       Third District Court of Appeal
                               State of Florida

                           Opinion filed May 04, 2016.
         Not final until disposition of timely filed motion for rehearing.

                               ________________

                               No. 3D15-1678
                         Lower Tribunal No. 14-21682
                             ________________


                               GMI, LLC, etc.,
                                    Appellant,

                                        vs.

                 Asociaciόn del Fútbol Argentino, etc.,
                                    Appellee.



      An Appeal from the Circuit Court for Miami-Dade County, Jose M.
Rodriguez, Judge.

     Salpeter Gitkin, LLP, and James P. Gitkin (Fort Lauderdale), for appellant.

      Atkinson & Brownell, P.A., and Krystina N. Jiron; Dorsey & Whitney LLP,
and Juan C. Basombrio (Costa Mesa, California), for appellee.


Before ROTHENBERG, LAGOA, and SALTER, JJ.

     ROTHENBERG, J.

     The sole issue on appeal is whether the Republic of Argentina (“Argentina”)
is an indispensable party to the lawsuit filed by GMI, LLC (“GMI”) against

Asociaciόn del Fútbol Argentino (“AFA”), the governing body of football (soccer)

in Argentina.   For the reasons that follow, we conclude that Argentina is an

indispensable party and Argentina cannot be joined as a party because it is immune

from suit under the Foreign Sovereign Immunities Act (“FSIA”). Thus, the trial

court properly dismissed GMI’s action, and we affirm.

I. FACTUAL AND PROCEDURAL HISTORY

      GMI filed an amended complaint against AFA, alleging causes of action for

breach of contract and, in the alternative, unjust enrichment, fraud in the

inducement, and tortious interference. These causes of action were based on the

following alleged facts. On January 13, 2007, GMI and AFA entered into a one-

page Exclusive Authorization Agreement (“Agreement”) granting GMI the

exclusive right to market, negotiate, and execute a deal for the sale of AFA’s

football media rights for a period of twenty years starting in the 2014/2015 football

season. The translated Agreement, which was attached to the amended complaint,

provides as follows:

      The parties expressly state that the AFA will not pay any
      compensation for the work performed. The AFA will reach an
      agreement with the buyer on the financial compensation due GMI for
      organizing the transaction, as well as the way in which this will be
      implemented (i.e., cash, shareholding, etc.).

      In March 2009, GMI met with Argentina’s then Minister of Justice, and



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during that meeting, GMI proposed that Argentina purchase AFA’s football media

rights. Following this meeting, AFA instructed GMI to pursue the opportunity

further.   In response to AFA’s directive, GMI allegedly conducted several

meetings with Argentina’s then Minister of Economy in July 2009 regarding

Argentina’s purchase of AFA’s football media rights. Immediately thereafter,

Argentina’s Minister of Economy presented the proposal to Argentina’s then

president, who subsequently “green lighted” the idea and appointed Argentina’s

Minister of Justice to run the project for the Argentine government. GMI alleges

that AFA then orchestrated a meeting at the presidential residence without GMI

presence, and at this meeting, AFA informed Argentina that GMI did not have to

participate in the meeting and would have no further involvement. On August 20,

2009, AFA executed a Partnership Agreement, which created a partnership

between AFA and a group of Argentine government entities, wherein AFA

assigned its football media rights to these Argentine government entities for a

period of ten years for compensation.

      GMI alleged that it was the procuring cause of the Partnership Agreement,

and based on the Agreement between AFA and GMI, AFA knew that GMI was

entitled to compensation for procuring the Partnership Agreement between AFA

and the Argentine government entities. GMI also alleged that AFA failed and/or

refused to perform its obligations under the Agreement, and prior to entering into



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the Agreement, AFA knew that it would ultimately cut GMI out of any negotiated

arrangement. Lastly, GMI alleged that it was seeking compensation and damages

only against AFA, and that, in this action, it was not seeking any relief,

compensation, or damages from Argentina.

      AFA filed a motion to dismiss GMI’s amended complaint, arguing, in part,

that the action must be dismissed for lack of subject matter jurisdiction.

Specifically, AFA argued that based on the allegations set forth in GMI’s amended

complaint and its attachments, Argentina is an indispensable party to the action,1

and because Argentina cannot be joined given its sovereign immunity under the

FSIA, dismissal of the action in its entirety is required under the United States

Supreme Court’s decision in Republic of Philippines v. Pimental, 553 U.S. 851

(2008).2

      At the hearing on AFA’s motion to dismiss the amended complaint, the trial

court granted AFA’s motion to dismiss without leave to amend based on its finding

that Argentina is an indispensable party, and subsequently entered an amended

final order granting AFA’s motion to dismiss the amended complaint without leave

to amend and dismissing GMI’s action. GMI’s appeal followed.

1  Florida Rule of Civil Procedure 1.140(b)(7) provides that the defense of failure
to join indispensable parties may be made by motion at the option of the pleader.
2 In Pimental, the United States Supreme Court held that “where sovereign

immunity is asserted, and the claims of the sovereign are not frivolous, dismissal of
the action must be ordered where there is a potential for injury to the interests of
the absent sovereign.” 553 U.S. at t 867.

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II. ANALYSIS

      “[A]n indispensable party is one whose interest in the controversy makes it

impossible to completely adjudicate the matter without affecting either that party’s

interests or the interest of another party in the action.” Diaz v. Impex of Doral,

Inc., 7 So. 3d 591, 594 (Fla. 3d DCA 2009); see also Fla. Dep’t of Revenue v.

Cummings, 930 So. 2d 604, 607 (Fla. 2006). Based on this standard, AFA argues,

and we agree, that the trial court correctly determined that Argentina is an

indispensable party based on two separate but equally compelling reasons.

      First, the Agreement between GMI and AFA specifically provides that AFA

will not pay any compensation for work performed by GMI, and that GMI will be

compensated for its efforts by the buyer of AFA’s football media rights. GMI has

alleged that it is the “procuring cause” of the Partnership Agreement between AFA

and the Argentine government entities, and therefore, the Argentine government

entities, as the buyer of AFA’s football media rights, would be responsible for

paying any compensation due to GMI. Therefore, any decision rendered in this

action will affect Argentina’s interests.

      Second, GMI alleged in its amended complaint that AFA and a group of

Argentine government entities entered into the Partnership Agreement, whereby

AFA assigned its football media rights to these entities, and these Argentine

government entities agreed to pay AFA directly. Based on these allegations, if



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judgment is ultimately entered against AFA and in favor of GMI, because

Argentina and AFA are partners, Argentina will be directly affected by the final

judgment. See Meyerowich v. Carrere Gen. Contractors, Inc., 611 So. 2d 41, 42

(Fla. 4th DCA 1991) (“Each partner is deemed to have an interest in the chose in

action and thus is an indispensable party to the suit.”) (quoting DeToro v. Dervan

Invs. Ltd. Corp., 483 So. 2d 717, 721 (Fla. 4th DCA 1985), review denied, 492 So.

2d 1334 (Fla. 1986)).

III. CONCLUSION

      As the trial court properly determined that Argentina is an indispensable

party that cannot be joined based on its sovereign immunity under the FSIA, and

GMI has acknowledged that if Argentina is an indispensable party, dismissal of the

action in its entirety is required under Pimental, we affirm the order under review

that grants AFA’s motion to dismiss GMI’s amended complaint without leave to

amend and dismisses GMI’s action.

      Affirmed.




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