       DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA
                              FOURTH DISTRICT

         SHAY LUGASSY, individually and as 50% shareholder
                         of Legaci, Inc.,
                           Petitioner,

                                     v.

         YUVAL LUGASSY, individually and as 50% shareholder
                          of Legaci, Inc.,
                           Respondent.

                      Nos. 4D20-216 and 4D20-546

                              [June 17, 2020]

   Consolidated petitions for writ of certiorari to the Seventeenth Judicial
Circuit, Broward County; Jeffrey R. Levenson, Judge; L.T. Case No. CACE-
19-007017.

    Jennifer S. Carroll of Law Offices of Jennifer S. Carroll, P.A., Jupiter,
for petitioner.

   Heidi J. Bassett of Hellmuth & Johnson, Edina, Minnesota, for
respondent.

PER CURIAM.

    Two brothers are each 50 percent owners of a corporation’s stock. They
disagree about the corporation’s operation. One brother wanted the
corporation to secure a loan; the other brother did not. On the motion of
the pro-financing brother, the circuit court ordered the other brother to
sign documents related to financing a loan to the corporation. One of these
documents was the dissenting brother’s personal guaranty of the loan.
The trial court’s orders appear to require the dissenting brother to sign
lending contracts in the future. We quash the circuit court’s order since
it violates the dissenting brother’s right to freedom of contract.

   The orders occurred in the context of a complaint for the corporation’s
dissolution due to a deadlock filed by the pro-financing brother. The
complaint requested that a receiver or a provisional director be appointed
to carry on the corporation’s business during the litigation.
   In this commercial case, forcing the dissenting brother to enter into
contracts for the corporation’s benefit is a departure from the essential
requirements of law.      “Contracts are voluntary undertakings, and
contracting parties are free to bargain for—and specify—the terms and
conditions of their agreement. That freedom is indeed a constitutionally
protected right.” Okeechobee Resorts, L.L.C. v. E Z Cash Pawn, Inc., 145
So. 3d 989, 993 (Fla. 4th DCA 2014).

    “The right to contract is one of the most sacrosanct rights guaranteed
by our fundamental law.” Miles v. City of Edgewater Police Dep’t/Preferred
Governmental Claims Sols., 190 So. 3d 171, 182 (Fla. 1st DCA 2016)
(quoting Lawnwood Med. Ctr. v. Seeger, 959 So. 2d 1222, 1224 (Fla. 1st
DCA 2007)). “The right to make contracts . . . is both a liberty and property
right and is within the protection of the guaranties against the taking of
liberty or property without due process of law.” Id. (quoting State ex rel.
Fulton v. Ives, 167 So. 394, 398–99 (1936)).

   While the above cases dealt with courts interfering with a contract or
inhibiting entry into a contract, we have held that the “freedom of contract
entails the freedom not to contract, except in the case of innkeepers,
common carriers, and certain other ‘public service companies,’ and except
as restricted by antitrust, antidiscrimination and other statutes.” Yachting
Promotions, Inc. v. Broward Yachts, Inc., 792 So. 2d 660, 663–64 (Fla. 4th
DCA 2001) (quoting Blue Cross & Blue Shield Mut. of Ohio v. Blue Cross &
Blue Shield Ass’n, 110 F.3d 318, 333 (6th Cir. 1997)).

   Here, the order imposed personal obligations upon the dissenting
brother to which he objected. He has suffered irreparable harm because
the error cannot be corrected on appeal. This is not a situation where the
financial harm may be remedied “by a financial award or otherwise after a
final judgment is entered.” Landmark at Crescent Ridge LP v. Everest Fin.,
Inc., 219 So. 3d 218, 220 (Fla. 1st DCA 2017). The circuit court has no
jurisdiction over the third-party lender on these contracts, so it would not
be able to provide the dissenting brother with a remedy down the road. In
addition, the dissenting brother has demonstrated irreparable harm in the
loss of freedom to contract. Not only was he forced to sign contracts and
personally guarantee the loans, but the orders amount to an ongoing
deprivation of freedom of contract because they require the dissenting
brother to cooperate by signing other documents in the future necessary
to secure funding.

   We grant the petitions for writ of certiorari and quash the circuit court
orders on review.

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GROSS, MAY and KUNTZ, JJ., concur.

                         *           *    *

  Not final until disposition of timely filed motion for rehearing.




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