1

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO. 1:20-cv-22234-JEM

LINCO ENTERPRISES, INC.

Plaintiff, 

v.

OLEG FIRER, EZ CAPITAL FUND, LLC,

STAR CAPITAL MANAGEMENT, LLC,

UNIFIED ADVANCE, LLC, STAR EQUITIES, LLC,

and IGOR “GARY” GELMAN

Defendants.

/

ORDER1 GRANTING DEFENDANTS’ MOTION TO DISMISS PLAINTIFF’S 

AMENDED COMPLAINT AND INCORPORATED MEMORANDUM OF LAW

Plaintiff Linco Enterprises, Inc. (“Linco”), filed its initial complaint against Oleg Firer 

(“Firer”), EZ Capital Fund, L.L.C. (“EZ Capital”), Star Capital Management, L.L.C. (“Star 

Capital”), Unified Advance, L.L.C. (“Unified Advance”), Star Equities, L.L.C. (“Star Equities”), 

and Igor “Gary” Gelman (“Gelman”) (collectively, “Defendants”) on May 29, 2020. ECF No. [1]. 

Therein, Plaintiff alleged that Defendants violated federal and state securities laws in operating an 

“illicit fundraising and money management scheme.” Id. at 1. Defendants filed their First Motion 

to Dismiss (the “First Motion to Dismiss”) on June 19, 2020 arguing that Plaintiff failed to state a 

claim for relief that was plausible on its face, that at least one of Plaintiff’s claims was time-barred, 

and that Plaintiff relied on conclusory and contradictory statements. ECF No. [16] at 1–2. On 

1 The District Court Judge referred “[a]ll matters relating to Defendants’ Motion to Dismiss 

Plaintiff’s Amended Compliant and Incorporated Memorandum of Law” to the undersigned on 

October 15, 2020 to “take all necessary and proper action as required by law.” ECF No. [25]. 

Thereafter on November 12, 2020, the parties consented to the jurisdiction of the undersigned as 

it relates to the Motion to Dismiss. ECF No. [28].

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July 6, 2020, Plaintiffs filed their Amended Complaint. ECF No. [17]. The Court denied 

Defendants’ Motion to Dismiss as moot given that an amended pleading had been filed. ECF No. 

[18]. 

Thereafter, Defendants filed the instant Motion to Dismiss Plaintiff’s Amended Complaint

and Incorporated Memorandum of Law (the “Motion” or “Motion to Dismiss”). ECF No. [19]. 

Plaintiff filed its Opposition to Defendants’ Motion to Dismiss the Amended Complaint. ECF No. 

[21]. Defendants filed their Reply Memorandum in Support of the Motion to Dismiss. ECF No. 

[22]. A hearing on the Motion to Dismiss took place on January 28, 2021 before undersigned. 

ECF No. [45]. 

I. BACKGROUND

Sergey Khazarov (“Khazarov”), the principal of Linco, met Defendant Gelman on an 

international flight in mid-November 2016. ECF No. [17] ¶ 10. He was twenty-two years old at 

the time. Id. In December of 2016, the two reunited again in Moscow, Russia to meet Defendant 

Gelman’s business partner, Defendant Firer. Id. A “lukewarm relationship” developed among the 

three. Id. The Amended Complaint alleges that from March to November 2017, Defendant Firer 

and Defendant Gelman “solicited Plaintiff’s presence in Miami” and sold various security 

investments to Linco through transactions that took place in Florida. Id. ¶¶ 10–11.

On March 27, 2017 Plaintiff signed EZ Capital’s operating agreement thereby acquiring a 

5% interest in EZ Capital, a Florida limited liability company. Id. ¶ 11; ECF No. [19] at 3. Plaintiff 

alleges that the operating agreement contained a statement, that Defendant Gelman and Star 

Equities each had contributed $1,500,000.00, which was untrue. ECF No. [17] ¶ 11. Plaintiff 

alleges that he relied on this misrepresentation in purchasing his 5% interest in EZ Capital for 

$300,000.00. Id. 

