[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT

________________________ No. 19

- 1 4 5 01 Non

- Argument Calendar

________________________ D.C. Docket No. 2:19

- cv - 00021

- RWS

WERNER WICKER, Plaintiff

- Counter Defendant, DR. STEPHAN RAMB, Administrator of Werner Wicker ’ s Georgia Estate, Plaintiff

- Counter Defendant

- Appellee ,
v ersus LOUIS BERIA, et al., Defendants

- Counter Claimants, SA KS MANAGEMENT AND ASSOCIATES, LLC, et al., Defendants , PRABHU PARAMATMA, Defendant

- Counter Claimant

- Appell ant

. USCA11 Case: 19-14501 Date Filed: 05/04/2021 Page: 1 of 62 ________________________ Appeal from the United States District Court for the Northern District of Georgi a

________________________ (May 4, 2021) Before WILLIAM PRYOR , Chief Judge, LAGOA and BRASHER , Circuit Judges.
PER CURIAM: Prabhu Paramatma appeals a preliminary injunction that barred him from interfering in the operation and management of Werner Wicker’s company , Wicker, LLC

. Because the district court fail ed to “ state the findings and conclusions that support its action ,” Fed. R. Civ. P. 52(a)(2), w e vacat e and remand.
Par a matma , a Hindu spiritual advisor, befriended Wicker, a wealthy native of Germany. Wicker came to rel y on Paramatma for advice and gave him a power of attorney to help with acquir ing real estate. Paramatma introduced Wicker to purported real estate experts , incl uding Louis Beria, who persuaded Wicker to purchase multi

- million dollar properties and t o form Wicker, LLC, to own the investment properties

. Wicker, LLC, allegedly had three operating agreements. Both the first agreement, which Wicker purport edly sign ed in 2014, and the second agreement, which he purport edly sign ed in 2017, gav e Paramatma half of the membership

USCA11 Case: 19-14501 Date Filed: 05/04/2021 Page: 2 of 63 interest of the company
. T he latter agreement allow ed a member “without the prior written consent of all other members” to “amend the articles of organization of the
company or this agreement” and to “sell, lease, exchange, mortgage, banking, or otherwise transfer or dispose of all or substantially all of the propert y or assets of the company

. ” In 2018, after Wicker reviewed the operating agreements and some

r eal estate t ransactions by Paramatma for Wicker, LLC , includ ing a dubious sale of a lucrative apartment complex to Beria , Wicker notified Paramatma that he had no membership interest in and , in the alternative, that he was being exp e l led from the
company. In 2019, Wicker executed a third operating agreement that stated h e was the sole member of Wicker, LLC ; he had “exclusive and complete authority an d discretion to manage the operations and affairs of . . . and to make all decisions regarding the business of the Company” ; and he had “all rights and powers as a manager . . . of the Company.” Wicker sued Paramatma , Beria , and two Beria

- owned companies for fraud, negligent misrepresentation, breach of and abetting the breach of fiduciary duties, conspiracy, racketeering, and unjust enrichment

. A receiver appointed at Wicker’s request discovered that significant amounts of cash had disappeared from Wicker,
LLC. W icker then filed motion s to form a constructive trust for rental income from the apartment complex , to terminate the receivership, and to enjoin Paramatma from interfering in the operation and management of Wicker, LLC.

USCA11 Case: 19-14501 Date Filed: 05/04/2021 Page: 3 of 64 In an omnibus order, t he district court denied Wicker’s request for a constructive trust , terminated the receivership, and granted hi m an injunction against Paramatma . The district court foun d that all four preliminary injunction factors weighed against forming a constructive trust , including that Wicker h ad “not shown a substantial likelihood of success on the merits of his claim

. ” But t he district court determined “that a n injunction was appropriate” to exclude Paramatma from the daily operation s of Wicker, LLC . The district court found that the “2019 Operating Agreement is a legally enforceable Operating Agreement, if the Court is willing to overlook [its] ‘sole member’ provision ” based on a finding “that Paramatma remains a member of the LLC, at least until the formal expulsion procedures of the 2017 Operating Agreement occur.” The district court also chose

“ to protect Paramatma ’s interests” by enjoin ing Wicker “from selling any of the LLC’s property without prior approval of the Court.” The order lacks findings of fact and conclusions of law required to support the decision to enjoin Paramatma from interfering in the operation and management of Wicker, LLC. Federal Rule of Civil Procedure 52 requires that a district court “[i] n granting or refusing an interlocutory injunction

. . . state the
f

indings and conclusions that support its action .” Fed. R. Civ. P. 52(a)(2). “ The purpose of Rule 52(a), pertinent to injunctions, is to provide the appellate court

USCA11 Case: 19-14501 Date Filed: 05/04/2021 Page: 4 of 65 with a clear understanding of the decision

. ” Wynn Oil Co. v. Purolator Chem. Corp. , 536 F.2d 84, 85 (5th Cir. 1976)

. The district court made no findings of fact or conclusions of law to support its decision to exclude Paramatma from the daily operations of Wicker, LLC . “ For preliminary injunctive relief to be warranted, the district court mu st find that the movant has satisfied four prerequisites: (1) a substantial likelihood of success on the merits; (2) irreparable injury will be suffered unless the injunction issues; (3) the threatened injury to the movant is greater than any damage the pr oposed injunction may cause the opposing party; and (4) the injunction, if issued, will not disserve the public interest. ” Carillon Importers, Ltd. v. Frank Pesce Int ’ l Grp. Ltd. , 112 F.3d 1125, 1126 (11th Cir. 1997)

. The district court discuss ed none of
t h os e factors. After denying W icker a constructive trust in part because he was unlikely to succeed “on the merits of his claim,” the district court nevertheless enjoin ed Paramatma from interfering with the operation of the company. T he district court
f

oun d that “the 2019 Operating Agreement is . . . legally enforceable,” but it identifie d no facts t o support that finding. And t he district court ma d e even this finding contingent ; t hat is, it stated that the 2019 operating agreement is enforceable only “i f [it] is willing to overlook the ‘sole member’ provision.” These equivocal findings fail to allow meaningful appellate review. See McCord,

USCA11 Case: 19-14501 Date Filed: 05/04/2021 Page: 5 of 66 Condron & McDonald Inc. v. Carpenters Loc. Union No. 1822 , 464 F.2d 1036,
1036

– 37 (5th Cir. 1972)

. So we vacate the part of the order that enjoins Paramatma from interfering in the operations and management of Wicker, LLC, and we remand for further proceedings

. VACATED AND REMANDED. USCA11 Case: 19-14501 Date Filed: 05/04/2021 Page: 6 of 6