DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

SHAY LUGASSY, individually and as 50% shareholder

of Legaci, Inc.,

Petitioner,

v.

YUVAL LUGASSY, individually and as 50% shareholder

of Legaci, Inc.,

Respondent.

Nos. 4D20-216 and 4D20-546

[June 17, 2020]

Consolidated petitions for writ of certiorari to the Seventeenth Judicial 

Circuit, Broward County; Jeffrey R. Levenson, Judge; L.T. Case No. CACE19-007017.

Jennifer S. Carroll of Law Offices of Jennifer S. Carroll, P.A., Jupiter, 

for petitioner.

Heidi J. Bassett of Hellmuth & Johnson, Edina, Minnesota, for 

respondent.

PER CURIAM.

Two brothers are each 50 percent owners of a corporation’s stock. They 

disagree about the corporation’s operation. One brother wanted the 

corporation to secure a loan; the other brother did not. On the motion of 

the pro-financing brother, the circuit court ordered the other brother to 

sign documents related to financing a loan to the corporation. One of these 

documents was the dissenting brother’s personal guaranty of the loan. 

The trial court’s orders appear to require the dissenting brother to sign 

lending contracts in the future. We quash the circuit court’s order since 

it violates the dissenting brother’s right to freedom of contract.

The orders occurred in the context of a complaint for the corporation’s 

dissolution due to a deadlock filed by the pro-financing brother. The 

complaint requested that a receiver or a provisional director be appointed 

to carry on the corporation’s business during the litigation.
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In this commercial case, forcing the dissenting brother to enter into 

contracts for the corporation’s benefit is a departure from the essential 

requirements of law. “Contracts are voluntary undertakings, and 

contracting parties are free to bargain for—and specify—the terms and 

conditions of their agreement. That freedom is indeed a constitutionally 

protected right.” Okeechobee Resorts, L.L.C. v. E Z Cash Pawn, Inc., 145 

So. 3d 989, 993 (Fla. 4th DCA 2014).

“The right to contract is one of the most sacrosanct rights guaranteed 

by our fundamental law.” Miles v. City of Edgewater Police Dep’t/Preferred 

Governmental Claims Sols., 190 So. 3d 171, 182 (Fla. 1st DCA 2016) 

(quoting Lawnwood Med. Ctr. v. Seeger, 959 So. 2d 1222, 1224 (Fla. 1st 

DCA 2007)). “The right to make contracts . . . is both a liberty and property 

right and is within the protection of the guaranties against the taking of 

liberty or property without due process of law.” Id. (quoting State ex rel. 

Fulton v. Ives, 167 So. 394, 398–99 (1936)).

While the above cases dealt with courts interfering with a contract or 

inhibiting entry into a contract, we have held that the “freedom of contract 

entails the freedom not to contract, except in the case of innkeepers, 

common carriers, and certain other ‘public service companies,’ and except 

as restricted by antitrust, antidiscrimination and other statutes.” Yachting 

Promotions, Inc. v. Broward Yachts, Inc., 792 So. 2d 660, 663–64 (Fla. 4th 

DCA 2001) (quoting Blue Cross & Blue Shield Mut. of Ohio v. Blue Cross & 

Blue Shield Ass’n, 110 F.3d 318, 333 (6th Cir. 1997)).

Here, the order imposed personal obligations upon the dissenting 

brother to which he objected. He has suffered irreparable harm because 

the error cannot be corrected on appeal. This is not a situation where the 

financial harm may be remedied “by a financial award or otherwise after a 

final judgment is entered.” Landmark at Crescent Ridge LP v. Everest Fin., 

Inc., 219 So. 3d 218, 220 (Fla. 1st DCA 2017). The circuit court has no 

jurisdiction over the third-party lender on these contracts, so it would not

be able to provide the dissenting brother with a remedy down the road. In 

addition, the dissenting brother has demonstrated irreparable harm in the 

loss of freedom to contract. Not only was he forced to sign contracts and 

personally guarantee the loans, but the orders amount to an ongoing 

deprivation of freedom of contract because they require the dissenting 

brother to cooperate by signing other documents in the future necessary 

to secure funding.

We grant the petitions for writ of certiorari and quash the circuit court 

orders on review.
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GROSS, MAY and KUNTZ, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.