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In July 26, 2017, Plaintiff purchased another 5% interest in EZ Capital for $300,000.00 

and signed an amendment to the operating agreement which stated that Defendant Gelman and 

Star Equities each contributed $1,500,000.00. Id. ¶ 16. Plaintiff again states that he relied upon 

this misrepresentation. Id. The Amended Complaint alleges that it was not until April 2020 when 

Plaintiff learned that these purported contributions by Defendants Gelman and Star Equities were 

false. Id. 

On March 27, 2017, Plaintiff acquired a 10% interest in Unified Advance by signing 

Unified Advance’s operating agreement. Id. ¶ 18; ECF No. [19] at 4. Plaintiff alleges that the 

operating agreement contained a statement that Gelman and Star Equities each had contributed 

$750,000.00, which was untrue. ECF No. [17] ¶ 18. Plaintiff alleges that he relied on this 

statement in purchasing his 10% interest in Unified Advance for $300,000.00. Id. Linco received 

twenty-two periodic monthly reports on its Unified Advance investment portfolio. Id. ¶ 20.

Plaintiff alleges that on May 4, 2019, Defendant Gelman made a “series of 

misrepresentations to trigger Plaintiff to sell its interest at a loss.” Id. Specifically, Plaintiff states 

that Gelman informed him that: (1) Unified Advance was in financial ruin, (2) the expenses and 

ongoing obligations of Unified Advance greatly exceeded its income, (3) Unified Advance could 

not last much longer under the current conditions, and (4) that if Plaintiff did not withdraw funds 

“in short order” then there would be no funds to recover in a month or so and all of Plaintiff’s 

investment would be lost. Id. Plaintiff states that in early June of 2019, Khazarov met Defendants

Gelman and Firer in a vehicle in Moscow to sign what was allegedly a buy-back agreement for 

$150,000.00 of Plaintiff’s interest in Unified Advance. Id. ¶ 21. Plaintiff alleges that Defendants 

refused to provide a copy of this agreement despite repeated demands by Khazarov. Id. Plaintiff 

states that on June 12, 2019, EZ Capital wired $150,000.00 to Plaintiff’s bank account. Id. 

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Plaintiff also alleges that when Defendant Firer was appointed as Grenada’s Ambassador 

to Russia, Defendant Firer and Defendant Gelman “scavenged Moscow, Miami, and Odessa for 

investors into ‘Project Boeuf,’ supposedly for a development of a small hotel under Hilton’s

CurioTM brand, on a 3.67 acre parcel located on Parc a Boeuf in the St. George Parish, Grenada.” 

Id. ¶ 22. Defendant Firer and Defendant Gelman made representations that the project was 

expected to imminently receive a license by Grenada’s Citizenship by Investment Program which 

would raise funds for furtherance of land improvement. Id. Beginning in September 2017, 

Defendant Firer and Defendant Gelman held meetings at the Grenadian Embassy in Moscow 

where Plaintiff alleges they “massage[d]” into his mind the “sky-high profits that would shower 

Plaintiff if it were to invest into the ‘Project Boeuf.’” Id. ¶ 23. From September 2017 to July 

2020, Defendant Firer and Plaintiff met between fifteen and twenty times at the Grenadian 

Embassy in Moscow to discuss the business affairs of EZ Capital, Unified Advance, Star Capital 

and VG Financing. Id.

