Big Gates Records, LLC, and Algernod Lanier Washington a/k/a Plies v. Bryan Stewart
The Second District reversed a contract and FDUTPA judgment, holding that Stewart lacked standing because an LLC is a separate legal entity from its individual members and Stewart was neither a party to nor an intended third-party beneficiary of the Performance Agreement. The court further held that a substantial-performance instruction was improper as to a commercial payment obligation and that FDUTPA relief was unavailable to a non-Florida resident whose injury occurred out of state, and was duplicative of contract damages.
Key facts
- A South Carolina booking agency (GoGetta) contracted with Bryan Stewart of Arkansas to secure rap artist Plies for a performance at Club Empire, then separately contracted with Big Gates Records (BGR) under a Performance Agreement to which Stewart was not a party.
- Stewart was the majority (but not sole) owner of Empire Management, LLC, which actually paid the deposit and the late, short second payment; the second $13,125 payment arrived a day late and roughly $625 short, and Plies did not perform.
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Holdings
- An LLC, even a single-member LLC, is a separate and distinct legal entity from its members; an individual member who is neither a party to nor an intended (as opposed to incidental)…
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Why it matters
This opinion is a useful reminder for commercial litigators that an individual owner cannot bootstrap standing on contracts belonging to his LLC, reinforcing entity-separateness even for closely held and single-member… — full analysis with a trial
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