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Filing # 131345981 E-Filed 07/25/2021 02:11:44 PM
IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT,
IN AND FOR PALM BEACH COUNTY, FLORIDA
CIRCUIT CIVIL DIVISION: AE
CASE NO.: 50-2020-CA-007471-XXXX-MB
VCAUNITED LLC,
Plaintiff/Petitioner
vs.
MELISSA L HANSLER,
INTEGRATED VASCULAR IMAGING LLC,
Defendant/Respondents.
Aen NATAL AATIAN Pan orm. Maman
VIR TIS DIVIN YUNG WVIU LIVIN PUTS SUIWUVYAICY J UDGIVEEIN 1
THIS MATTER came before the Court for hearing on July 13, 2021 on the Motion for
Summary Judgment (“Motion”) filed by the Defendants, MELISSA HANSLER and
INTEGRATED VASCULAR IMAGING, LLC (“IVI”) (collectively “Defendants”). The Court
has considered the Motion, the papers filed in opposition thereto, and the arguments of counsel.
The Court has also reviewed the file in the entirety and relevant caselaw and statutes, and Florida
Rule of Civil Procedure 1.510. Based on the foregoing, the Court rules as follows:
lL. Procedurally, the Court does not find the Motion premature as Plaintiff suggests,
despite the clear record and acknowledgment by the parties that they are still engaged in a dispute
tegarding discovery requests and the subsequent objections. Based on Rule 1.510(b) and relevant
caselaw regarding ongoing discovery, the Motion is not premature and the Court moves to the
substantive issues.
2. Accordingly, the Court makes the following findings: this case concerns a limited
liability company (“LLC”), V.C.A. United, LLC (“VCA United”), formed by defendant Melissa
Hansler and her then-estranged husband (now former husband) James Hansler in 2018. Each are
CHEN. DAIAARCACUAAIINTY Cl INGEDU ARDIIV7ZN FLED A7INEINNAA NO.44-A/ DNA
PILL. PAL DLA VUUINE TT, PL, JUOL I mDNUeeY, ULLIAN, Uleuieue! Ue. tt civmembers of the LLC, and thus, pursuant to Florida Statutes section 605.04091, each owes a
fiduciary duty of loyalty and care to the LLC, which duty includes the obligation to account to the
LLC for appropriation of corporate opportunities, and to refrain from competing with the LLC
prior to the dissolution of the entity.
3. Defendants’ Motion for Summary Judgment is based on assertions of waiver and
equitable estoppel—more specifically, Defendants assert that, based primarily on a June 2, 2019
email in which James Hansler announced that he was “shutting down” VCA United, VCA United,
through this email, waived its statutory claims for breach of fiduciary duty and accounting, or is
estopped from asserting these statutory claims.
4. First, James Hansler and the VCA entity can be distinguished and are two separate
legal entities as a matter of law. The argument regarding the email is focused on James and his
actions as constituting a waiver, as opposed to corporate actions taken in a manner consistent with
applicable law. Moreover, James Hansler’s email is not among the “events causing dissolution”
itemized as legal causes for dissolution of an LLC under section 605.0701, Florida Statutes. These
events include a circumstance set forth in the operating agreement causing dissolution, the consent
of ail members, a 90 day period in which there are no members of the LLC, judictai dissolution,
and administrative dissolution. The Court does not find, based upon what has been presented, that
James Hansler’s email constituted a clear dissolution of VCA United and finds that the evidence
could permit different reasonable inferences.
5. Additional facts could support this conclusion, including Melissa Hansler’s
testimony regarding when she formed IVI—May 29, 2021 before the June 2 email was authored
and issued. She testified, on page 86 of her deposition filed with the Court, that she had made the
dacicinn ta farm TVT camatimea urithin a weal: aring ta ite actual farmatinn Che alen tactified an
GeCisiCn tO Or ava SOmiCUume Wiulin a4 Weex prior tO lS aCtuar 1Gimiauol, One aisu isulica, Oipage 101 of her deposition, that all of the staff, customers, vendors and other relationships that
were VCA United’s on June 1, 2019 were IVI’s on June 3, 2019, providing a basis for a reasonable
jury to conclude that Melissa Hansler had intended to take VCA United’s business for herself prior
to, and regardless of, the June 2 email. A reasonable jury could conclude that the June 2 email was
used to justify Melissa Hansler’s actions which may violate the duty owed by her to VCA per
section 605.04091, Florida Statutes. The record evidence raises such questions, reasonable and
material, and it would thus be improper to award Defendants summary judgment at this time.
