UNITED STATES DISTRICT COURT

FOR THE SOUTHERN DISTRICT OF FLORIDA 

CATERPILLAR CRÉDITO, S.A. DE 

S.V., SOCIEDAD FINANCERA DE 

OBJECTO MULTIPLE, E.R.,

Plaintiff,

v.

VENEQUIP MACHINERY SALES 

CORPORATION,

Defendant.

CASE NO.:

COMPLAINT FOR BREACH OF CONTRACT

Plaintiff, Caterpillar Crédito, S.A. de S.V., Sociedad Financera de Objecto Multiple, E.R. 

(“Cat Crédito” or the “Plaintiff”) hereby files this Complaint against Defendant, Venequip 

Machinery Sales Corporation, (“VMSC Miami” or the “Defendant”, and together with the 

Plaintiff, the “Parties”) and states the following in support:

PRELIMINARY STATEMENT

Plaintiff, Cat Crédito is part of the Caterpillar group, the world’s largest manufacturer of 

industrial equipment and engines. Cat Crédito extends credit to various select Caterpillar 

customers and dealers to, among other things, finance the purchase of Caterpillar equipment. As 

set forth herein, Cat Crédito extended loans to its borrower, VMSC Curacao, N.V. (the 

“Borrower”), the unconditional repayment of which was guaranteed by several related Borrower 

entities, including the Defendant, VMSC Miami. The Borrower has defaulted on its repayment 

and other obligations, and Cat Crédito seeks to enforce all rights and remedies available to it as 

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 1 of 11
2

against VMSC Miami for breach of its guarantee obligations. Cat Crédito seeks damages resulting 

from this breach in excess of $120 million.

PARTIES AND RELATED PARTIES

1. The Plaintiff, Cat Crédito, is a company organized in accordance with the laws of 

(Mexico), with its registered office located in Monterrey, Nuevo Leon Mexico, registered in the 

Commercial Register of the Federal District.

2. Cat Crédito is a subsidiary of Caterpillar Financial Services Corp. (“CFSC”). 

CFSC is a Delaware corporation, with principal offices located at 2120 West End Avenue, P.O. 

Box 34001, Nashville, Tennessee, 37203-0001.

3. CFSC is a subsidiary of Caterpillar Inc. (“Caterpillar”) incorporated in Delaware, 

with its principal place of business located at 510 Lake Cook Rd., Suite 100, Deerfield, IL 60015.

4. Defendant, Venequip Machine Sales Corp. (“VMSC Miami”), is a company 

organized and existing under the laws of the State of Florida, with its principal offices located at 

790 NW 107th Ave., Ste 105, Miami, Florida, 33172. VSMC Miami is the principal trading entity 

for related entities known as the Venequip Group.

5. Upon information and belief, non-party Carlos Bellosta Pallures (“Bellosta”) is the 

controlling shareholder of VMSC Miami by virtue of his interest in certain related entities and/or 

trusts of which he is the settlor and a beneficiary. 

6. Non-party Corporate Guarantor Venequip S.A., is a company organized in 

accordance with the laws of the Bolivarian Republic of Venezuela, with its place of business 

located at Zona Industrial Sur, Avienda Luis Ernesto Branger, Edificio Venequip, Edu Carabobo 

Venezuela.

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 2 of 11
3

7. Non-party Corporate Guarantor Solidus Investments Corporation (formerly 

Venequip, S.A. Ltd.), is a company organized in accordance with the laws of Barbados with its 

place of business located at Chancery House, High Street, Bridgetown Barbados.

8. Non-party VMSC Curacao is a public limited company, established in Curacao 

registered in the Commercial Register of the Chamber of Commerce, No. 95205.

JURISDICTION AND VENUE

9. The Plaintiff is a citizen of a foreign state and the Defendant is a corporate citizen 

of the State of Florida. 

10. The amount in controversy exclusive of interest and costs exceeds the sum of 

$75,000. Therefore this Court has subject matter jurisdiction pursuant to 18 U.S.C. § 1332.

11. Venue is confirmed by the terms of the Corporate Guarantee (described below). 

Specifically, the Corporate Guarantee provides that each party, including the Defendant,

irrevocably and unconditionally submits to the jurisdiction of the competent courts of their

domicile, in the Defendant’s case, the State of Florida (Clause 11(b)). 

12. The Corporate Guarantee is governed by the laws of Mexico.

FACTUAL BACKGROUND

1. THE ORIGINAL LOAN AGREEMENT

13. Cat Crédito provided significant financing to select dealers in order to allow them 

to purchase inventory, upgrade facilities and otherwise expand their ability to serve owners and 

purchasers of Caterpillar’s products. In or around May, 2007, the Plaintiff and Borrower entered 

into such a financing (loan) agreement whereby Cat Crédito provided a loan to the Borrower in 

the principal amount of $4,869,229.53 (see, the “Original Loan Agreement,” attached hereto as 

Exhibit A).

