In short: Two of three members of a Miami development LLC removed the third member’s representative from the management committee. The trial court entered a temporary injunction reinstating him, and the members who removed him appealed, arguing no irreparable harm. The Third DCA affirmed without an opinion in July 2013, leaving the injunction in place.
The Facts
The dispute involved a downtown Miami development site next to the Epic Hotel, owned through a limited liability company with three members. According to the arguments described in the oral-argument video, two members voted to remove the third member’s designated representative from the company’s management committee.
The third member, Ponte Gadea Dupont, LLC, went to court and obtained a temporary injunction from the Miami-Dade circuit court reinstating its representative while the case proceeded. UC North Development and the other appellants took a nonfinal appeal and, per the video, challenged only one element of the injunction: whether the excluded member showed irreparable harm.
Because the court affirmed without an opinion, these facts reflect the parties’ arguments, not appellate findings.
The Decision
On July 31, 2013, the Third District affirmed per curiam without a written opinion. The injunction reinstating the representative remained in effect. A PCA sets no precedent, but it confirms the trial court did not abuse its discretion in finding the elements for temporary relief were met, including irreparable harm.
The Law
A temporary injunction in Florida requires the moving party to show a substantial likelihood of success on the merits, irreparable harm, no adequate remedy at law, and that the injunction serves the public interest. Orders granting or denying temporary injunctions can be appealed immediately under Florida Rule of Appellate Procedure 9.130.
For LLCs, Florida’s Revised LLC Act, chapter 605, lets the operating agreement control how managers or committee members are appointed and removed. See section 605.0105 on the scope of the operating agreement and section 605.04073 on management. Courts often treat loss of a contractual right to participate in management as harm money cannot easily fix, especially where the asset is a unique piece of real estate.
Current law (2026): Florida’s LLC law was replaced by the Florida Revised Limited Liability Company Act (chapter 605), which applied to all LLCs as of January 1, 2015. The dispute arose under the former chapter 608; the post cites current chapter 605 sections.
Lessons
- Read the operating agreement before voting a co-member out of management. If it gives each member a seat, a majority vote may not be enough.
- Losing a voice in managing unique real estate is the kind of harm courts often treat as irreparable.
- An appeal that attacks only one injunction element is a narrow target. The trial court’s discretion is broad.
- Minority members locked out of management should move quickly; delay undercuts the irreparable-harm argument.
Source: UC North Development, LLC v. Ponte Gadea Dupont, LLC, No. 3D12-3241 — Fla. 3d DCA (July 31, 2013).
Watch the Oral Argument
This is the recording of the actual oral argument, posted on the channel. What lawyers and judges say at argument is not the ruling; the decision is summarized above.
Kicked Off the LLC Board — Irreparable Harm? | UC North Development v. Ponte Gadea, 3D12-3241
Go Deeper
- A Developer, an Estate and a Family Trust Fight Over an LLC (Meehan v. Funk)
- Constructive Trusts in Family Business Fights: Why the Order Was Reversed (Abdo v. Abdo)
Frequently Asked Questions
Can LLC members remove another member from management in Florida?
It depends on the operating agreement. Chapter 605 lets the agreement set how managers or committee members are appointed and removed. If the agreement guarantees a member a seat or requires unanimous consent, a majority vote to remove that member’s representative may breach the agreement.
What do you need to get a temporary injunction in Florida?
The moving party must show a substantial likelihood of success on the merits, irreparable harm, no adequate remedy at law, and that the injunction serves the public interest. The court also generally requires a bond. Each element must be supported by evidence, and the order must explain the findings.
Can you appeal a temporary injunction in Florida?
Yes. Florida Rule of Appellate Procedure 9.130 allows an immediate appeal of a nonfinal order granting, denying, modifying or dissolving an injunction. The appellate court reviews the factual findings for competent evidence and the decision for abuse of discretion. Appeals of temporary injunctions move faster than ordinary appeals.
Is being shut out of LLC management irreparable harm?
Often, yes. Courts have recognized that losing a bargained-for right to participate in managing a company, particularly one holding unique property, is hard to measure in money. The answer turns on the facts and the operating agreement. Delay in seeking relief can undercut the claim, so act quickly.
Talk to a Florida business litigation lawyer
Weidner Law, P.A. handles business, LLC, shareholder and contract disputes from St. Petersburg. If you need a civil litigation lawyer, call (727) 954-8752 or email weidner@mattweidnerlaw.com.
Read the law yourself, free: every Florida statute and court rule is on floridarules.net.
This article is general information about Florida law, not legal advice about your situation. Reading it, watching the videos, or contacting the firm does not create an attorney-client relationship. Every case turns on its own facts, and past results do not guarantee a similar outcome. The hiring of a lawyer is an important decision that should not be based solely upon advertisements.