On November 9, 2017, Plaintiff acquired a 16.6% interest in Star Capital by signing Star 

Capital’s L.L.C. Agreement. Id. ¶ 24. Plaintiff states that it was never shown a copy of Star 

Capital’s operating agreement. Id. Plaintiff alleges that the L.L.C. agreement contained a 

statement that Defendant Gelman and Star Equities each had contributed $1,158,000.00, which 

was untrue. Id. Plaintiff alleges that he relied on this misrepresentation in purchasing his 16.6% 

interest in Star Capital for $464,000.00. Id. Plaintiff alleges it recurrently asked Star Capital’s 

Board regarding Project Boeuf and whether Hilton had approved the CurioTM brand hotel or 

whether Grenada had approved Project Boeuf for the Citizenship by Investment Program license. 

Id. ¶ 25. Plaintiff states that its questions were repeatedly deflected by stating that they were “in 

the works,” “about to happen,” or imminent. Id. 

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Plaintiff alleges that on August 7, 2019, Defendant Gelman called Khazarov and informed 

him that the entirety of Star Capital’s interest in Project Boeuf was being purchased at a discount 

by an individual or entity known as “Roma,” the landowner of the 3.67 acre parcel of land on 

Grooms Beach related to Project Boeuf. Id. ¶ 26. Khazarov texted Defendant Gelman on August 

23, 2019 at 8:15 PM, “Got news regarding hotel?” to which Defendant Gelman responded “Yes . 

. . Roma got the agreement signed, he is sending original docs to [Firer], once he receive [sic] it 

back original documents he will send the wire.” Id. Plaintiff alleges that these were false 

statements “intended to trigger Plaintiff’s sale of interest in Star Capital.” Id. On or about 

September 12, 2019 Star Capital, Star Equities, and Plaintiff signed a “Class B Common Share 

Purchase Agreement” through which Star Equities purchased back Plaintiff’s 16.6% interest in 

Star Capital for $420,000.00. Id. Plaintiff alleges that the Class B Common Share Purchase 

Agreement contained a falsehood known to Defendants that “[t]he Company [Star Capital 

Management LLC] owns equity in the 159,865 square foot (3.67 acre) parcel located on Parc a 

Boeuf (a.k.a. ‘Grooms Beach’) in St. George’s Parish, Grenada (the “Project Beaouf [sic]”).” Id.

¶ 27. Plaintiff states that Star Capital never owned equity in the land parcel. Id. This falsehood 

became apparent to Plaintiff when a Grenadian company “Star Development Limited–in which 

Star Capital never was or is a member –acquired the Grooms Beach land parcels” and recorded 

their deeds. Id. 

Based on these facts, Plaintiffs allege seven counts against Defendants.

1. Count I: Violation of the Securities Exchange Act of 1934, 15 U.S.C. § 78j(b); and

Rule 10b-5, 17 C.F.R. § 240.10b-5, against EZ Capital, Star Capital, Star Equities and

Unified Advance.

2. Count II: Liability of Controlling Persons, 15 U.S.C. § 78t, against Star Equities,

Gelman, and Firer.

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3. Violation of the Florida Securities Investor Protection Act, Fla. Stat. §§ 517.011 et seq., 

against all Defendants.

4. Enforcement of Right to Inspection of Books and Records, Fla. Stat. § 605.0411, 

against Star Capital and Unified Advance.

5. Violation of the Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”), Fla. 

Stat. § 501.203 et seq., against EZ Capital, Star Capital, and Unified Advance.

6. Fraudulent Misrepresentation, against EZ Capital, Star Capital, Unified Advance, 

Gelman, and Star Equities.

7. Judicial Dissolution of EZ Capital Fund L.L.C. and Appointment of a Receiver, Fla. 

Stat. §§ 605.0702, 605.0703.

ECF No. [17].

II. LEGAL STANDARD 

When reviewing a motion to dismiss, a court must view the complaint in the light most 

favorable to the plaintiff and accept the plaintiff’s well-pleaded facts as true. Hunt v. Aimco 

Properties, L.P., 814 F.3d 1213, 1221 (11th Cir. 2016). However, a court need not accept 

plaintiff’s legal conclusions as true. See Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Therefore, 

“[t]o survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as 

true, to ‘state a claim to relief that is plausible on its face.’” Id. (emphasis added) (quoting Bell 

Atlantic Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A pleading is facially plausible when the 

plaintiff states enough facts for the court to draw a “reasonable inference” that the defendant is 

liable for the alleged conduct. Id. The factual allegations must provide more than a “sheer 

possibility.” Id. 

