[DO NOT PUBLISH] IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT

________________________ No. 11

- 15670

________________________ D.C. Docket No. 9:08

- cv - 81244

- KAM

UNITED STATES OF AMERICA, Plaintiff

- App ellee,

v ersus ADT SECURITY SERVICES, INC., Claimant

- Appellee, THOMAS ROSSI, BAYHILL DEVELOPMENT, LLC, Claimants

- Appellants.

________________________ Appeal from the United States District Court for the Southern District of Florida

________________________ (June 13, 2013) Case: 11-15670 Date Filed: 06/13/2013 Page: 1 of 272 Before MARTIN, H ILL and BARKSDALE, ∗ Circuit Judges.
PER CURIAM: The appeal in this civil forfeiture in rem action is from a judgment under Federal Rule of Civil Procedure 54(b) (where action presents more than one claim for relief, or when multiple parties are involved, court may direct entry of final judgment to one or more, but not all, claims or parties if court expressly determines no jus t reason for delay). Bayhill Development, LLC, and Thomas Rossi , who represents he is Bayhill’s managing member , c hallenge: the 11 October 2011 order denying attorney ’ s fees and costs associated with their moving successfully to set aside a default; and the 13 October 2011 Rule 54(b) judgment, which granted summary judgment to the Government based on Bayhill ’s lack of standing. The appeal from the fees

- and

- costs order is DISMISSED; the Rule 54(b) judgment is
AFFIRMED.
I. On 24 October 2008, the Government filed a verified complaint for civil forfeiture in rem against: all funds in the account of Property Futures, Inc.; and all interests of Robert Gannon, Property Futures, Inc., and Gannon Family Company, LLC (Gannon), in f our real

- e state properties, located at: 2801 Gateway Drive, Pompano Beach, Florida ; 32100 U.S. H ighway 19 North, Palm Harbor, Florida ;

∗ Honorable Rhesa H. Barksdale, United States Circuit Judge for the Fifth Circuit, sitting by designation. Case: 11-15670 Date Filed: 06/13/2013 Page: 2 of 273 3040 In dustry Drive, East Hempfield, Pennsylvania ; and 111 Windsor Drive, Oak Brook, Illinois

. The complaint asserted t he properties were forfeitable under 18 U.S.C. § 981(a)(1)(c) for representing “proceeds derived, directly or indirectly, from the illegal mail fraud, wire fraud, and racketeering activities of the defendants in the case of [ United States v. Artuso , No. 08

- 60014

- CR

- DMM]”. Those
defendants had been convicted “for conspiracy under the Racketeer Influenced Corrupt Organizations Act . . . , multiple mail and wire fraud counts, and money launderin g conspiracy”; their convictions were affirmed on appeal after this forfeiture action was filed

. United States v. Artuso , Nos. 08

- 17263 & 09

- 16093, at *2 (11th Cir. 20 June 2012). In short, those defendants, with the help of an officer of ADT Security Services, Inc. (ADT) , defrauded ADT by causing it to sell the above

- described properties at lower

- than

- market prices to four different manager

- managed LLCs; the LLCs then leased those properties back to ADT at higher

- than

- market rental
rates. The following three sales are rel evant to this action: the Pompano Beach property was sold to Efficient Realty & Development, L.L.C

. , a Florida limited liability company (Efficient Realty FL); the Palm Harbor property wa s sold to Westmore Properties, L LC , a Florida limited liability comp any (Westmore); and the Pennsylvania property was sold to Efficient Realty & Development, LLC , a Pennsylvania limited liability company (Efficient Realty PA). The above

Case: 11-15670 Date Filed: 06/13/2013 Page: 3 of 274 referenced account of Property Futures, Inc., contains proceeds from rents paid by ADT to the LLCs. As noted, this action was filed in 2008 to forfeit the properties and rental proceeds generated by them

. As a result of the criminal proceeding, the interests of the convicted defendants in the LLCs , properties, and bank account were forfeited to the Government in 2009

. Gannon and others filed claims to the properties and proceeds; ADT filed its verified claim on 2 June 2009. On 19 June 2009, the Government moved successfully for entry of default against Bayhill and Rossi ( as noted, Rossi represents he is Bayhill’s managing member) for failing to file required claims in this proceeding as possible claimants to the properties. The Government submitted an affidavit stating that Bayhill had a ten percent interest in three of the four properties for which forfeiture was sought (the two Florida propertie s and the Pennsylvania property )

. On 28 June 2009, the Government moved to amend its verified complaint to describe more precisely the proper ties to be forfeited. Specifically, more than just the interests of Ga nnon were to be forfeited; the motion acknowledged more parties may have an interest in the properties. Accordingly, the amended complaint listed only the four properties, and also included “all lease payment monies being held in escrow by the United States Marshals Service” for those properties. (The Government moved to amend a second time, but only to cla rify it

