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Case No. 1:20-cv-22234- MARTINEZ-BECERRA

LINCO ENTERPRISES, INC.

Plaintiff,

v.

OLEG FIRER, EZ CAPITAL FUND, LLC, 

STAR CAPITAL MANAGEMENT, LLC,

And STAR EQUITIES, LLC,

Defendants.

________________________________________________/

OLEG FIRER, EZ CAPITAL FUND, LLC, 

STAR CAPITAL MANAGEMENT, LLC,

And STAR EQUITIES, LLC,

Counter-Plaintiffs,

v.

LINCO ENTERPRISES, INC,

Counter-Defendant,

________________________________________________/

DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT 

AND INCORPORATED MEMORANDUM OF LAW

Defendants / Counter-Plaintiffs OLEG FIRER (“Firer”), EZ CAPITAL FUND, LLC, 

(“EZ Capital”), STAR CAPITAL MANAGEMENT, LLC, (“Star Capital”), STAR EQUITIES, 

LLC, (“Star Equities”) (collectively “Defendants”), by and through their undersigned counsel, 

and pursuant to the Federal Rules of Civil Procedure and the Local Rules and Procedures for the 

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Miami Division

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Southern District of Florida, hereby move this Court to enter summary judgment in favor of 

Defendants and against Plaintiff / Counter-Defendant LINCO ENTERPRISES, INC (“Linco”), 

and in support, state as follows:

INTRODUCTION

Summary judgment should be granted in Defendants’ favor, and against Linco, as follows:

First, summary judgment should be granted as to Linco’s claims in Counts I, III, and IV in 

that any alleged misrepresentation as to capital contribution amounts was not the proximate cause 

of any loss or damages to Linco; 

Second, if the above claims are not dismissed, then summary judgment should be granted 

as to part of Linco’s claims in Counts I, III, and IV, and the part of Defendants’ defenses thereto, 

in that there is no genuine issue of material fact that the plain text of Unified Advance’s and EZ 

Capital’s operating agreements specifically allowed Star Equities’ and non-party Gary Gelman’s 

(“Gelman”) contributions to Unified Advance and EZ Capital to be deemed as the amounts 

identified on the operating agreements as contributed; and 

Third, summary judgment should be granted as to Linco’s claim in Count V for inspection 

of books and records of Star Capital because Linco is not a dissociated member of Star Capital.

STATMENT OF FACTS

For the relevant material facts, Defendants refer the Court to the contemporaneously filed 

Defendants’ Local Rule 56.1 Statement of Material Facts That Are Not Genuinely Disputed (ECF.

No. 89) (“DSMF”), which was filed with this Motion.

STANDARD OF REVIEW

Summary judgment must be granted where there is no triable issue of material fact and the 

moving party is entitled to summary judgment as a matter of law. Fed. R. Civ. P. 56; Walker v. 

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Darby, 911 F.2d 1573, 1576–77 (11th Cir. 1990). Once the moving party establishes that there is 

no genuine issue of material fact, the non-moving party has the burden of presenting specific facts 

showing that material issues are in dispute. Celotex Corp. v. Catrett, 477 U.S. 317, 322–23 (1986).

“A party opposing summary judgment may not rest upon the mere allegations or denials in its 

pleadings.” Walker v. Darby, 911 F.2d 1573, 1576–77 (11th Cir. 1990). “Rather, its responses, 

either by affidavits or otherwise as provided by the rule, must set forth specific facts showing that 

there is a genuine issue for trial.” Id. “A mere ‘scintilla’ of evidence supporting the opposing 

party’s position will not suffice; there must be enough of a showing that the jury could reasonably 

find for that party.” Id.; Ellis v. England, 432 F.3d 1321, 1326 (11th Cir. 2005) (“mere conclusions

and unsupported factual allegations are legally insufficient to defeat summary judgment.”).

