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IN THE CIRCUIT COURT OF THE 11TH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA CASE NO.:
MELANIE E. DAMIAN, as Receiver for LAS ESTRELLAS CONDOMINIUM, ASSOCIATION, INC., Plaintiff, v. SERGIO O. SANCHEZ, LUZ GONZALEZ, and ORLANDO CALDERIN, Defendants. ____________________________________/
COMPLAINT
Plaintiff, Melanie E. Damian, in her capacity as the Court-appointed Receiver ( “Receiver”)
for Las Estrellas Condominium Association, Inc. (“Las Estrellas” or the “Association”), hereby
sues Defendants, Sergio O. Sanchez, Luz Gonzalez, and Orlando Calderin (collectively, the
“Defendants”), and alleges:
INTRODUCTION
1. This lawsuit is brought as part of the Receiver’s continuing efforts to conduct
operations of the Association for the benefit of the Association, the unit owners and its creditors,
and as a result of the failure of the Defendants to exercise due care, loyalty, and responsibility in
their roles as Officers, Directors, and control persons of the Association.
2. The Defendants breached their fiduciary duties of care by causing and/or allowing
the Association to become liable for a $766,149.91 debt and by mismanaging and wasting
Association funds.
Filing # 102751973 E-Filed 02/04/2020 05:37:07 PM
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3. The Plaintiff, in her capacity as the Receiver for the Association, now seeks to
recover for the benefit of the Association those damages caused by the Defendants’ breaches of
fiduciary duty.
4. The claims stated in this Complaint relate to actions and omissions by the
Defendants, former directors and officers of the Association.
PARTIES, JURISDICTION, AND VENUE
5. On January 7, 2020, the Circuit Court of the Eleventh Judicial Circuit in and for
Miami-Dade County appointed the Receiver in the action styled Joel D. Vega, et al. v. Las Estrellas
Condominium Association, Inc., Case No. 2015-2310 CA 01 (09) (the “Vega Action”) in the Order
attached as Exhibit A. The Court issued an Amended Appointment Order on January 26, 2020,
which is attached as Exhibit B (the “Appointment Order”). In the Appointment Order, the Court
appointed the Receiver and granted her the powers of a receiver over the Condominium in order
to, among other things, “protect and preserve the assets of the Judgment Debtor LAS ESTRELLAS
from waste.” Id.
6. The Receiver has standing to bring these claims pursuant to the Court’s
Appointment Order. See Exhibit B. The Appointment Order specifically empowers the Receiver
to, among other things “[i]nvestigate, institute, prosecute, maintain, defend, intervene, and
otherwise participate in any legal proceedings by, or on behalf of, or against the Association or in
which the Association or its creditors have any interest.” Id. at 5, ¶(9).
The Defendants
7. The Defendants, Sanchez, Gonzalez, and Calderin, are individuals. At all times
material hereto, the Defendants were all officers, members of the Board of Directors, control
persons, and/or employees of Las Estrellas.
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8. Defendant Sergio O. Sanchez is a citizen and resident of Miami-Dade County and
is sui juris. At all times material hereto, Sanchez served as President of the Board of Las Estrellas.
As the President of the Board of Las Estrellas, Sanchez controlled and/or participated in the
policies, operations, and business of Las Estrellas.
9. Defendant Luz Gonzalez is a citizen and resident of Miami-Dade County and is sui
juris. At all times material hereto, Gonzalez served as a member of the Board of Las Estrellas, and,
as such controlled and/or participated or utterly failed to participate in the policies, operations, and
business of Las Estrellas.
10. Defendant Orlando Calderin is a citizen and resident of Miami-Dade County and is
sui juris. At all times material hereto, Calderin served as a member of the Board of Las Estrellas,
and, as such, controlled and/or participated or utterly failed to participate in the policies,
operations, and business of Las Estrellas.
Jurisdiction and Venue
11. This is an action for damages which exceed $30,000.00, exclusive of fees and costs.
12. Venue in this Court is proper because the acts or omissions giving rise to these
claims occurred in Miami-Dade County, Florida.
13. All conditions precedent to this action have been performed or have been excused
or requiring performance of conditions precedent would be futile.
FACTUAL ALLEGATIONS
14. Las Estrellas consists of 220 condominium units over two four-story buildings
located at 606 and 666 W. 81 Street, Hialeah, Florida, was constructed in 1971 and formed as a
condominium in December 2001.
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15. As stated above, at all times material hereto, the Defendants were members of the
Board of Directors of Las Estrellas, were officers, and/or controlled and/or participated in its
policies, operations, and business.
The Vega Action
16. In 2015, Las Estrellas was named as a counter-defendant in the Vega Action by
Counter-Plaintiffs, Joel D. Vega and Camila Belewn Ristano. See Counterclaim attached hereto as
Exhibit C.
17. On February 28, 2017, the Court granted Las Estrellas’s counsel’s motion to
withdraw and ordered Las Estrellas to hire replacement counsel to represent it in the suit and file
an appearance on its behalf within 30 days. See Order attached hereto as Exhibit D.
18. The Defendants failed to hire replacement counsel, and, on August 3, 2017, the
Court sanctioned Las Estrellas for its failure to hire replacement counsel and struck its pleadings.
See August 3, 2017 Order attached hereto as Exhibit E.