Case: 11-15670 Date Filed: 06/13/2013 Page: 4 of 275 was not seeking to forfeit the interests of two named “innocent mortgageh olders”; the motion was granted. T his second amended complaint, filed 27 July 2009, is the operative complaint.) Bayhill and Rossi moved on 11 July 2009 to set aside the def ault, asserting the original complaint only re quested forfeiture of Gannon’s interests. They also sought attorney’s fees and costs associated with the ir motion. The Government did not oppose vacating the default. Pursuant to 28 U.S.C. § 636(c) (upon consent of parties, full

- time magistrate judge may conduct proceedings in civil matter and enter judgment w hen designated to exercise jurisdiction by district court) and Federal Rule of Civil Procedure 73 (same , pursuant to authorization under § 636 (c)) , the magistrate judge, by a 1 September 2009 order , granted Bayhill ’s and Rossi’s motion, requiring the Government to pay their attorney’s fees and costs incurred by moving to set aside the default. The order did not, however, state the amount to be paid. The Government moved unsuccessfully for reconsideration.
U pon Bayhill’s notice of non

- consent to magistrate

- judge jurisdiction , however, this proceeding was returned to the district judge; it was then referred by that judge to the magistrate judge “for appropriate disposition or report and
recommendat ion of all pre

- trial matters”. Thereafter, o n 1 March 2010, Bayhill and Rossi moved for a specified amount of fees and costs. Because of the above

Case: 11-15670 Date Filed: 06/13/2013 Page: 5 of 276 described jurisdictional shuffling, the magistrate judge ’s report and recommendation (R&R) was not issued until 6 Ma y 2010; it recommended Bayhill
and Rossi receive $35,647.50 in fees and $109.76 in costs. On 7 June 2010, the Government moved the district court to revisit the magistrate judge’s 1 September 2009 order awarding Bayhill and Rossi attorney’s fees and costs and the subsequent order denying the Government’s motion to reconside r . Simultaneously, the Government filed its objections to the 6 May 2010
R&R recommending the amounts Bayhill and Rossi should receive

. Earlier, o n 7 September 2009, Bayhill, “by and through its Managing Member, Thomas Rossi”, filed a verified claim , asserting a ten percent interest in the two Florida properties and the Pennsylva nia property, and a ten percent interest in the escrowed lease payments. A footnote to the claim stated: Bayhill Development, LLC, has at times been referred to interchangeably as Bayhill Development, Inc., as a function of typographical errors. This cl aim is made on behalf of both entities and the term ‘Bayhill’ is intended here to refer to both entities. As the g overnment is aware, Bayhill owns its ten percent interest in each of the properties, through its membership in [Westmore ], [Efficient Realty FL], and [Efficient Realty PA] and so Mr. Rossi makes this claim on behalf of Bayhill and those other entities in which Bayhill is a member to ten percent (10%) of the value of the underlying defendant properties identified herein and to ten percent (10%) of all monies held in escrow with respect to such properties as identified herein. Case: 11-15670 Date Filed: 06/13/2013 Page: 6 of 277 The claim was verified and signed by Rossi “on behalf of Bayhill Development,
LLC [,] and all other releva nt entities herein identified”. On 6 April 201 0, pursuant to Rule G(8)(c)(i)(B) of the Federal Rules of Civil Procedure “ Supplemental Rules for Admiralty or Maritime Claims and Asset Forfeiture Actions ” and Federal Rule of Civil Procedure 56, the Government moved to strike the claims of Bayhill and Ga nnon for lack of standing and/or for partial summary judgment ; the Government requested an evidentiary hearing on that motion . At a 17 May 2010 motion hearing before the magistrate judge , the Government presented documentary evidence without objection; on the other hand, Bayhill presented no evide nce to show standing, relying only on argument and earlier pleadings. On 11 June 2010, Bayhill and Gannon moved for leave to file an amended verified claim , seeking to clarify: the c laims made; by whom the y were made; and the authority of the parties to file the m in their respective capacities. T he
Government and ADT opposed the motion

. T he magistrate judge ’s 23 July 2010 R&R recommended : grant ing in part the Government’s motion for partial summary judgment ; and denying as moot the portion of the motion to strike Bayhill ’s and Gannon’s claims. On 3 a nd 23 August 2010, the magistrate judge issued an om nibus or der and am ended om nibus

or der on outstanding motions, which included, inter alia , striking B ayhill ’s and

Case: 11-15670 Date Filed: 06/13/2013 Page: 7 of 278 Gannon’s motion for leave to file an amended verified claim “as moot without prejudice with leave to refile”, with instruction that should the R&R on summary judgment be a dopted by the district court as to Bayhill, the motion for leave to file an amended verified claim “ must be denied as moot or otherwise denied as futile as Bayhill will be deemed without standing to file such motion”