I. LINCO CANNOT DEMONSTRATE LOSS CAUSATION OR PROXIMATE 

CAUSE.

The crux of Linco’s claims in Counts I, III, and V is that each seeks to assert claims against 

EZ Capital, Star Equities, Star Capital, and/or Firer based on (1) alleged misrepresentations in

March and June 2017, regarding the amounts of capital contributions identified as made by Star 

Equities and Gelman to Unified Advance and EZ Capital (ECF. No. 59 ¶¶ 35-36, 101), and (2) 

alleged misrepresentations in November 2017, regarding the amounts of capital contributions 

identified as made by Star Equities and Gelman to Star Capital. Id ¶¶ 63-64, 101.

Count I alleges a violation of Rule 10b-5 of the Securities Exchange Act of 1934. (ECF 

No. 59 at Count I). Count III alleges a violation of Florida Securities Investor’s Protection Act, 

Fla. Stat.§§ 517.011 et. seq. (ECF No. 59 at Count III). Count V alleges a common law claim for 

fraudulent misrepresentation. (ECF No. 59 at Count V).

With respect to Counts I and III, because a securities claim under the Florida statute is 

“nearly identical to a securities fraud claim under Rule 10-5 . . . Florida courts will look to 

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interpretations of the federal securities laws for guidance in interpreting Florida's securities 

laws.” Ward v. Atl. Sec. Bank, 777 So. 2d 1144, 1147 (Fla. 3d DCA 2001); Messer v. E.F. Hutton 

& Co., 847 F.2d 673, 676 (11th Cir.1988).

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, “often referred to in cases 

involving public securities markets (fraud-on-the-market cases) 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). Of 

import, both claims require a showing of loss causation.

“To succeed in a securities fraud case, a plaintiff must demonstrate that he suffered 

economic loss caused by the material misrepresentation or omission charged to the defendant.” 

Whitehead v. BBVA Compass Bank, 979 F.3d 1327, 1330 (11th Cir. 2020). “It is insufficient to 

show that Defendants induced the Plaintiff[ ] into deals that subsequently went bad.” Whitehead 

v. BBVA Compass Bank, 979 F.3d 1327, 1330–31 (11th Cir. 2020). “If the investment decision 

is induced by misstatements or omissions that are material and that are relied on by the claimant, 

but are not the proximate reason for the pecuniary loss, recovery ... is not permitted.” Id at 1331.

“The loss causation element of a Rule 10b–5 claim requires that the defendant’s fraud be 

both the but-for and proximate cause of the plaintiff's later losses.” FindWhat Inv. Grp. v. 

FindWhat.com, 658 F.3d 1282, 1309 (11th Cir. 2011). “However, the plaintiff need not show that 

the defendant's misconduct was the “sole and exclusive cause” of his injury; he need only show 

that the defendant's act was a “substantial” or “significant contributing cause.” Id.

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“[I]f the particular loss complained of is caused by supervening general market forces or 

other factors unrelated to the defendant’s misconduct that operate to reduce the value of the 

plaintiff’s securities, the plaintiff is precluded from recovery under Rule 10b–5.” Bruschi v. 

Brown, 876 F.2d 1526, 1530 (11th Cir. 1989); Hubbard v. BankAtlantic Bancorp, Inc., 688 F.3d 

713, 729 (11th Cir. 2012) (holding that loss causation was not established because the plaintiff had 

not offered facts showing how the misrepresentations were a substantial factor contributing to the 

alleged losses while the loss of stock prices was tied to the collapse of the real estate market). Loss 

causation requires proof that the alleged fraud is the “proximate cause of the plaintiff’s later 

losses.” U.S. Commodity Futures Trading Comm’n v. S. Tr. Metals, Inc., 894 F.3d 1313, 1333 

(11th Cir. 2018) (citing FindWhat Inv’r Grp. v. FindWhat.com, 658 F.3d 1282, 1309 (11th Cir. 

2011).