When alleging fraud, a plaintiff must comply with the heightened pleading standard in 

Federal Rule of Civil Procedure 9(b), which requires that “[i]n alleging fraud or mistake, a party 

must state with particularity the circumstances constituting fraud or mistake.” In order to satisfy 

Rule 9(b), a plaintiff’s complaint should include: (1) the statements that were made; (2) the time 

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and place of each such statement and the person responsible for making each statement; (3) the 

content of such statements and the manner in which they misled the plaintiff; and (4) what the 

defendants obtained as a consequence of the fraud. Crawford’s Auto Ctr., Inc. v. State Farm Mut. 

Auto. Ins. Co., 945 F.3d 1150, 1159 (11th Cir. 2019). 

III. ANALYSIS

A. Counts I, II, III, V, VI Do Not Meet The Heightened Pleading Requirements

For Rule 10b-5 Claims Predicated On Fraud.

Count I of Plaintiff’s Amended Complaint alleges violations under the Securities Exchange 

Act of 1934, 15 U.S.C. § 78j(b); Rule 10b-5; and 17 C.F.R. § 240.10b-5. In the Eleventh Circuit, 

a private plaintiff bringing an action under Rule 10b-5 must show:

(1) a material misrepresentation or omission; (2) scienter—a wrongful state of

mind; (3) a connection between the misrepresentation and the purchase or sale of a

security; (4) reliance . . . as transaction causation; (5) economic loss; and (6) loss

causation, i.e., a causal connection between the material misrepresentation and the

loss.

Meyer v. Greene, 710 F.3d 1189, 1194 (11th Cir. 2013) (quoting Dura Pharms., Inc. v. Broudo, 

544 U.S. 336, 341–42 (2005)) (internal quotation marks omitted). A misrepresentation or omission 

is material if, “in the light of the facts existing at the time,” a “reasonable investor, in the exercise 

of due care, would have been misled by it.” FindWhat Investor Grp. v. FindWhat.com, 658 F.3d 

1282, 1305 (11th Cir. 2011) (citation omitted). In other words, materiality depends on whether a 

“substantial likelihood” exists that a “reasonable investor” would have viewed a misrepresentation 

or omission as “significantly alter[ing] the ‘total mix’ of information made available.” S.E.C. v.

Morgan Keegan & Co., 678 F.3d 1233, 1245 (11th Cir. 2012) (quoting TSC Indus., Inc. v.

Northway, Inc., 426 U.S. 438, 449 (1976)).

“To survive a motion to dismiss, a claim brought under Rule 10b–5 must satisfy (1) the 

federal notice pleading requirements; (2) the special fraud pleading requirements found in Federal 

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Rule of Civil Procedure 9(b) . . . ; and (3) the additional pleading requirements imposed by the 

Private Securities Litigation Reform Act of 1995 (“PSLRA”) . . . .” FindWhat, 658 F.3d at 1296

(internal citations omitted). Pursuant to federal notice pleading standards, a complaint must 

contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.

R. Civ. P. 8(a)(2). “[A]ll well-pleaded facts are accepted as true, and the reasonable inferences 

therefrom are construed in the light most favorable to the plaintiff.” Garfield v. NDC Health Corp., 

466 F.3d 1255, 1261 (11th Cir. 2006) (quoting Bryant v. Avado Brands, Inc., 187 F.3d 1271, 1273 

n.1 (11th Cir.1999)). Under Federal Rule of Civil Procedure 9(b), for complaints alleging fraud 

or mistake, “a party must state with particularity the circumstances constituting fraud or mistake,” 

although “[m]alice, intent, knowledge, and other conditions of a person's mind may be alleged 

generally.” Finally, under the PSLRA “the complaint shall specify each statement alleged to have 

been misleading, the reason or reasons why the statement is misleading, and, if an allegation 

regarding the statement or omission is made on information and belief, the complaint shall state 

with particularity all facts on which that belief is formed.” 15 U.S.C. § 78u–4(b)(1). If these 

PSLRA pleading requirements are not satisfied, the court “shall” dismiss the complaint. 15 U.S.C. 