. On 30 August 2010, Gannon entered into a stipulation and settlement agreement, appro ved by the court on 20 September 2010, through which Gannon, inter alia , withdrew , with prejudice, all claims relating to the forfeiture acti on . Accordingly, because Gannon’s 9.9 percent interest is no longer at issue, and
because 80.1 percent of the interest in the three LLCs was forfeited to the Government as a result of the criminal proceeding, this forfeiture proceeding concerns only Bayhill’s claimed ten percent interest in the three LLCs. On 7 October 2010, t he district judge heard oral argument on objections to the R&R on summary judgment. A n order adopting that R&R was issued a year later, on 3 October 2011. United States v. All Funds in the Account of Prop. Futures, Inc. , 820 F. Supp. 2d 1305 (S.D. Fla. 2 011). On 11 October 2011, the district judge entered an order addressing : Bayhill’s and Rossi’s 1 March 2010 motion for an order awarding a spe cified
amount of fees and costs , which the magistrate judge recommended granting in the 6 May 2010 R&R ; and the Government’s 7 June 2010 mot ion to revisit the

Case: 11-15670 Date Filed: 06/13/2013 Page: 8 of 279 magistrate judge’s 1 September 2009 order awarding Bayhill and Rossi attorney’s fees and costs and the subsequent order denying the Government’s motion to
reconsider , which had been deferred to the distri ct court in the magistrate judge’s omnibus order and amended omnibus order

. United States v. All Funds in the Account of Prop. Futures, Inc. , No. 08

- 81244

- CIV, 2011 WL 7020934 (S.D. Fla. 11 Oct. 2011). Ackn owledging the magistrate judge had operated under consent jurisdiction at the time of the 1 September 2009 order awarding fees and costs, the district court concluded that the amount of the award not being determined at that time rendered that order’s award of fees and costs not final , citing Hibis cus Assocs. Ltd. v. Bd. o f Trs. of Policemen & Firemen Ret. Sys. of Detroit , 50 F.3d 908, 921

- 22 (11th Cir. 1995) (where amount of fee award not ye t determined, award not final). All Funds in the Account of Prop. Futures, Inc. , 2011 WL 7020934, at *1

- 2. With both motions properly before it, the district court: granted the Government’s motion to revisit the magistrate judge’s order awarding fees and costs ; denied Bayhill’s and Rossi’s motion for an order awarding a n amount of fees and costs;
and did not a dopt the R&R which had recommended awar ding attorney ’ s fees and costs associated with Bayhill ’s and Rossi ’s moving to set aside the entry of default, rul ing they were not “prevailing parties” under the fee

- shifting provisions of the Civil Asset Forfeiture Reform Act of 2002 (CAFRA), 28 U.S.C. § 2465

. Id. at *2. No judgment has been entered , however, with respect to this order.

Case: 11-15670 Date Filed: 06/13/2013 Page: 9 of 2710 Two days later, on 13 October 2011, a Rule 54(b) j udgment was entered , dismissing Bayhill’s claim with prejudice, and dismissing Bayhill as a claimant. ( T he adopted R&R and the Rule 54(b) certification confirm the judgment entered for the Government on 13 October was a full and final resolution of all claims presented by Bayhill.) No judgment was entered , however, with respect to Rossi in his individual capaci ty. And, as noted, the fees

- and

- costs denial is not included in the Rule 54(b) judgment.
II. Bayhill and Rossi challenge the district court’s : not awarding the fees and costs associated with their moving to set aside the default; and granting summary judgmen t in favor of the Government , based on lack of standing. A. At the outset, it is necessary to decide what parties and claims are properly be f ore us. It goes without saying that jurisdiction on appeal requires a final and appealable order for review, or some other jurisdictional basis. 28 U.S.C. §§ 1291 & 1292; see also Atlantic Fed. Sav. & Loan Ass’n v. Blythe Eastman Paine Webber, Inc. , 890 F.2d 371, 376 (11th Cir. 1989) (the S upreme Court has recognized three exceptions to the final judgment rule: “the collateral order doctrine, the doctrine of practical finality, and the exception for intermediate resolution of issues fundame ntal to the merits of the case ” ). As discussed bel ow,

