Lemano Investments, LLC v. RGF Athena, LLC
A manager common to two LLCs executed quit-claim deeds transferring two Miami-Dade properties from RGF Athena to Lemano Investments without the approval required by RGF Athena's joint venture and operating agreements and without consideration. The Third District affirmed summary judgment quieting title in RGF Athena, holding the deeds were voidable as procured by fraud, that the adverse interest exception shielded RGF Athena from imputation of the manager's knowledge because an innocent decisionmaker (Pauliflo) existed, and that the sole actor doctrine imputed his knowledge to Lemano, defeating its bona fide purchaser defense.
Key facts
- Manager common to two LLCs executed quit-claim deeds transferring two Miami-Dade properties from RGF Athena to Lemano Investments without required approval under operating agreements and without consideration.
- RGF Athena and Lemano Investments disputed title to the properties; Lemano claimed bona fide purchaser status while RGF Athena alleged the deeds were procured by fraud.
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Why it matters
The opinion is a useful Third District statement that, post-amendment, a summary judgment movant does not have to negate the opponent's affirmative defenses erious burden stays with the defendant to support them with… — full analysis with a trial
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