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 3 of 11
4

14. To secure payment of each and every present and future obligation arising from the 

Original Loan Agreement, the Parties entered into a written corporate guarantee agreement dated 

as of May, 2007 (the “Corporate Guarantee,” attached hereto as Composite Exhibit B).1

 The 

parties to the Corporate Guarantee, including VMSC Miami, guaranteed the repayment of all 

amounts advanced under the Original Loan Agreement, as amended. Specifically, the Corporate 

Guarantee provides in Clause 3: 

THREE. Survival of Guarantee; Modification of Secured Obligation. To 

the extent allowed under applicable law, this Guarantee shall remain in 

force regardless of whether Caterpillar engages in any of the following 

activities:

(a) takes or maintains any guarantee for full or partial performance of 

the Secured Obligations, or exchanges, replaces, increases, 

decreases, waives, or releases any of said guarantees;

(b) renews, expands, or changes the terms and conditions of the Secured 

Obligations or does not demand performance of the Secured 

Obligations;

(c) exercises its rights and remedies under this Guarantee and any other 

guarantee, and enforces all or part of the Secured Obligations in any 

order, and Caterpillar shall be entitled to require performance from 

Guarantors, regardless of any action taken by Caterpillar to enforce 

any of its rights or remedies against Guarantors, of all or part of the 

Secured Obligations or of any payment received under this 

Guarantee or any other guarantee.

2. AMENDMENTS TO THE ORIGINAL LOAN AGREEMENT

15. Between 2007 and 2015 the Original Loan Agreement was extended and amended 

several times, including to increase the principal amount of the loan and credit available to 

Borrower. Specifically:

 1 The Corporate Guarantee was also made by Venequip S.A., and Solidus. Cat Crédito has initiated litigation against 

these two Corporate Guarantors as well as the Borrower in the court of First Instance of Curacao for their breaches of 

the Corporate Guarantee and related loan documents. 

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 4 of 11
5

(a) on June 7, 2012 the principal amount available was increased to a maximum credit 

limit of $55 million (attached hereto as Exhibit C).

(b) on June 19, 2012 the principal amount available was further increased to a maximum 

credit limit of $68 million (attached hereto as Exhibit D); and

(c) on November 27, 2013, the principal amount available was further increased, and 

the Borrower issued a companion promissory note in favor of the Plaintiff in the 

principal amount of $99,037,153.47 (the “VMSC Promissory Note,” attached hereto 

as Exhibit E). 

3. THE 2015 LOAN AGREEMENT

16. On October 13, 2015, Cat Crédito and Borrower entered into a further extension

(the “2015 Loan Agreement,” attached hereto as Composite Exhibit F.). The Parties 

acknowledged therein that Borrower then owed Plaintiff $55,218,820 under all pre-existing loan 

agreements. The purpose of the 2015 Loan Agreement was to increase the line of credit available 

to Borrower to up to $110 million, which would include the approximately $55 million of loans 

then outstanding. The 2015 Loan Agreement represented yet another extension of the Original 

Loan Agreement. 

17. The 2015 Loan Agreement further provides:

(i) Loan: The 2015 Loan Agreement has a maximum available credit limit of 

$110 million (Clause 1), to be drawn down in one amount upon the date of 

signing, documented by means of a promissory note in favor of the Plaintiff 

(the “VMSC Promissory Note”) (Clause 2).

(ii) Accelerated repayment: [Plaintiff] may accelerate repayment of the 2015 

Loan Agreement following an event of default, which includes, but is not 

limited to, the failure of Borrower to make any repayment of principal, 

interest, fees or charges (Clause 10). This is separate from and in addition 

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 5 of 11
6

to any further right to claim repayment where a default has not been cured 

within 10 days of notice of default (Clause 5).

(iii) Restrictions and information rights: Borrower was required to perform 

certain obligations in favor of Plaintiff, and Plaintiff was granted certain 

information rights, which continue until the loan is repaid among which, 

without limitation (Clause 9):

a) Borrower will provide Plaintiff with quarterly accounts within 45 

days of the end of each quarter (Clause 9(a)) and audited financial 

statements within 120 days of the end of each financial year 

(Clause 9(b));

b) Borrower will provide Plaintiff with “non-confidential information 

about its business and financial position when reasonably requested 

by Caterpillar” (Clause 9(c));

c) Borrower may not merge or be consolidated with another entity, nor 

acquire property or assets, in whole or in part, from another entity 

(Clause 9(h));

d) Borrower shall not participate in transactions with subsidiaries, 

affiliated companies or shareholders, except for transactions in the 

ordinary course of business (Clause 9(j));

e) Borrower will not pay dividends or make any other cash 

distributions to its shareholders without the prior written approval 

of Cat Crédito, until the outstanding balance of the loan is less than 

US$50 million (Clause 9(m); and 

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 6 of 11
7

f) Borrower will not establish or acquire any subsidiaries or branches

or transfer its material assets to any subsidiary or branch 

(Clause 9(o)).