Case: 11-15670 Date Filed: 06/13/2013 Page: 10 of 2711 we have jurisdiction only over the Government and Bayhill , and only pertaining to the summary judgment. 1. ADT is not a par ty to the challenged summary judgment provided for in the
R ule 54 (b) judgment and, therefore, is not a party to this appeal. Neither the Government’s adopting ADT’s briefing nor ADT’s opposing Bayhill ’s and Rossi’s motion to amend their verified claim is sufficient to render ADT a party to this appeal . As provided in the Rule 54(b ) judgment dismissing Bayhill’s claim , with prejudice , ADT’s claim was severed and continued. 2. The Rule 54(b) judgment dismissed Bayhill’s claim, as well as Bayhill as a claimant/party. The judgment did not refer to Rossi, who did not file a claim in his individual capacity. Indeed, Bayhill’s verified claim states: “Mr. Rossi makes this claim on behalf of Bayhill and those other entities in which Bayhill is a member”. (Emphasis added .) T here is no final judgment against Rossi; nor does he assert , much less demonstrate, any other jurisdictional basis on which to challenge the summary judgment. Therefore, he is not a party to this appeal

. 3. Regarding Bayhill’s challenging the 1 1 O ctober 2011 order denying f ees and
costs , and a s noted above , that order is not a final judgment

. And, that order does

Case: 11-15670 Date Filed: 06/13/2013 Page: 11 of 2712 not fall within one of the above

- described exceptions to the final

- judgment rule. Therefore, we lack jurisdiction to review it

. B. Bayhill challenge s the summary judgment for the Government, which held Bayhill lack s standing to file a verified claim. A summary judgment is reviewed de novo , applying the same standard as did the district court. E.g. , Bozeman v.
Orum , 422 F.3d 1265, 1267 (11t h Cir. 2005). In so doing, the non

- movant’s version of the facts is accepted as true, and all justifiable inferences are drawn in the non

- movant’s favor. Id. Summary judgment is proper if the evidence shows “no genuine dispute as to any material fact an d the movant is entitled to judgment as a matter of law”. Fed. R. Civ. P. 56(a). The Government’s challenge to Bayhill’s standing rests in part on the Government’s asserting Bayhill Developmen t, LLC , doe s not exist as a jural entity. The Government is correct in maintaining Bayhill is not a properly formed limited liability company ( LLC)

. An LLC’s being a “relatively new, hybrid form of business entity”, C ARTER G. B ISHOP & D ANIEL S. K LEINBERGER , L IMITED L IABILITY C OMPANIES : T AX AND B U SINESS L AW ¶ 1.01 (2012), an understanding of
an LLC is critical to resolution of the Government’s claiming lack of standing

. The limited liability company (LLC) is a relatively new, hybrid form of business entity that combines the liability shield of a corporation with the federal tax classification of a partnership. A creature of state law, each LLC is Case: 11-15670 Date Filed: 06/13/2013 Page: 12 of 2713 organized under an LLC statu t e that creates the company, gives it a legal existence separate from its owners (called “members ” ), shields those members from partner

- like vicarious liability, governs the company’s operations, and controls how an d when the company comes to an end. The essence of an LLC is the co

- existence of partnership tax status with corporate

- like limited liability. Id. (footnotes omitt ed). Florida LLCs have broad powers to conduct thei r business and may be formed for any lawful purpose. F LA
. S TA T
. §§ 608.403 , .404(1)

- (17). A Florida LLC is properly formed by, inter alia , filing its name and articles of incorporation with the Florida Department of State. Id. § § 608.405 , .407

. Any “person” , whether natural or legal, may be a member of a n LLC. Id. §§ 608.405 , .402(25 ). An LLC is managed by its members , unless the articles of incorporation expressly provide s a manager will manage the LLC. Id. § 608.422. In a member

- managed LLC, each member is the LLC’ s agent; ordinarily, an act of a member for apparently carrying on , in the ordinary course , the LLC’ s business binds the LLC. Id. § 608.4235(1)(a). In a manager - managed LLC, members are not the LLC’ s agent sole ly by virtue of being a member; o rdinarily, an act of a manager for carrying on , in the ordinary course , the LLC’ s business binds the LLC. Id. § 608.4235(2)(a). “A manager must be designated, appointed, elected, removed, or replaced by a vote, approval or consent of a majority

- in

- interest of the members”. Id. § 608.422(4)(c)(1).

Case: 11-15670 Date Filed: 06/13/2013 Page: 13 of 2714 A Pennsylvania LLC may carry on any lawful business, and, unless otherwise stated in its articles of incorporation, may engage in all lawful activities for which LLCs may be organized. 15 P A
. C ONS
. S TAT
. A NN
. §§ 8921(a), 8911(a).
A n LLC is properly formed when a person, in cluding a non

- member, fil es articles of incorporation with the Pennsylvania Secretary of State. Id. § § 8912, 8914

. Pennsylvania LLCs are member

- managed, unless the articles of incorporation specify manager - management

. Id. § 8941. In a member

- m anaged LLC, members are the LLC’ s agent s for the purpose of its business; likewise, in a manager

ma naged LLC, managers are the LLC’ s agent s for the purpose of its business. Id