§ 78u–4(b)(3)(A).

Plaintiff alleges various misrepresentations in the Amended Complaint; however, it fails 

to allege these misrepresentations with the requisite particularity. In the Amended Complaint, 

Plaintiff states that he invested in EZ Capital, Unified Advance, and Star Capital in reliance on 

untrue statements of material fact, or misrepresentations—the content of which was that Gelman 

and Star Equities had invested certain amounts of capital in each. ECF No. [17] ¶¶ 11, 16, 18, 24. 

Rule 9(b) requires a complaint to set forth (1) precisely what statements or omissions were made 

in which documents or oral representations; (2) the time and place of each such statement and the 

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person responsible for making (or, in the case of omissions, not making) them; (3) the content of 

such statements and the manner in which they misled the plaintiff; and (4) what the defendant 

obtained as a consequence of the fraud. Garfield, 466 F.3d at 1262; Ziemba v. Cascade Int'l,

Inc., 256 F.3d 1194, 1202 (11th Cir.2001). Notably, the “[f]ailure to satisfy Rule 9(b) is a ground 

for dismissal of a complaint.” Corsello v. Lincare, Inc., 428 F.3d 1008, 1012 (11th Cir.2005) (per 

curiam). 

The Amended Complaint does specifically indicate the misstatements made and persons 

who made them—that Gelman and Star Equities had invested specific amounts in EZ Capital, 

Unified Advance, and Star Capital—the time of such misstatements—on March 27, 2017, July 26, 

2017, and November 9, 2017—the place of such the misstatements—on the operating agreements 

and amendments to the operating agreements—and what the Defendants obtained as a result of the 

fraud—investments by Plaintiff. Id. However, Plaintiff does not explain the basis for believing 

that these were misrepresentations, required under the PSLRA. See 15 U.S.C. § 78u–4(b)(1) (“the 

complaint shall specify each statement alleged to have been misleading, the reason or reasons why 

the statement is misleading, and, if an allegation regarding the statement or omission is made on 

information and belief, the complaint shall state with particularity all facts on which that belief is 

formed.”). The purpose of particularity pleading is to alert the defendants to their precise 

misconduct and protect them against baseless charges of fraudulent behavior.” In re Takata Airbag

Prod. Liab. Litig., 462 F. Supp. 3d 1304, 1313 (S.D. Fla. 2020). This failure warrants the dismissal 

of this Count. The Court notes, as it did at the hearing, that Plaintiffs may very well have ample 

evidence to support their claim, however, some of that evidence discussed at the hearing must be 

plead in order for the Amended Complaint to survive dismissal.

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Because this Court finds that Plaintiff fails to plead a claim for securities fraud, the 

remaining counts fare no better. In Count II, Plaintiff alleges liability of controlling persons based 

on the claims in Count I. ECF No. [1] ¶ 42. However, because the claims in Count I fail, those in 

Count II necessarily fail as well. See Luczak v. Nat’l Beverage Corp., 812 F. App’x 915, 919 (11th 

Cir. 2020) (“If a plaintiff cannot state a claim for securities fraud under § 10(b) and Rule 10b-5, 

his ‘control-person’ claims under § 20(a) ‘necessarily fail as well.’” (quoting Mizzaro v. Home

Depot, Inc., 544 F.3d 1230, 1255 (11th Cir. 2008))); Garfield, 466 F.3d at 1261 (the success of 

plaintiff’s controlling persons claim “turns on the resolution of its claims under Section 10b and 

Rule 10b–5”).

