Following a two-day bench trial, Broward County Circuit Judge Shari Africk-Olefson issued a 29-page Bench Verdict and Partial Final Judgment in favor of two corporate entities and two individuals represented by SL’s Commercial Litigation Team. The verdict puts an end to a five-year battle over the applicability of certain right of first refusal provisions (“ROFR”) in a limited liability company operating agreement.
The Plaintiff argued that the ROFR was triggered when a U.S. subsidiary of a Canadian publicly traded company sold its downstream subsidiary, which was a party to the operating agreement. SL was lead trial counsel for the Defendants and defended the case on multiple grounds, including that the operating agreement did not restrict change of control or upstream transfers and that the sale of the subsidiary by its parent, a non-signatory to the operating agreement, did not trigger the ROFR.
The Court ultimately agreed with SL and the Defendants and rejected Plaintiffs arguments on legal and factual grounds. The verdict and partial final judgment also allows two previously stayed cases filed by the Defendants against the Plaintiff and its principals to proceed.
The Defendants were represented by Jordan Shaw, Zach Ludens, and Lauren Palen of Shaw Lewenz, as well as Paul Turner and Oliver Birman of Perlman Bajandas Yevoli and Albright.
The Plaintiff was represented by Andrew M. Schwartz of the Andrew M. Schwartz Legal Team and Scott Cagan of Gray Robinson.