. § 8943(a)

- (b). Pennsylvania allows selection and qualification of managers to be prescribed in the LLC’s operating agreement. Id. § 8941(c). Unless a unanimous vote is required as provided in the operating agreement, “ the affirmative vote or consent of a majority of t he members or managers . . . entitled to vote on a matter shall be required to decide any matter to be acted upon by the members or managers”. Id. § 8942(a). Bayhill Development, Inc. , was registered in Delaware in 2001. But, in the operating agreements for Westmore, Efficient Realty FL, and Efficient Realty PA , Bayhill Development, LLC , is the entity identified as a member of those LLCs ; and, it is listed in those operating agreements as owning a ten percent interest in

Case: 11-15670 Date Filed: 06/13/2013 Page: 14 of 2715 the three prope rties owned by those three LLCs . That ownership interest is claimed as a result of Bayhill’s membership in those three LLCs.
I n 2006, Rossi reinstated Bayhill Development, Inc. , after it had become inactive , then filed articles of organization in Delaware for a new (another) LLC : Bayhill Development Group, LLC

. Rather than bring this information to the court’s attention, Bayhill’s verified claim included the abo ve - discussed footnote , which explained the difference in Bayhill’s name as a mere typographical error; Rossi then verified and signed the claim “on behalf of Bayhill Development, LLC , and all other relevant entities herein identified”.
A t the 17 May 2010 hearing , however, on the Government’s summary judgment motion, the Government sub mitted , without objection , documents supporting the non

- existence of a c ertificate of i ncorporation, c ertificate of l imited
p artnership, or a rticles of o rganization filed for the first Bayhill LLC, Bayhill Development, LLC , in New York , where Bayhill claimed it was organized

. Bayhill’s counsel admitted as much at that hearing, stating : “Bayhill Development, LLC [,] was not properly formed as an LLC”. Bayhill contends it exists, however, in the form of either a de facto LLC or

a n LLC by estoppel

. T he adopted R&R stated it did not need to consider this issue
in order to reach its recommendation that Bayhill lacked standing to file a verified claim . The R&R stated in a footnote, inter alia :

Case: 11-15670 Date Filed: 06/13/2013 Page: 15 of 2716 [B]ecause the undersigned finds that neither [Bayhill nor Gannon] has standing, as a substantive matter, to file a claim on behalf of themselves to property belonging to the LLCs, it’s unnecessary to address the Government’s argument that Bayhill, LLC, since it wasn’t properly formed, is not a proper party c laimant, or Bayhill’s counter

- argument that Bayhill [,] LLC [,] exists by virtue of estoppel or de facto . Nonetheless, the [c] ourt feels constrained to point out that while the undersigned previously accepted as true Rossi’s explanation for failing to form the proper legal entities for purposes of the Supplemental Rule [G(5)] analysis, there is substantial evidence in this record that Rossi’s attestation in his supporting statement under oath . . . in support of the claim is lacking in credibility. The Gove rnment evidence adduced at the hearing on the instant motion would in all likelihood compel this court to make such finding if one were required. All Funds in the Account of Prop. Futures, Inc. , 820 F. Supp. 2d at 1322 n.22

. Accordingly, Bayhill mentions its alternative LLC contention only in a footnote in its opening brief; after the Government thoroughly briefed this issue in its respons e brief , Bayhill, again, provided only a footnote in its reply brief , stating, inter alia : Whether or not Bayhill was properly formed as an LLC, as the record below shows without dis pute, Bayhill p a i d taxes each year . . . , and otherwise meets all criteria for a de facto LLC or an LLC by estoppel and the Government has no standing to challenge the same in any event . . . . It is not material to the appeal based on the manner in which the lower court addressed it. T his contention ’s cursory m ention in two footnotes is insufficient for our consideration of whether Bayhill is a de facto LLC or one by estoppel ;

Case: 11-15670 Date Filed: 06/13/2013 Page: 16 of 2717 accordingly, the contention is abandoned. See, e.g. , Fed. R. App. P. 28(a)(9 ); In re Globe Mfg. Corp. , 567 F.3d 1291, 1297 n.3 (11th Cir. 2009) (cursory briefing of argument deemed waived) ; Rowe v. Schreiber , 139 F.3d 1381, 1382 n.1 (11th Cir. 1998) (acknowledging issue in briefing without argument deemed abandoned) ; Cont’l Technical Servs ., Inc. v. Rockwell Int’l Corp. , 927 F.2d 1198, 1199 (11th Cir. 1991) (“An argument not made is waived ” .)