With respect to Count V, to prevail on a claim for fraudulent misrepresentation,

the misrepresentation must be the proximate cause of the damage claimed. Gonzalez v. Garcia, 

913 So. 2d 735, 736 (Fla. 3d DCA 2005). Sherban v. Richardson, 445 So. 2d 1147, 1148 (Fla. 4th 

DCA 1984) (“Finding that appellee suffered no damages proximately caused by the representation 

as to ownership and that in any event there was no reliance to her detriment, we reverse the final 

judgment”). A defendant’s acts or omissions cannot be too tenuous to constitute proximate cause. 

Expressair Cargo Servs., Inc. v. ZFour, Inc., 738 So. 2d 1008 (Fla. 3d DCA 1999)(“defendant’s 

misconduct was too tenuous to constitute a proximate cause of the plaintiff’s damages”).

In this case, any alleged misrepresentations in 2017 about capital contributions to EZ 

Capital, Unified Advance, and Star Capital were not the proximate cause of any loss or damages 

to Linco because Linco’s losses were actually due to independent factors, or supervening events 

such as: the Covid-19 pandemic, lapse of time, and Linco’s own demands for return of its funds.

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1. EZ Capital.

Linco alleges that it was in March 2017, that the capital contribution misrepresentations 

occurred, which is almost three years before Linco commenced this case in May 2020. DSMF ¶ 

16. Linco does not dispute that EZ Capital had no assets other than VG Financing (DSMF ¶ 18)

that EZ Capital did not conduct any other than the operations of VG Financing (DSMF ¶ 19), and 

that income from VG Financing was EZ Capital’s sole source of income (DSMF ¶ 20). Linco

testified that its membership interest in EZ Capital now has no value because there is no market 

for the membership interest, as there was a decline in VGF’s business. DSMF ¶ 22. Specifically, 

Linco testified that its chances of getting money out of its EZ Capital contribution are “slim” 

because the operations of VGF Financing are now such that: “they don’t have the website anymore.

They sold all the furniture off. They practically -- they have fired almost all the employees and 

one of the investors brought a lawsuit against them and got a ruling, that of recovering 70 percent 

of the amount that was invested or advanced to the merchants. And on top of that, a few weeks 

ago they stopped sending investor reports to me.” DSMF ¶ 21. In short, Linco’s loss or damages

from its contribution to EZ Capital was substantially, primarily caused by the decline in the 

business of VG Financing, the sole asset and only source of income of EZ Capital, almost 3 years 

after any alleged misrepresentation regarding capital contributions. Accordingly, any alleged acts 

or omissions with respect to the capital contributions identified in March 2017, was not the cause 

or proximate cause of any loss suffered by Linco. 

Furthermore, as the alleged acts and omissions occurred in 2017 and the loss was almost

3 years later, the lapse of time between the misrepresentations and the loss removes any possible 

proximate cause of any loss or damages allegations with respect to Linco. Sapssov v. Health 

Mgmt. Assocs., Inc., 22 F. Supp. 3d 1210 (M.D. Fla. 2014), aff'd, 608 F. App'x 855, 1229 (11th 

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Cir. 2015) (evaluating loss causation in a fraud-on-the-market case) (finding that for 11 months, 

“[s]uch a large temporal lapse removes the segment from the realm of relevance in determining 

loss causation”). Thus, it is undisputed that any alleged acts or omissions by Defendants with 

respect to capital contributions were not the cause of Linco’s loss, and summary judgment must 

be entered in favor of Defendants at to Counts I, III, and V with respect to the claims against 

Defendants involving EZ Capital.

