d 10, 11 (Fla. 2000) ; see also Radford v. Brock, 914 So. 2d 1066, 1067 (Fla. 2d DCA 2005) (quoting Smith v. State, 696 So. 2d 814, 815 (Fla. 2d DCA 1997) ). Our court summarized the parameters of mandamus proceedings in Radford:

"When a trial court receives a petition for a writ of mandamus, its initial task is assessing the petition to determine whether it is facially sufficient. If it is not facially sufficient, the court may dismiss the petition." Davis v. State, 861 So. 2d 1214, 1215 (Fla. 2d DCA 2003) (citations omitted). If the petition is facially sufficient, the court must issue an alternative writ of mandamus requiring the respondent to show cause why the writ should not be issued. Moore v. Ake, 693 So. 2d 697, 698 (Fla. 2d DCA 1997) ; Conner v. Mid–Florida Growers, Inc., 541 So. 2d 1252, 1256 (Fla. 2d DCA 1989). If

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