. In the light of B ayhill’s not being a properly formed LLC, our evaluating the district court’s granting summary judgment to the Government against Bayhill requires our considering whether Bayhill , despite its not being an LLC, is an ent ity that can make an appearance. If we conclude it can do so , we must th en decide whether it has standing to file a verified claim , either on its behalf or on behalf of Westmore, Efficient Realty FL, and Efficient Realty PA . Finally, if we decide Bayhill has standing, we must still decide whether its claim was filed properly

. For the reasons presented infra , because we hold Bayhill can make an appearance but lacks standing, we do not reach proper filing vel non

. 1 . Standing , of course, is a threshold i ssue , subject to de novo review. E.g. , Region 8 Forest Serv. Timber P urchasers Council v. Alcock , 993 F .2 d 800, 806 (11th Cir. 1993). A forfeiture claimant must satisfy both constitutional and statutory standing requirement s to file a verified claim properly

. E.g. , Unit ed

Case: 11-15670 Date Filed: 06/13/2013 Page: 17 of 2718 States v. $38,000.00 in United States Currency , 816 F.2d 1538, 1543 (11th Cir. 1987)

. Claimant is required first to demonstrate an interest in the property sufficient for Article III standing; “otherwise, there is no ‘case or controversy,’ in the constitutional sense, capable of adjudication in the fede ral courts”. Id. (citation omitted). If claimant shows that interest, t he well

- known three

- fac tor test for standing requires: (1) claimant ’s having suffered an “‘injury in fact’

— an invasion of a legally protected interest that is (a) concrete and particu larized, and (b) actual or imminent, not conjectural or hypothetical”; (2) a causal connection between the injury and the complained

- of conduct; and (3) redressibility of the injury by a favorable decision. United States v. Hays , 515 U.S. 737, 743 (1995) (citing Lujan v. Defenders of Wildlife , 504 U.S. 555, 560

- 61 (1992)). Ownership is not required for Article III standing; a possessory interest will suffice. E.g. , $38,000.00 , 816 F.2d at 1544

. Such interests are evaluated under state law; thereafter , federal law determines whether those interests may be forfeited. United States v. Fleet , 498 F.3d 1225, 1231 (11th Cir. 2007). The purpose of claimant ’s being required also to establish statutory standing is , inter alia , to “minimize the danger of fals e claims by requiring claims to be verified or solemnly affirmed”. United States v. $8,221,877.16 in U .S. Currency , 330 F.3d 141, 150 n.9 (3d Cir. 2003). G overning this action are 18 U.S.C. § 983,

Case: 11-15670 Date Filed: 06/13/2013 Page: 18 of 2719 which identifies the general rules for civil forfeiture proceedings, and the corresponding Federal Rule of Civil Procedure “Supplemental Rules for Admiralty or Maritime Claims and Asset Forfeiture Actions”. See Fed. R. Civ. P. Supp. R. A(1)(B) (Supp. R.) (supplemental rules govern “forfeiture actions in rem arising from a federal statute”). Any person or entity asserting a claim in a civil forfeiture in rem proceeding “may contest the forfeiture by filing a claim in the court where the action is pending ”. Supp. R. G(5)(a)(i). To satisfy statutory standing, the claim must, inter alia , “identify the specific property claimed”; “identify the claimant and state the claimant’s interest in the property”; and “be signed by the claimant under penalty of perjur y” . Supp. R. G(5)(a)(i)(A)

- (C). See also 18 U.S.C. § 983(a)(2)(c) (claim must: identify specific property claimed; state claimant’s interest in that property; and “be made under oath, subject to penalty of perjury”). Although strict adherence to the filing requirements is necessary to perfect statutory standing, United States v. Real Prop. , 135 F.3d 1312, 1316 (9th Cir. 1998 ) (collecting cases where courts condition standing to contest forfeiture or garnishment actions on strict compliance with filing requirements) , “ technical noncompliance with the procedural rules governing the filing of claims may be excused ” , United State s v. Premises & Real Prop. at 4492 Livonia Rd., Livonia, N.Y. , 889 F.2d 1258, 1262 (2d Cir. 1989). Our research has not revealed any decisions striking a claim , under

Case: 11-15670 Date Filed: 06/13/2013 Page: 19 of 2720 analogous circumstances , for failure to satisfy Supplemental Rule G’ s statutory

standing requirements.
Rossi’ s signing the verified claim on behalf of Bayhill Development, LLC , constitutes, at most, excusable technical noncompliance. Rossi signed the verified claim on behalf of B ayhill Development, LLC , and he “ solem n ly affirmed ” its validity under penalty of perjury. See, e.g. , Supp. R. G, advisory comm. notes sub. 5 ( “ An artificial body that can act only through an agent may authorize an agent to sign for it. ” ). Therefore, Bayhill Development, LLC, by and through Rossi, is

“ properly before the court ” within the technical meaning of Supplemental Rule G(5) ; on the other hand, of course, whether a non

- existent legal entity can ultimately assert a valid claim is, as the magistrate judge recommended and the dist rict court held, a question of “ sub stantive standing jurisprudence” in determining whether the requisite Article III c ase or controversy exist s. Our technical

- noncompliance ruling also comports with the need to consider Rule G(8) with the leniency accorded parties un der the liberal amendment provisions of Federal Rule of Civil Procedure 15. See Supp. R. G, advisory comm. notes sub. 8 (“As with other pleadings, the court should strike a claim or answer only if satisfied that an opportunity should not be afforded to cur e the defects under Rule 15.”).
2 .