6. Further, there is a genuine issue of material fact whether James Hansler, on behalf
of VCA United, was aware of Melissa Hansler’s intention to form, and her ultimate formation of,
a separate company intended to compete with VCA United, as of June 2, 2019. The elements of
waiver are: (1) the existence of a right, privilege, advantage or benefit which may be waived; (2)
actual or constructive knowledge of that right; and (3) the intention to relinquish that right.
Leonardo v. State Farm Fire and Casualty Co., 675 So. 2d 176, 178 (Fla. 4th DCA 1996). Thus,
a reasonable jury could conclude that VCA United, unaware of these facts, did not knowingly and
intentionally waive a right about which it may not have even had knowledge, via the June 2, 2019
email.
7. Defendants urge the Court to consider that James Hansler never rescinded his June
2 email, evincing a clear intent to waive VCA United’s rights under section 605.04091, Florida
Statutes. However, the Court does not find that an email can be deemed conclusive evidence of a
dissolution to amount to an intentional waiver of a known right. Further, as Melissa Hansler
testified in her deposition, on page 101, everything that was VCA United’s on June 1, 2019 was,
for all intents and purposes, IVI’s on June 3, 2019. Melissa Hansler sued James Hansler and VCA
TInitad an Trane 2 9910 a6 wall aching far amona athar things the dicenIntian af the camnany
UhnCG Ch vune 3, 2u17 as Wen, doning 101, among Curer ulinge, uie Gissciuuon G1 ule Company.8. Defendants also suggest that equitable estoppel has been established to the point
that the Court should enter summary judgment in their favor on that basis. The facts on the record
to date, and applicable law applied to those facts, do not support that argument. Estoppel should
be applied with great caution, and must be established by clear and convincing evidence. The
elements required to establish equitable estoppel are: 1) the party against whom estoppel is sought
must have made a representation about a material fact that is contrary to a position it later asserts;
(2) the party claiming estoppel must have relied on that representation; and (3) the party seeking
estoppel must have changed his position to his detriment based on the representation and his
reliance on it. Goodwin v. Blu Murray Insurance Agency, Inc., 939 So. 2d 1098, 1103 (Fla. 5th
DCA 2006). The Court does not find the email a clear “event causing dissolution” under Florida
law, so a reasonable jury could conclude the Melissa Hansler had no right to “rely” on the email
by treating it as a dissolution of VCA United. Also, as stated above, a reasonable jury could
conclude that, in forming IVI prior to June 2, by initiating the transfer of VCA United’s business
to IVI beginning on June 3, 2019, and in filing suit against James Hansler and VCA United on that
same day to, among other things, obtain a judicial dissolution of VCA United, Melissa Hansler did
not “rely” on the June Z email, or change her postion “to her detriment” in reitance upon that
email, but rather proceeded to act as she did independently and for reasons that might lead a
reasonable jury to rule for the Plaintiff in this case. For these reasons as well, the Motion must be
denied.
9. In conclusion, the Court finds genuine disputes as to material facts and the movant
is not entitled to judgment as a matter of law. THEREFORE, IT IS
ORDERED AND ADJUDGED that the Defendants’ Motion for Summary Judgment is
DENTEN far the raacane cat farth harainDONE AND ORDERED this 25th day of July, 2021.
ee
\007471XXXXMB ~~ 07/25/2021)
e WEE? Aw RCUIT
CAC IRCUIT.
