       Third District Court of Appeal
                               State of Florida

                           Opinion filed April 26, 2017.
         Not final until disposition of timely filed motion for rehearing.
                               ________________

                               No. 3D16-2329
                         Lower Tribunal No. 14-17706
                             ________________

 American Sales and Management Organization, LLC, d/b/a Eulen
                          America,
                                    Appellant,

                                        vs.

                       Luis Rodriguez Lopez, et al.,
                                    Appellees.

     An Appeal from the Circuit Court for Miami-Dade County, John W.
Thornton, Jr., Judge.

      Holland & Knight, LLP, Christopher N. Bellows and Joseph Mamounas, for
appellant.

     Dorta Law and Matias R. Dorta; Dimond Kaplan & Rothstein, P.A., David
A. Rothstein and Lorenz Michel Prüss; Kula & Associates, P.A., Elliot B. Kula,
W. Aaron Daniel and William D. Mueller, for appellees.

Before ROTHENBERG, EMAS and FERNANDEZ, JJ.

      FERNANDEZ, J.

      American Sales and Management Organization LLC, etc. (“ASMO”)

appeals an Omnibus Order on appellees Luis Rodriguez Lopez’s and Brent Blake’s
motions for partial summary judgment, and an Order on Joint Motion to Determine

Amount of Expenses that ASMO must “Advance” and to Establish a Going-

Forward Protocol Regarding “Advancement” in the defense of the underlying

lawsuit. We affirm because the parties’ Operating Agreement obligates ASMO to

advance expenses.

      The Operating Agreement contains an advancement provision that is clear

and unambiguous. Section 5.15(b) of the parties’ Operating Agreement requires

that ASMO shall indemnify and hold harmless any person it sues by reason of the

fact that such person was a manager or officer of ASMO. Section 5.15(f) requires

that expenses subject to indemnification shall be paid by ASMO in advance of

such proceedings’ final disposition.1

      ASMO sued by reason of the fact that the appellees Rodriguez and Blake

served as officers and managers of ASMO. ASMO alleged in its Fourth Amended

Complaint and Demand for Jury Trial that its claims arose from a multi-year

scheme developed and executed by Rodriguez and Blake while they

simultaneously served as ASMO’s two highest-ranking officers, managers, and

agents. ASMO alleged that Rodriguez and Blake breached their duties of loyalty

and care in their capacity as officers and managers of ASMO.



1   Advancement, as distinct from indemnification, involves the advance payment
of litigation expenses regardless of whether indemnification is later determined.

                                        2
      The trial court therefore correctly found that, pursuant to the clear and

unambiguous language of the advancement provision, ASMO must advance

expenses. See Andersen Windows, Inc. v. Hochberg, 997 So. 2d 1212, 1214 (Fla.

3d DCA 2008)(stating that a contract must be enforced as written when it is clear

and unambiguous).

      Affirmed.




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