2. Unified Advance.

Any loss resulting from Linco’s contribution to Unified Advance was caused by Linco

voluntarily seeking its money back from Unified Advance. Linco again alleges that it was in 

March 2017, that the misrepresentations regarding capital contributions were made. ECF No. 59

¶¶ 2, 98; DSMF ¶ 28. It is undisputed that Linco signed a Settlement Agreement and Release on 

June 4, 2019, pursuant to which Linco received $150,000.00 and sold its membership interest in 

Unified Advance. DSMF ¶¶ 34, 35. Linco testified that it signed the Settlement Agreement and 

Release “[b]ecause I wanted to get my money back. I don’t know how to answer this, I just wanted 

to get it back.” DSMF ¶¶ 36. Linco assumed the loss in value of its interest when it decided to 

voluntarily sell its interest and agreed to the amounts in the Settlement Agreement and Release,

because it just wanted to get the money back, and Defendants cannot act as insurers to Linco’s

loss in value. Meyer,710 F.3d at 1196 (“the loss causation requirement ensures that the federal 

securities laws do not ‘becom[e] a system of investor insurance that reimburses investors for any 

decline in the value of their investments’”). In Whitehead v. BBVA Compass Bank, 979 F.3d 1327, 

1331 (11th Cir. 2020), the Eleventh Circuit found that no act or omission by the appellees was the 

cause of any loss because it was the surrender of a security, not its purchase, that generated the 

loss incurred and there was no act or omission by the defendants in that regard. Id. Any loss by 

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Linco in Unified Advance was caused by Linco’s desire to just get Linco’s money back by signing 

the Settlement Agreement and Release, and not any act or omission by Defendants.

Additionally, Linco sold its interest in Unified Advance in June 2019. DSMF ¶¶ 35, 36. 

Thus, approximately two years transpired between (1) Defendants’ alleged acts and omissions and

Linco contributing its amounts to Unified Advance in 2017 and (2) when Linco sold its interest in 

June 2019.

1 It is a matter of public record, and this Court can take judicial notice of, that Unified 

Advance was administratively dissolved in 2018. DSMF ¶ 32. Thus, Linco allegedly suffered its 

loss almost 2 years after Defendants’ alleged acts and omissions and almost 8 months after Unified 

Advance was dissolved. These further independent causes, and the temporal lapse between the 

alleged misrepresentations in 2017 and the loss in 2019, preclude any argument that the alleged 

misrepresentations in 2017 caused any loss with respect to Linco’s contribution in Unified

Advance. See Caremark, Inc. v. Coram Healthcare Corp., 113 F.3d 645, 650 (7th Cir. 1997);

First Nationwide Bank., 27 F.3d 763 at 772; Sapssov v. Health Mgmt. Assocs., Inc., 22 F. Supp. 

3d 1210 (M.D. Fla. 2014), aff'd, 608 F. App'x 855, 1229 (11th Cir. 2015). As such, any acts or 

omissions by Defendants were not the cause of any loss, or proximate cause of Linco’s damages, 

and summary judgment must be entered in favor of Defendants at to Counts I, III, and V with 

respect to the claims against Defendants involving Unified Advance.

3. Star Capital.

1 With respect to Linco’s contribution in Unified Advance, Linco alleged that it purchased its 

ownership interests approximately on March 27, 2017. DSMF ¶ 2 . Additionally, Linco alleged it 

purchased its portfolio investment in April 2017. ECF No. 59 ¶ 41. On June 4 ,2019, Linco sold 

its interests in Unified Advance by executing the Settlement Agreement and Release document, to 

which Linco alleges that it is no longer a member in Unified Advance. DSMF ¶ 35. Linco obtained 

$150,000 in the sale of Linco’s Unified Advance interests. DSMF ¶ 35.