ADMINISTRATIVE OFrice OF THE CouRT
502020CA007471XXXXMB 07/25/2021
Achlev Zuckerman
Ashley Zuckerman
County Judge
HON. ASHLEY C ZUCKERMAN, DIV AE
Name Address Email
2925 PGA BLVD 7
DAVID K. STE 204 PALM eo AC MR OER COM
MARKARIAN BEACH GARDENS, “@ve@ of setae 7 ieee
FL 33131 service@! orbusinessandlite.com
2925 PGA BLVD
DAVID K. SUITE 204 PALM
MARKARIAN BEACH GARDENS, DAVE@BUSINESSMINDEDLA WFIRM.COM
FL 33410
Pace davidg@forbusinessandlife.com
712 US HIGHWAY
JAMES S. ONE SUITE 400 JST@FCOHENLAW.COM;
TELEPMAN NORTH PALM jst@cohennorris.com; smc@cohennorris.com
BEACH, FL 33408
3399 PGA
BOULEVARD 7
THOMASJ. ALI SUITE 150PALM — TALI@STUARTNKAPLANPA.COM;
REACH CApneENG ‘bailey@stuartnkaplanpa.com; tali@jla.legal
BEACH GARDENS,
FL 33410
Jeffrey Colbath,
Special Master
jeff@colbathmediation.com
Preview
Filing # 131345981 E-Filed 07/25/2021 02:11:44 PM IN THE CIRCUIT COURT OF THE 15TH JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA CIRCUIT CIVIL DIVISION: AE CASE NO.: 50-2020-CA-007471-XXXX-MB VCAUNITED LLC, Plaintiff/Petitioner vs. MELISSA L HANSLER, INTEGRATED VASCULAR IMAGING LLC, Defendant/Respondents. Aen NATAL AATIAN Pan orm. Maman VIR TIS DIVIN YUNG WVIU LIVIN PUTS SUIWUVYAICY J UDGIVEEIN 1 THIS MATTER came before the Court for hearing on July 13, 2021 on the Motion for Summary Judgment (“Motion”) filed by the Defendants, MELISSA HANSLER and INTEGRATED VASCULAR IMAGING, LLC (“IVI”) (collectively “Defendants”). The Court has considered the Motion, the papers filed in opposition thereto, and the arguments of counsel. The Court has also reviewed the file in the entirety and relevant caselaw and statutes, and Florida Rule of Civil Procedure 1.510. Based on the foregoing, the Court rules as follows: lL. Procedurally, the Court does not find the Motion premature as Plaintiff suggests, despite the clear record and acknowledgment by the parties that they are still engaged in a dispute tegarding discovery requests and the subsequent objections. Based on Rule 1.510(b) and relevant caselaw regarding ongoing discovery, the Motion is not premature and the Court moves to the substantive issues. 2. Accordingly, the Court makes the following findings: this case concerns a limited liability company (“LLC”), V.C.A. United, LLC (“VCA United”), formed by defendant Melissa Hansler and her then-estranged husband (now former husband) James Hansler in 2018. Each are CHEN. DAIAARCACUAAIINTY Cl INGEDU ARDIIV7ZN FLED A7INEINNAA NO.44-A/ DNA PILL. PAL DLA VUUINE TT, PL, JUOL I mDNUeeY, ULLIAN, Uleuieue! Ue. tt civmembers of the LLC, and thus, pursuant to Florida Statutes section 605.04091, each owes a fiduciary duty of loyalty and care to the LLC, which duty includes the obligation to account to the LLC for appropriation of corporate opportunities, and to refrain from competing with the LLC prior to the dissolution of the entity. 3. Defendants’ Motion for Summary Judgment is based on assertions of waiver and equitable estoppel—more specifically, Defendants assert that, based primarily on a June 2, 2019 email in which James Hansler announced that he was “shutting down” VCA United, VCA United, through this email, waived its statutory claims for breach of fiduciary duty and accounting, or is estopped from asserting these statutory claims. 4. First, James Hansler and the VCA entity can be distinguished and are two separate legal entities as a matter of law. The argument regarding the email is focused on James and his actions as constituting a waiver, as opposed to corporate actions taken in a manner consistent with applicable law. Moreover, James Hansler’s email is not among the “events causing dissolution” itemized as legal causes for dissolution of an LLC under section 605.0701, Florida Statutes. These events include a circumstance set forth in the operating agreement causing dissolution, the consent of ail members, a 90 day period in which there are no members of the LLC, judictai dissolution, and administrative dissolution. The Court does not find, based upon what has been presented, that James Hansler’s email constituted a clear dissolution of VCA United and finds that the evidence could permit different reasonable inferences. 