Count III must also be dismissed because therein Plaintiff alleges a Florida Securities 

Investor Protection Act claim, which, like Count I, fails to be plead with the requisite specificity. 

See Barnett v. Blane, No. 11-14345-CIV, 2013 WL 1001963, at *2 (S.D. Fla. Mar. 13, 2013) (“A 

Florida–Securities–and–Investor–Protection–Act claim must be pleaded with heightened 

specificity because it is essentially a claim for fraud.”); Gochnauer v. A.G. Edwards & Sons, Inc., 

810 F.2d 1042, 1046 (11th Cir. 1987) (“The Florida statutory requirements are identical to Rule 

10b-5, . . . except that the scienter requirement under Florida law is satisfied by a showing of mere 

negligence . . .”).

Count V alleges violation of FDUTPA. ECF No. [17] ¶ 57. The Amended Complaint 

states that EZ Capital, Star Capital, and Unified Advance were deceptive or unfair. Id. ¶¶ 55–56. 

In the alternative, Plaintiff states that Counts I and III operate as an “implied FDUTPA predicate.” 

Id. This claim must also be dismissed. First, this is a claim based upon allegations of fraudulent 

misrepresentations and “‘[t]he particularity requirement of Rule 9(b) applies to all claims 

that sound in fraud, regardless of whether those claims are grounded in state or federal law.’” Fox

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v. Loews Corp., 309 F. Supp. 3d 1241, 1251 (S.D. Fla. 2018) (quoting Llado–Carreno v. Guidant

Corp., No. 09-20971-CIV, 2011 WL 705403, at *5 (S.D. Fla. Feb. 22, 2011)). For the same 

reasons set forth above, as to Count I and III, Plaintiff has not plead this claim with the required 

particularity. Second, because the undersigned has already determined that Counts I and III must 

be dismissed, they cannot serve as implied FDUTPA predicates. Count V must be dismissed.

Finally, Count VI must be dismissed as well. Count VI alleges fraudulent

misrepresentation against EZ Capital, Star Capital, Unified Advance, Gelman, and Star Equities. 

ECF No. [17] ¶¶ 60–64. These claims must again be plead under the heightened Rule 9(b) standard. 

The Court has already established that Plaintiff failed to plead the misrepresentations to this 

standard and therefore Count VI must be dismissed as well. As the Court noted above and at the 

hearing, its is likely that Plaintiff may be able to plead with the particularity required in its next 

amendment. However, this Amended Complaint did not satisfy the requirements. 

B. The Court Declines To Exercise Its Supplemental Jurisdiction Over Counts IV 

and VII As To This Amended Complaint. 

As an initial matter, the Court finds that if the fraud counts were not dismissed, the Court 

would have supplemental jurisdiction, pursuant to 28 U.S.C. § 1367(a), over both state law claims 

in Counts IV and VII. Count IV in the Complaint seeks enforcement of the right to inspection of 

books and records under Fla. Stat. § 605.0411, against Star Capital and Unified Advance. ECF 

No. [17] ¶ 51. Section 605.0411(1) of the Florida Statutes states that “[i]f a limited liability 

company does not allow a member, manger, or other person who complies with § 605.0410(2)(a), 

(3)(a), (3)(b), or (4), as applicable, to inspect and copy any records required by that section 

[605.0410] to be available for inspection, the circuit court in the county where the limited liability 

company’s principal office is or was last located . . . may summarily order inspection and copying 

of the records demanded . . . .” (emphasis added). In Count VII, Plaintiff seeks the judicial 

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dissolution of EZ Capital and the appointment of a receiver under Fla. Stat. § 605.0702 and Fla. 