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In November 2017, Linco obtained a membership interest in Star Capital by signing 

Amendment No. 1 to the Limited Liability Company Agreement of Star Capital Management, 

LLC (“Star Capital Amendment”) and contributing $480,000. DSMF ¶ 39. Linco alleges it was 

told, in November 2017, prior to Linco signing the Star Capital Amendment, that the 

$1,158,000.00 next to the names of Gelman and Star Equities was an investment in cash. DSMF 

¶ 43. Almost two years later, in September 2019, Linco sold its membership interest in Star 

Capital pursuant to the Class B Common Share Purchase Agreement, for $420,000.00. DSMF ¶ 

44. Linco testified that the reason it sold its interest was that “The purpose was that Oleg Firer 

through Star Equities, was going to buy my shares out, to buy out my shares in the hotel.” DSMF 

¶ 46. Thus, as in the above instances, approximately two years transpired between Defendants’ 

alleged acts and omissions with respect to capital contributions and Linco selling its interest in 

June 2019. Linco voluntarily decided to sell its interest at a loss. The temporal lapse between the 

alleged misrepresentations in 2017 and the loss in 2019, and intervening act of Linco deciding to 

sell its interest at a loss, preclude any argument that the alleged 2017 misrepresentations regarding 

capital contributions caused any loss or damages to Linco. See Caremark, Inc. v. Coram 

Healthcare Corp., 113 F.3d 645, 650 (7th Cir. 1997); First Nationwide Bank., 27 F.3d 763 at 772;

see also Sapssov v. Health Mgmt. Assocs., Inc., 22 F. Supp. 3d 1210 (M.D. Fla. 2014), aff'd, 608 

F. App'x 855, 1229 (11th Cir. 2015). As such, any acts or omissions by Defendants were not the 

cause of any loss, or proximate cause of Linco’s damages, and summary judgment must be entered 

in favor of Defendants at to Counts I, III, and V with respect to the claims against Defendants 

involving Star Capital.

II. THE OPERATING AGREEMENTS CONTRADICT LINCO’S ALLEGATIONS.

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A party may move for summary judgment, identifying each claim or defense--or the part 

of each claim or defense--on which summary judgment is sought. Fed. R. Civ. P. 56(a) (emphasis 

added). “Thus, summary judgment pertains to claims, defenses, and parts of claims or defenses.” 

Hooker v. McDonough, No. 8:18-CV-2000-CEH-JSS, 2021 WL 2881507, at *3 (M.D. Fla. Mar. 

28, 2021).

Part of Linco’s claims in Counts I, III, and V arise out of alleged misrepresentations in the 

operating agreements of Unified Advance and EZ Capital as to the amount of capital contributions 

made by Gelman and Star Equities to Unified Advance and EZ Capital. In its depositions, Linco

clarified that the amounts of capital contributions next to Gelman’s and Star Equities’ name on 

Exhibit A to the operating agreements of Unified Advance and EZ Capital (the “Operating 

Agreements”) had been misrepresented in the Operating Agreements because Linco was told that 

such amounts were made exclusively in cash, and that Gelman and Star Equities had not in fact 

contributed such funds in cash. DSMF ¶¶ 16, 28. Linco’s argument is not supported by the plain 

text of the Operating Agreements. 

The Operating Agreements are substantially similar in relevant parts. DSMF ¶¶ 15, 26. 

Exhibit A to the Operating Agreements both expressly state “Capital Contributions and Initial 

Capital Account of the Member” in the column above the amounts next to the members’ names. 

DSMF Exh. 1 at Exhibit A; DSMF Exh. 3 at Exhibit A. Both Operating Agreements state that 

“Capital Contribution” consists of “the total cash and Fair Market Value of other property 

contributed to the equity of the Company by a Member... .” DSMF Exh. 1 at ¶ 1.04; DSMF Exh. 

3 at ¶ 1.04; DMSF ¶ 12; DMSF ¶ 29. Both Operating Agreements state that “Capital Account” 

means the Capital Account established for each Member and maintained in accordance with the 

provisions of this Agreement and the Regulations. DSMF Exh. 1 at ¶1.04; DSMF Exh. 3 at ¶1.04. 