5. Additional facts could support this conclusion, including Melissa Hansler’s testimony regarding when she formed IVI—May 29, 2021 before the June 2 email was authored and issued. She testified, on page 86 of her deposition filed with the Court, that she had made the dacicinn ta farm TVT camatimea urithin a weal: aring ta ite actual farmatinn Che alen tactified an GeCisiCn tO Or ava SOmiCUume Wiulin a4 Weex prior tO lS aCtuar 1Gimiauol, One aisu isulica, Oipage 101 of her deposition, that all of the staff, customers, vendors and other relationships that were VCA United’s on June 1, 2019 were IVI’s on June 3, 2019, providing a basis for a reasonable jury to conclude that Melissa Hansler had intended to take VCA United’s business for herself prior to, and regardless of, the June 2 email. A reasonable jury could conclude that the June 2 email was used to justify Melissa Hansler’s actions which may violate the duty owed by her to VCA per section 605.04091, Florida Statutes. The record evidence raises such questions, reasonable and material, and it would thus be improper to award Defendants summary judgment at this time. 6. Further, there is a genuine issue of material fact whether James Hansler, on behalf of VCA United, was aware of Melissa Hansler’s intention to form, and her ultimate formation of, a separate company intended to compete with VCA United, as of June 2, 2019. The elements of waiver are: (1) the existence of a right, privilege, advantage or benefit which may be waived; (2) actual or constructive knowledge of that right; and (3) the intention to relinquish that right. Leonardo v. State Farm Fire and Casualty Co., 675 So. 2d 176, 178 (Fla. 4th DCA 1996). Thus, a reasonable jury could conclude that VCA United, unaware of these facts, did not knowingly and intentionally waive a right about which it may not have even had knowledge, via the June 2, 2019 email. 7. Defendants urge the Court to consider that James Hansler never rescinded his June 2 email, evincing a clear intent to waive VCA United’s rights under section 605.04091, Florida Statutes. However, the Court does not find that an email can be deemed conclusive evidence of a dissolution to amount to an intentional waiver of a known right. Further, as Melissa Hansler testified in her deposition, on page 101, everything that was VCA United’s on June 1, 2019 was, for all intents and purposes, IVI’s on June 3, 2019. Melissa Hansler sued James Hansler and VCA TInitad an Trane 2 9910 a6 wall aching far amona athar things the dicenIntian af the camnany UhnCG Ch vune 3, 2u17 as Wen, doning 101, among Curer ulinge, uie Gissciuuon G1 ule Company.8. Defendants also suggest that equitable estoppel has been established to the point that the Court should enter summary judgment in their favor on that basis. The facts on the record to date, and applicable law applied to those facts, do not support that argument. Estoppel should be applied with great caution, and must be established by clear and convincing evidence. The elements required to establish equitable estoppel are: 1) the party against whom estoppel is sought must have made a representation about a material fact that is contrary to a position it later asserts; (2) the party claiming estoppel must have relied on that representation; and (3) the party seeking estoppel must have changed his position to his detriment based on the representation and his reliance on it. Goodwin v. Blu Murray Insurance Agency, Inc., 939 So. 2d 1098, 1103 (Fla. 5th DCA 2006). The Court does not find the email a clear “event causing dissolution” under Florida law, so a reasonable jury could conclude the Melissa Hansler had no right to “rely” on the email by treating it as a dissolution of VCA United. Also, as stated above, a reasonable jury could conclude that, in forming IVI prior to June 2, by initiating the transfer of VCA United’s business to IVI beginning on June 3, 2019, and in filing suit against James Hansler and VCA United on that same day to, among other things, obtain a judicial dissolution of VCA United, Melissa Hansler did not “rely” on the June Z email, or change her postion “to her detriment” in reitance upon that email, but rather proceeded to act as she did independently and for reasons that might lead a reasonable jury to rule for the Plaintiff in this case. For these reasons as well, the Motion must be denied. 9. In conclusion, the Court finds genuine disputes as to material facts and the movant is not entitled to judgment as a matter of law. THEREFORE, IT IS ORDERED AND ADJUDGED that the Defendants’ Motion for Summary Judgment is DENTEN far the raacane cat farth harainDONE AND ORDERED this 25th day of July, 2021. ee \007471XXXXMB ~~ 07/25/2021) e WEE? Aw RCUIT CAC IRCUIT. ADMINISTRATIVE OFrice OF THE CouRT 502020CA007471XXXXMB 07/25/2021 Achlev Zuckerman Ashley Zuckerman County Judge HON. ASHLEY C ZUCKERMAN, DIV AE Name Address Email 2925 PGA BLVD 7 DAVID K. STE 204 PALM eo AC MR OER COM MARKARIAN BEACH GARDENS, “@ve@ of setae 7 ieee FL 33131 service@! orbusinessandlite.com 2925 PGA BLVD DAVID K. SUITE 204 PALM MARKARIAN BEACH GARDENS, DAVE@BUSINESSMINDEDLA WFIRM.COM FL 33410 Pace davidg@forbusinessandlife.com 712 US HIGHWAY JAMES S. ONE SUITE 400 JST@FCOHENLAW.COM; TELEPMAN NORTH PALM jst@cohennorris.com; smc@cohennorris.com BEACH, FL 33408 3399 PGA BOULEVARD 7 THOMASJ. ALI SUITE 150PALM — TALI@STUARTNKAPLANPA.COM; REACH CApneENG ‘bailey@stuartnkaplanpa.com; tali@jla.legal BEACH GARDENS, FL 33410 Jeffrey Colbath, Special Master jeff@colbathmediation.com