Case: 11-15670 Date Filed: 06/13/2013 Page: 20 of 2721 As discussed , a lthough Bayhill may have complied with the technical requirements of the supplemental rules, it must have substantive standing to contest the civil forfeiture in rem

. Bayhill’s verified claim states it is filed “on behalf of Bayhill and those other entities in which Bayhill is a member to ten percent (10%) of the value of the underlying defendant properties”. Accordingly, it must be determined: (a) whether Bayhill has standing to assert a claim on its own beha lf; and (b) whether it has standing to assert a claim on behalf of Westmore, Efficient Realty FL, and Efficient Realty PA.

a . As stated above, to have standing, Bayhill must first have an ownership interes t (a possessory interest will suffice) in the defendant properties. Such interest is evaluated by the law of the jurisdiction creating the asserted interest, i.e. state law, see United States v. Ramunno , 599 F.3d 1269, 1272 (11th Cir. 2010), which , here, is that of Florida and Pennsylvania. Under both Florida and Pennsylvania law, property acquired by an LLC is property of that LLC. F LA
. S TAT . § 608.425 (property contributed to the LLC, acquired by the LLC through purchase, or acquired with LLC funds is property of the LLC) ; 15 P A
. C ONS
. S TAT
. A NN
. § 8923 (“A member has no interest in specific property of a[n] [LLC].”) Because Bayhill’s claimed interest in the properties arises only out of its membership in the LLCs owning those properties, Bayhill can not assert a claim on

Case: 11-15670 Date Filed: 06/13/2013 Page: 21 of 2722 its own behalf. Accordingly, the district court properly granted summary judgment in this regard.
b . Bayhill’s not having standing to assert a claim on its own behalf does not alone prevent its asserting a claim on behalf of Westmore, Efficient Realty FL, and
Efficient Realty PA. Again, Florida and Pennsylvania law inform this determination. The three LLCs provided in their respective operating agreements that each LLC would be manager - managed (as opposed to member

- managed) , as allowed
under Florida and Pennsylvania l aw. F LA
. S TAT . § 608.422 (if provided in operating agreement, management of LLC shall be vested in manager or managers and LLC shall be a manager - managed company); 15 P A
. C ONS
. S TAT
. A NN
. § 8941(b) (management of company shall be vested, as provided in certificate of organization, in one or more managers). Under both S tate s ’ laws, a member of a manager - managed LLC does not have the authority to act on behalf of the LLC solely by reason of being a member,
F LA
. S TAT . § 608.4235, 15 P A
. C ONS
. S TAT
. A NN
. § 8943; nor is a member the proper party to proceedings by or against that LLC, F LA
. S TAT . § 608.462, 15 P A
. C ONS
. S TAT
. A NN
. § 89 91(b). In Pennsylvania, however , a member may file an

Case: 11-15670 Date Filed: 06/13/2013 Page: 22 of 2723 action on behalf of the LLC , if authorized by vote of the members . 15 P A
. C ONS
. S TAT
. A NN
. § 8992(1). Bayhill asserts the adopted R&R “confused the concept of ‘authority’ with ‘standing’” because Bayhill was acting as the LLCs’ agent; in that vein, Bayhill maintains it had the “authority ” to file on behalf of the LLCs and its standing is irrelevant. The above statute s clear ly refu t e this assertion

. Bayhill also contends it and Gannon became manager s of the LLCs

— and , thus , the proper parties to file verified claims on behalf of those LLCs

— after the criminal forfeiture left only Bayhill and Gannon as the remaining members of the
LLCs ; it asserts they became managers after Bayhill and Gannon voted each other
as managers , as provided for in the respective LLCs’ operating agreements

. As the adopted R&R conclud ed, however, this contention is without merit. Bayhill is

corre ct that the operating agreements allow Bayhill and Gannon, as members , to remove and replace managers by vote

. Operating Agreements at § 4.1 (powers of LLC exercised by authority of one manager, “as may be determined by the
unanimous consent of all of the Members from time to time”). Statutory law allows the same. S ee F LA
. S TAT . § 608.422(4)(c)(1) (manager must be, inter alia , replaced by vote, approval, or consent of majority