18. The VMSC Promissory Note, appended to the 2015 Loan Agreement, provides in 

relevant part:

(i) Repayment: The 2015 Loan Agreement was to be repaid according to a 

schedule of payment dates and interest payment dates, according to which 

the loan was to be fully repaid by October 2020 (Clauses 4 and 5).

(ii) Interest: The unpaid principal amount shall bear interest at a fixed annual 

rate of 8.4%, payable monthly. Default interest was to be calculated at a 

rate of 17.4% (Clause 4).

(iii) Due and payable: If a principal sum or interest is not paid immediately, 

the total amount of outstanding principal and interest shall become 

immediately due and payable, without the need for any action or legal 

proceedings (Clause 5).

(iv) No set-off: All payments must be made without consideration for any rights 

of set-off or counterclaim (Clause 6).

(v) Waiver of right: Borrower waives any claim, opposition, and any other 

notification with regard to the 2015 Loan Agreement (Clause 19).

4. THE CORPORATE GUARANTEE

19. The purpose of the Corporate Guarantee was to: “secure payment of each and every 

present and future obligation arising from the (Original) Loan Agreement.” The Corporate 

Guarantee expressly remains in force if “(Plaintiff) renews, expands or changes the terms or the 

secured obligations.” (Clause 3)

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 7 of 11
8

20. The Defendant Corporate Guarantors and others represented, among other things:

(a) This Guarantee constitutes a legal, valid, and enforceable obligation against each 

Guarantor...and the submission of documents or recording of this Guarantee are not 

necessary for its enforceability (Representation c)); 

(b) “under the terms hereof, their intention is to secure, without limitation, jointly and 

severally, and irrevocably, the full and timely payment of all of Borrower’s present 

or future obligations under the Loan Agreement and the promissory notes or 

instruments documenting the loan provisions, whether such payment is for principal, 

interest, fees, expenses, or of any other nature, including but not limited to any 

obligations arising from current or future provisions under the Loan Agreement 

(hereinafter the “Secured Obligations”) (Representation (g));

(c) “Guarantors, by executing this Guarantee, in their capacity as Guarantors, jointly 

and severally, unconditionally, and irrevocably secure in favor of Caterpillar the full 

and timely performance of any and all Secured Obligations, when they become due 

and payable (whether upon their due date or as a result of acceleration) to the extent 

allowed under applicable law. Guarantor’s obligations under this Guarantee are 

unconditional and irrevocable and for the full amount of the Secured Obligations, 

as if each Guarantor were, as an individual, the primary obligor and not a guarantor 

(Clause 1);

(d) Guarantors shall immediately perform all Secured Obligations arising from or in 

relation to Borrower’s default due to any reason, as well as any and all costs and 

expenses, including but not limited to attorneys’ fees and expenses incurred by 

Caterpillar when enforcing or attempting to enforce this Guarantee.” (Clause 1);

(e) Payment: All payments made pursuant to the Corporate Guarantee shall be paid by 

the Corporate Guarantors without any deductions for compensation or 

counterclaims and free from any taxes or other levies (Clause 2);

(f) The Corporate Guarantee will remain in force regardless of whether Plaintiff 

renews, expands or changes the terms and conditions of the Secured Obligations or 

does not demand performance of the Secured Obligations (Clause 3);

(g) The Corporate Guarantors expressly waive any notice of acceptance of the 

Corporate Guarantee by Plaintiff, any notice of the existence, creation, or nonpayment of all or part of Borrower’s obligations, any filing, claim, proceeding, 

opposition or notice of default, of non-payment, or of any other breach with respect 

to Borrower’s obligations, and waives any other defense to payment (other than 

payment itself) (Clause 4). A failure by Plaintiff to call on the Corporate Guarantee 

does not amount to a waiver (Clause 8).

21. By virtue of the Corporate Guarantee, VMSC Miami is legally obligated to repay 

the Plaintiff the entire sum outstanding under the 2015 Loan Agreement, including but not limited 

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 8 of 11
9

to interest, default interest, and other fees costs and expenses incurred by Cat Crédito in seeking 

repayment thereunder, which as of the date of suit exceeds $120 million.