Stat. § 605.0703. Under Fla. Stat. § 605.0702, “(1) A circuit court may dissolve a limited liability 

company” under certain circumstances. Similarly, under Fla. Stat. § 605.0703, “(4) [i]n a 

proceeding under § 605.0702, the court may, upon a showing of sufficient merit to warrant such a 

remedy: (a) Appoint a receiver or custodian under § 605.0703. 

As to both Counts, Defendants argue that the Court does not have jurisdiction over these 

claims because the statutes specify that “the circuit court” is the body that may order inspection 

and copying, then this Court does not have jurisdiction. ECF No. [19] at 14, 19–20. Defendants 

cite to ITsavvy LLC v. IT Savvy, LLC, No. 617CV955ORL31TBS, 2017 WL 8812725, at *6 n.5 

(M.D. Fla. Dec. 12, 2017) which interpreted similar Florida Statutes §§ 605.0702(1) and 605.0703 

as vesting the state circuit court, and not the federal court, with jurisdiction to dissolve an LLC. 

Id. Plaintiff counters that this Court has jurisdiction and relies on the case of MCI 

Telecommunications Corp. v. Teleconcepts, Inc., 71 F.3d 1086, 1109 (3d Cir. 1995), which held 

that “a state simply has no power to divest a federal court of its constitutionally or congressionally 

conferred subject matter jurisdiction has been settled law for nearly a century.” ECF No. [21] at 

13–14. Plaintiffs maintain that federal court in Florida have allowed claims for judicial dissolution 

to proceed. See White v. Ideagear, LLC, 2015 WL 1927504, at *3 (M.D. Fla. Apr. 28, 2015); 

Findling v. Bisaria, 12-CV-80118-DMM, 2013 WL 12139328, at *3 (S.D. Fla. May 15, 2013). 

Plaintiff is correct that these may come before the Court through the doctrine of 

supplemental jurisdiction. See 28 U.S.C. § 1367(a) (. . . in any civil action of which the district 

courts have original jurisdiction, the district courts shall have supplemental jurisdiction over all 

other claims that are so related to claims in the action within such original jurisdiction that they 

form part of the same case or controversy . . .). In the same way that the Court has supplemental 

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jurisdiction over these state law claims in Counts IV and VII, because they form part of the same 

case or controversy, the Court’s jurisdiction could extend to these state law claims. Based on the 

allegations in the Amended Complaint, the state law claims rely on the same exact facts as the 

federal law claims. Id. ¶¶ 31, 41, 50, 65.

Defendants argument relies on the theory that these state statutes disallow jurisdiction by 

a federal court. Defendants rely on ITsavvy, which noted that not only were there no grounds for 

dissolution of an LLC in that case, “[e]ven if any of these grounds were present . . . the statute 

vests the state circuit court, not the federal court, with jurisdiction to dissolve an LLC. 2017 WL 

8812725, at *6 n.5. Upon a reading the Florida statutes in question, Fla. Stat. §§ 605.0411 and 

605.0702, the language is permissive in stating that “the circuit court . . . may summarily order 

inspection and copying of the records demanded,” and “[a] circuit court may dissolve” an LLC.

(emphasis added). There is nothing limiting within the statutes indicating that they cannot be 

brought in federal court, as ITSavvy suggests. The District Court of New Jersey made a similar 

finding in K.N. v. Gloucester City Bd. of Educ., when it held that Plaintiff could be bring a state 

claim directly in federal court as “[t]he basis of allowing these claims to be heard initially in federal 

court is the permissive language of the statue, which states those claims ‘may’ be brought in [state 

court].” 2019 WL 4024806, at *2 (D.N.J. Aug. 27, 2019). 

