       Third District Court of Appeal
                               State of Florida

                            Opinion filed July 23, 2014.
         Not final until disposition of timely filed motion for rehearing.

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                               No. 3D13-2516
                         Lower Tribunal No. 12-14114
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                           Docassist, LLC, et al.,
                                   Appellants,

                                        vs.

                       Rolando Barberis, etc., et al.,
                                    Appellees.



      An Appeal from the Circuit Court for Miami-Dade County, Beth Bloom,
Judge.

      Tripp Scott and Paul O. Lopez and Jeffrey M. Fauer (Fort Lauderdale);
Bruce S. Rogow and Tara A. Campion (Fort Lauderdale), for appellants.

     Ricardo A. Arce, for appellees.


Before LAGOA, SALTER and EMAS, JJ.

     EMAS, J.
      Appellant Docassist, LLC, (“Docassist”), appeals from the trial court’s

denial of its motion for summary judgment and entry of summary judgment in

favor of Appellees, based upon a determination that Docassist failed to properly

admit a number of new members to the company. We affirm, and reject

Docassist’s argument that an August 29, 2011 Letter Agreement serves as evidence

of the Board of Managers’ consent to admit new members to Docassist. All parties

agree that the Letter Agreement is unambiguous. The express language of the

Letter Agreement neither names the new members nor specifies adjustments to the

company’s equity resulting from new member capital investment. The Letter

Agreement, by its terms, evinces an intent only to raise new capital for the

company. Given the unambiguous nature of the Letter Agreement, Docassist may

not rely on extrinsic evidence to support its contentions. See Real Estate Value

Co., Inc. v. Carnival Corp., 92 So. 3d 255, 260 (Fla. 3d DCA 2012).

      We also affirm the trial court’s determination that the subsequent actions

taken by Docassist, through its October 25, 2011 and December 7, 2011

amendments to its Operating Agreement, were invalid.          The October 25th

Amendment is invalid because the Board of Managers did not properly consent to

it pursuant to the terms of the company’s Operating Agreement.             As a

consequence, the subsequent December 7th Amendment (which necessarily was

premised upon the validity of the October 25th Amendment) is likewise invalid.



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Affirmed.




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