5. NOTICES OF DEFAULT UNDER THE 2015 LOAN AGREEMENT AND THE 

CORPORATE GUARANTEE

22. On October 11, 2016, the Plaintiff and Borrower entered into an amendment to the 

2015 Loan Agreement (attached hereto as Composite Exhibit G). The primary purpose of this 

amendment was to provide the Borrower with a 12-month grace period for repayment of certain 

accruing interest payments. (Clause 3.)

23. Payments due under the 2015 Loan Agreement and the VMSC Promissory Note

due as of October and November 2017 were not timely remitted, constituting an event of default.

24. On or around December 15, 2017, Cat Crédito sent a Notice of Default to the 

Borrower (“Notice to Borrower,” attached hereto as Exhibit H) under the 2015 Loan Agreement. 

The Notice to Borrower expressly referenced the fact that the Borrower had missed three (3) 

installments (October, November and December 2017) and demanded that all outstanding

payments be made within ten (10) days. The Notice to Borrower further stated that if such payment 

was not received in full by December 26, 2017, the total unpaid balance would become due and 

payable. Cat Crédito further reserved the right to take legal action against the Borrower without 

further notice.

25. Cat Crédito notified VMSC Miami by letter dated December 28, 2017 (attached 

hereto as Exhibit I) of the Borrower’s default and demanded payment of all amounts due under 

the 2015 Loan Agreement and Corporate Guarantee.

26. To date, Cat Crédito has received no payments from the Borrower, or any of the 

Corporate Guarantors, including Defendant VMSC Miami.

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 9 of 11
10

6. OTHER BREACHES OF THE 2015 LOAN AGREEMENT

27. In addition to the aforementioned payment default, the Borrower also defaulted 

under the 2015 Loan Agreement by its failure to provide certain required fiscal information.

28. The Borrower has failed to provide Plaintiff with copies of its quarterly financial 

statements and annual audited financial statements since at least 2018. (See 2015 Loan Agreement, 

Sections 9(a) and 9(b).)

29. Further, the Borrower has participated in transactions with and/or transferred

substantial assets to shareholders and/or affiliates. (See 2015 Loan Agreement, Sections 9(j) and 

9(o).) In particular:

(i) At the time that the 2015 Loan Agreement was executed in October 2015, 

the Plaintiff understood that the Borrower was the sole shareholder in 

Solidus and that these shares constituted a material asset of the Borrower;

(ii) However, since at least January 2021, a 33% stake in Solidus has been 

owned by Capellier Limited, which is an entity owned by and/or affiliated 

with Bellosta; and

(iii) The Borrower therefore transferred an asset to a shareholder (through its 

related party) and/or affiliate of VMSC Curacao, in violation of the 

covenants set forth in the 2015 Loan Agreement.

CLAIMS

COUNT I (BREACH OF CONTRACT)

30. Cat Crédito repeats and realleges each and every allegation contained in paragraphs 

1-29 above as if fully set forth herein.

31. The Parties entered into a written enforceable contract – the Corporate Guarantee.

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 10 of 11
11

32. VMSC Miami has materially breached its contractual obligations by failing to make

the required payments of principal, interest, default interest and other fees and charges due and 

owing to Plaintiff under the 2015 Loan Agreement, the VMSC Promissory Note and the Corporate 

Guarantee, among other defaults set forth herein.

33. There is no legal excuse or justification for the Defendant’s non-performance.

34. As a direct result of the Defendant’s breach, Plaintiff has suffered, and will continue 

to suffer significant monetary damages, including without limitation, principal, interest, default 

interest, late charges, acceleration premiums, attorney’s fees, costs, and other reasonable expenses 

which totals in excess of $120 million.

WHEREFORE the Plaintiff, Cat Crédito, S.A., respectfully demands judgment against 

the Defendant VMSC Miami for breach of the Corporate Guarantee and for damages to be 

determined at trial in excess of $120 million, as well as attorney’s fees, costs and expenses in 

enforcing its rights under the Corporate Guarantee and related loan documents, as well as any such 

further relief deemed just and proper.

Respectfully submitted, 

Buchanan Ingersoll & Rooney PC

One Biscayne Tower

Two South Biscayne Blvd, Suite 1500

Miami, FL 33131-1822

Peter Russ (peter.russ@bipc.com)

Florida Bar No. 486329

Mark Kornfeld (mark.kornfeld@bipc.com)

Florida Bar No. 1019233

Lauren Humphries (lauren.humphries@bipc.com)

Florida Bar No. 117517

Kyle Roberts (kyle.roberts@bipc.com)

Florida Bar No. 118401

By /s/ Kyle S. Roberts

Kyle Roberts, Esq.

Florida Bar No. 118401

Case 1:22-cv-23009-XXXX Document 1 Entered on FLSD Docket 09/20/2022 Page 11 of 11