Further, the Court finds that although very little authority exists as to this issue, there is 

some authority in this Circuit to allow Counts IV and VII to proceed in federal court. Indeed, other 

federal courts in the Middle District of Florida have exercised jurisdiction over the dissolution of 

a company under the state statute. White v. Ideagear, LLC, No. 8:14-CV-2975-T-26MAP, 2015 

WL 1927504, at *3 (M.D. Fla. Apr. 28, 2015) (permitting a claim for dissolution to proceed in 

federal court as long as plaintiffs specified in what capacity they sought judicial dissolution); 

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Rossini v. Muller, No. 606CV123ORL28DAB, 2006 WL 8448542, at *1–2 (M.D. Fla. Feb. 15, 

2006) (federal court would have been able to determine the issue of dissolution and receivership 

had there been proper diversity of citizenship to bring the case under the federal court’s subject 

matter jurisdiction). In this District, Judge Middlebrooks, in Findling v. Bisaria, dismissed a 

plaintiff’s complaint without prejudice finding there was no diversity of citizenship; however, his 

order states that he would permit a claim for dissolution under the state law to go forward, provided 

the parties show diversity, and as long as the plaintiff could show that he was a member of the 

LLC he was trying to dissolve. Findling v. Bisaria, No. 12-CV-80118-DMM, 2013 WL 

12139328, at *3 (S.D. Fla. May 15, 2013). 

However, because the Court is dismissing the fraud counts here, it will not exercise 

jurisdiction over these counts. Rivas v. Bank of New York Mellon, 777 F. App’x 958, 965 (11th 

Cir. 2019) (quoting 28 U.S.C. § 1367 (c)). “[T]he Supreme Court has recognized that, ‘in the usual 

case in which all federal-law claims are eliminated before trial, the balance of factors ... will point 

toward declining to exercise jurisdiction over the remaining state-law claim.’” Bruce v. U.S. Bank

Nat’l Ass’n, 770 F. App’x 960, 966 (11th Cir. 2019) (quoting Carnegie-Mellon Univ. v. Cohill, 

484 U.S. 343, 350 n.7 (1988)). Should the fraud claims be properly replead these counts could 

survive under the theory of supplemental jurisdiction. 

Defendants make a second argument as to the dismissal of Count IV. Defendants argue 

that Plaintiff would only be allowed to inspect the books and records of Star Capital and Unified 

Advance under Fla. Stat. § 605.0411 is if it were a member, manger, or disassociated member. 

ECF No. [19] at 15; see § 605.0410(2)(a), (3)(a), (3)(b), or (4). Under Fla Stat. § 605.0602, there 

are fifteen ways in which one may become a disassociated member, and Defendants state that 

Plaintiffs fall into none of these categories. ECF No. [19] at 15. Plaintiff states this is contrary to 

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the District Court’s decision in Silver Crown Investments, LLC v. Team Real Estate Mgmt., LLC, 

349 F. Supp. 3d 1316, 1330 (S.D. Fla. 2018) which did not require such a detailed pleading. ECF 

No. [21] at 15. The Court finds that in Silver Crown there was never a question that Plaintiffs were 

still members of the LLC from which they are seeking inspection of books and records. Silver 

Crown, 349 F. Supp. 3d at 1322, 1330–31. This Court holds that to the extent Plaintiffs seek to 

inspect the books and records under Fla. Stat. § 605.0411, Plaintiff would need to show, pursuant 

to the statute, how Plaintiff qualifies as a member, manager, or one of the fifteen ways in which 

one may become a disassociated member of Star Capital or Unified Advance. 

IV. CONCLUSION

For the reasons noted above, it is hereby ORDERED AND ADJUDGED that Defendants’

Motion to Dismiss the Amended Complaint, ECF No. [19], is GRANTED WITHOUT 

PREJUDICE. Plaintiff has ten (10) days to file its an amended pleading. 

DONE AND ORDERED in Chambers at Miami, Florida, this 12th day March, 2021.

JACQUELINE BECERRA

UNITED STATES MAGISTRATE JUDGE

Case 1:20-cv-22234-JEM Document 52 Entered on FLSD Docket 03/12/2021 Page 15 of 15