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Both Operating Agreements state that that “The Members and Warrant Holders have made (or are 

deemed to have made) Capital Contributions with respect to Class A Units, Class B Units and 

Warrants in amounts reflected opposite each Member’s name in Exhibit A and Exhibit B hereto... 

.” DSMF Exh. 1 at ¶ 3.03(a); DSMF Exh. 1 at ¶ 3.03(a); DMSF ¶ 13; DMSF ¶30.The Florida 

Revised Limited Liability Act (“LLC Act”), which governs here, defines “property” that forms 

part of a member’s capital contribution as “all property, whether real, personal, mixed, tangible, 

or intangible, or a right or interest therein.” Fla. Stat. § 605.0102 (56). 

One part of Defendants’ defenses to Linco’s claims in Counts I, III, and V is that there was

no misrepresentation because the Operating Agreements allowed contributions to be deemed to 

have been made as set forth in Exhibit A to the Operating Agreements. There is no genuine dispute 

of fact that the Operating Agreements state that “The Members and Warrant Holders have made 

(or are deemed to have made) Capital Contributions with respect to Class A Units, Class B Units 

and Warrants in amounts reflected opposite each Member’s name in Exhibit A and Exhibit B

hereto... .” SMF Exh. 1 at ¶ 3.03(a); DSMF Exh. 1 at ¶ 3.03(a); DMSF ¶ 13; DMSF ¶30. Pursuant 

to the Operating Agreements, the parties to the Operating Agreement could be deemed to have 

made the capital contributions in the amounts set forth on Exhibit A to the Operating Agreements. 

Pursuant to Rule 56(a), the Court should enter summary judgment on part of Linco’s claims

in Counts I, III, and V, and Defendants’ defenses thereto, and find that, facts are established 

without controversy, in that the Operating Agreements state that the amounts reflected opposite 

each member’s name in Exhibit A to the Operating Agreements can be deemed to have been made 

by them, in the values identified therein, as set forth in paragraph 3.03 of the Operating 

Agreements.

III. LINCO IS NOT A DISSOCIATED MEMBER OF STAR CAPITAL.

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Linco’s claim in Count IV alleges a claim against Star Capital for Enforcement of Right of 

Inspection of Books and Records Fla Stat. § 605.0411 based on Linco’s allegation that Linco is a 

dissociated member of Star Capital pursuant to Fla Stat.§ 605.0602. It is undisputed that Star 

Capital had no operating agreement aside from the Star Capital Amendment signed by Linco and 

Star Equities and Gelman. DSMF ¶¶ 39-42. Accordingly, to the extent that there is no contrary 

provision in the Star Capital Amendment, then the Florida Revised Limited Liability Company 

Act controls. Fla. Stat.§ 605.0105(2).

Star Capital’s Amendment contains no provision identifying when a person is dissociated 

as a member. Exh. 5, Star Capital Amendment. Thus, Fla. Stat. § 605.0602 states the limited 

circumstances under which a person is dissociated as a member. Fla. Stat.§ 605.0105(2). One of 

those limited circumstances is when “[t]he company has notice of the person’s express will to 

withdraw as a member... .” Fla. Stat.§ 605.0602 (1). While Fla. Stat.§ 605.0602 (5)(b) states that 

a transfer of interest, in one circumstance, can also result in dissociation, not all transfers of interest 

qualify as an event causing dissociation. Fla. Stat. § 605.0502(1)(b). Specifically, the statute states 

that “Subject to s. 605.0503 [which does not apply in this case], a transfer, in whole or in part, of 

a transferable interest . . . [d]oes not by itself cause a member’s dissociation . . . .” Fla. Stat. § 

605.0502(1)(b)(emphasis added). Additionally, on its face, Fla. Stat. § 605.0602(5)(b), does not 

apply to every instance where there is a transfer of interest because Fla. Stat. § 605.0602(5)(b) is 

premised on the condition that “[t]he person is expelled as a member by the unanimous consent of 

the other members if any of the following occur ... .” Id. Fla. Stat.§ 605.0602 (1) and Fla. Stat.§ 

605.0602 (5)(b) state separate causals, one cannot combine both statutes and allege that a company 

was on notice of a person’s express will to withdraw as a member as a result of a transfer of interest. 