- in

- interest of members), 15 P A
. C ONS
. S TAT
. A NN . § 8942(a) ( affirmative vote or consent of majority of members entitled to vote on matter require d to decide any matter to be act ed upon by

Case: 11-15670 Date Filed: 06/13/2013 Page: 23 of 2724 members or managers). A ny subs tantive merit to this contention fails, however, as an evidentiary matter. We agree with the adopted R&R’s analysis and conclusion: The argument itself relies on the declaration of B ayhill’s attorney in this action . . . , in which [he] , as the witness, attempts to show through hearsay that the Claimants “as the only remaining members,” of the [LLCs], voted and agreed to serve as the LLCs’ agents to file the claims at issue. . . . No date is provided as to when this action allegedly took place, nor is any supporting documentation offered into evidence to prove the existence of the alleged resolutions v oted upon. More importantly, the “declarant” stating that the vote took place and describing the actions taken is not alleged to have been present a t th e vote and, therefore, cannot speak from personal knowledge, but only from what Claimants told him. Th is, of course, is the purest form of inadmissible hearsay. All Funds in the Account of Prop. Futures, Inc. , 820 F. Supp. 2d at 1331

- 32

. As the adopted R&R states correctly : “As an in rem proceeding, a civil forfeiture action is unlike most other civil actions in that the defendant is the property subject to forfeiture and, as such, it is the claimant , not the plaintiff, who has the burden to demonstrate standing by a preponderance of the evidence”. Id. at 1325 (emphasis added) (citing $38,000.00 , 816 F.2d at 1543 n.11; Supp. R. G(8)(c) (i) (B) ( at any time before trial , Government may move to strike claim bec ause claimant lacks standing) . Bayhill has failed to satisfy its burden of demonst rating it had authority to file a claim on behalf of Westmore, Efficient Realty FL, and Efficient Realty PA.

Case: 11-15670 Date Filed: 06/13/2013 Page: 24 of 2725 A final point on standing vel non compels address ing the following Pennsylvania statute: “T he lack of authority of a member or manager to sue on behalf of a limited liability company may not be asserted as a defense to an action by the company or by the company as a basis for bringing a subsequent su it on the same cause of action”. 15 P A
. C ONS
. S TAT
. A NN . § 8993

. At first glance, this
appears to bar the Government’s challenging Bayhill’s filing a claim on behalf of Efficient Realty PA. The statute, however, is inapplicable. At the outset, the Pennsylvania statute contemplates when a member or
manager files an action , as opposed to when such member or manager files a claim in a civi l forfeiture in rem action. As we are unaware of the statute ’s being applied
in this manner , we will not extend its reach in this circumstance. The committee comments to this Pennsylvania statute provide further support for this conclusion, identifying the purpose of the statute as preventing a company “from relitigating claims that were brought or settled without authority”.
15 P A
. C ONS
. S TAT
. A NN . § 8993 comm. c mt. In the committee’s view, the purpose of ques tioning a member or manager’s authority to file an action is to protect passive members; accordingly, “as long as errant litigants are liable for damages”, this defense is unnecessary. Id. This is not the purpose of questioning authority in the instance of a civil forfeiture in rem proceeding.

Case: 11-15670 Date Filed: 06/13/2013 Page: 25 of 2726 Indeed, pursuant to Supplemental Rule G(8)(c), the Government is provided direct authority to question Bayhill’s standing ; the Rule provides , in r elevant part:
“At any time before trial, the [G]overnment may move to strike a claim or answer . . . because the claimant lacks standing”. Supp. R. G(8)(c)(i)(B). The authority to file a claim is part of the statutory

- standing equation. Occurring here,
t he Government’s motion to strike was presented “as a motion to determine after a hearing or by summary judgment whether the claimant can carry the burden of establishing standing by a preponderance of the evidence”. Supp. R. G(8)(c)(ii)(B).
Becau se the Supplemental Rules explicitly allow the Government to question Bayhill’s standing to file a verified claim on behalf of Efficient Realty PA, we conclude the Pennsylvania statute is not applicable in this context

. Accordingly, the district court pro perly concluded Bayhill lacks standing for all three LLCs. 3 . As stated supra , b ecause Bayhill lacks standing to assert a claim on behalf of itself or of Westmore, Efficient Real ty FL, and Efficient Realty PA, we do not reach whether Bayhill properly file d a claim

. III. Case: 11-15670 Date Filed: 06/13/2013 Page: 26 of 2727 For the foregoing reasons, the appeal from the 11 October 2011 order denying attorney’s fees and costs is DISMISSED; the 13 October 2011 Rule 54(b) judgment is AFFIRM ED

.

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