The reason for this is that if every transfer of a member’s interest can be regarded as a “notice of 

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the person’s express will to withdraw as a member” under Fla. Stat. § 605.0602(1), then Fla. Stat. 

§§ 605.0502(1)(b) ,605.0602(5)(b) would be meaningless, which cannot be the case. United States 

v. Canals-Jimenez, 943 F.2d 1284, 1287 (11th Cir. 1991) (“A basic premise of statutory 

construction is that a statute is to be interpreted so that no words shall be discarded as being 

meaningless, redundant, or mere surplusage.”)

Linco’s allegation that it is a dissociated member of Star Capital fails because it is 

undisputed that Linco did not “withdraw” as a member of Star Capital. Instead, Linco sold Linco’s

membership interest through a transfer of interest to Star Equities. DSMF ¶ 44. Linco attempts 

to shoehorn its way into being dissociated member by pleading that “Star Capital had notice of 

Linco’s express will to withdraw as a member, as set forth in paragraphs 81-84.” ECF No. 59 ¶ 

120. But paragraphs 81-84 of the Amended Complaint in fact state that the Class B Common 

Share Purchase Agreement was a “sale of [its] interest in Star Capital.” Id. ¶ 84. Linco admitted, 

during its deposition, that it sold its membership interest in Star Capital in September 2019 

pursuant to the Class B Common Share Purchase Agreement. DSMF ¶ 46. There is no mention 

in the Class B Common Share Purchase Agreement of any notice or intent to withdraw. See DSMF

Exh. 7. And there was no other mention of notice of intent to withdraw. DSMF ¶ 47. Thus, 

there was no action to “withdraw,” and instead the executed Class B Common Share Purchase 

Agreement, is nothing more than a sale of non-voting membership interest between two members, 

and it neither expresses, nor represents, Linco that it is a notice of a member’s withdrawal to Star 

Capital. See Id. As a matter of law, such a sale and transfer of interest does not qualify as an event 

causing dissociation. Fla. Stat. §§ 605.0502(1)(b), 605.0602. Accordingly, summary judgment is 

proper as to Linco’s claim in Count IV because Linco is not a dissociated member of Star Capital.

CONCLUSION

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WHEREFORE, Defendants respectfully request this Court enter an order: (1) granting 

Defendants’ Motion; (2) entering summary judgment in Defendants’ favor and against Linco as to 

Linco’s Counts I, III, and V; (3) entering summary judgment in Defendants’ favor and against 

Linco as to part of Linco’s claims in Counts I, III, and V, and Defendants’ defenses thereto (4)

entering summary judgment in Defendants’ favor and against Linco as to Linco’s claim in Count 

IV; and (5) granting such other and further relief as this Court deems just and proper.

Dated: August 16, 2021 Respectfully submitted,

STARK WEBER PLLC

Attorneys for Defendants

1221 Brickell Avenue

Suite 900

Miami, FL 33131

Tel: (305) 377-8788

steve@starkweber.com

By: s/Steven D. Weber

Steven D. Weber

Fla. Bar. No.: 47543

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this August 16, 2021, I served the foregoing document by 

the Court’s CM/ECF portal on the following:

Sergiu Gherman, Bar No. 37031

sgherman@ghermanlaw.com

Gherman Legal Pllc

25 SE 2nd Ave. Ste. 808

Miami FL 33131-1603

Attorneys for Linco

BENNETT & AIELLO

3471 Main Highway, Suite 206

Coconut Grove, Florida 33133-5929

Phone: (305) 358-9011

paiello@bennettaiello.com

Attorneys for Linco

Respectfully submitted,

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s/Steven D. Weber

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