19. Thereafter, on December 18, 2018, the Defendants caused Las Estrellas to enter
into a Settlement Agreement in which Las Estrellas would pay Vega and Ristano $700,000 plus
interest. At the time, Defendants knew or should have known that Las Estrellas was incapable of
making any payments pursuant to the Settlement Agreement, the agreed amount of the judgment
was not supported by evidence and a number of defenses were not asserted.
20. Las Estrellas failed to make any payments pursuant to the Settlement Agreement
and, on August 29, 2019, the Court entered a Final Judgment against Las Estrellas and in favor of
Vega and Ristano in the amount of $757,341.18, together with accruing interest. See August 29,
2019 Final Judgment as Exhibit F.
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21. As officers, directors, and/or control persons of Las Estrellas, the Defendants owed
a fiduciary duty to Las Estrellas to, among other things, exercise diligence and care in managing
Las Estrellas in the best interests of Las Estrellas, including defending Las Estrellas in the Vega
Action.
22. In their fiduciary capacities, the Defendants failed to exercise their fiduciary duty
of care by, among other things, recklessly in conscious disregard of the obvious risks (1) allowing
Las Estrellas’s interests to go undefended in the Receivership Action, thereby resulting in Las
Estrellas’ pleadings to be stricken; (2) causing Las Estrellas to enter into a Settlement Agreement
in an amount that was not provable against Las Estrellas, and for which it was incapable of paying;
(3) causing Las Estrellas to fail to make any payments required by the Settlement Agreement,
resulting in entry of the $757,341.18 Final Judgment against Las Estrellas and the Receivership
Order.
23. In addition, the Defendants have recklessly mismanaged the funds of the
Association and in reckless disregard for known and obvious risks failed to prevent waste of the
Association’s assets.
The Defendants’ Breaches of Their Duties Caused Substantial Damages to Las Estrellas
24. At all times material hereto, the Defendants were acting within the course and scope
of their duties as directors, officers, control persons, and/or employees of Las Estrellas.
25. At all times material hereto, the Defendants were authorized to and did act on
account of Las Estrellas and were charged with the responsibility of the business and operations
of Las Estrellas, which included protection of Las Estrellas’s assets from improper or unnecessary
waste or depletion.
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26. The Defendants were vested with the management of the business and affairs of
Las Estrellas; however, rather than manage Las Estrellas in the best interests of the Association
and its members and creditors, the Defendants stood idly by while Las Estrellas’s interests were
unprotected in the Vega Action.
27. The Defendants, as directors, officers, and control persons of Las Estrellas, owed
Las Estrellas and its members and creditors a high duty of good faith and due care. Indeed, they
owed a fiduciary duty to Las Estrellas that precluded them from behaving in a manner contrary to
the interests of Las Estrellas or its members and creditors. The Defendants, as a consequence of
their duty, are accountable for any breach of the trust and confidence that was reposed in them by
Las Estrellas.
28. The misconduct by the Defendants was a breach of their duty of good faith and due
care, and of their fiduciary duty to Las Estrellas and its members and creditors.
29. As a result of the Defendants’ breaches of their duties to Las Estrellas and its
members and creditors, Las Estrellas is liable for a $757,341.18 Final Judgment plus interest
attorney’s fees and the costs of the Receivership, plus hundreds of thousands of dollars in
mismanagement and waste.
30. Las Estrellas, and thereby the Receivership Estate, have been damaged significantly
as a direct and proximate result of the misconduct of the Defendants as alleged above. Such
damages include but are not limited to: the monetary judgment entered by the Court in the
Receivership Action and such other and further compensatory and consequential damages as may
be appropriate.
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31. Accordingly, the Receiver brings the instant action in order to collect monies that
were improperly transferred, dissipated, misappropriated, or lost from Las Estrellas as a result of
the Defendants’ breaches of fiduciary duty of good faith and care.
32. All conditions precedent to the bringing of this action have been performed or
satisfied or have occurred.
33. The Plaintiff has retained the undersigned law firm and is obligated to compensate
them their services.
COUNT I Breach of Fiduciary Duty
(All Defendants)
34. Plaintiff hereby re-asserts the allegations set forth in paragraphs 1 through 33,
above, as if fully set forth herein.
35. At all material times hereto, Defendants, Sergio O. Sanchez, Luz Gonzalez, and
Orlando Calderin, were officers, directors, control persons, and/or employees of Las Estrellas.
Specifically, they were the President and members of the Board of Directors of Las Estrellas, and,
in those capacities, owed a fiduciary duty to Las Estrellas and its members and creditors to
discharge their obligations in good faith, with the care that an ordinarily prudent officer, director,
manager, or employee in a like position would exercise, and in a manner reasonably believed to
be in Las Estrellas’s best interests.
36. The Defendants continuously and on an ongoing basis breached their fiduciary
duties to Las Estrellas by, inter alia, recklessly and in conscious disregard of the known obvious
risks:
a. allowing Las Estrellas’s interests to go undefended in the Vega action,
thereby resulting in Las Estrellas’s pleadings being stricken;
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b. causing Las Estrellas to enter into a Settlement Agreement in an amount
that was not provable and which Las Estrellas was incapable of paying;
c. causing Las Estrellas to fail to make any payments required by the
Settlement Agreement, resulting in entry of the $757,341.18 Final Judgment
against Las Estrellas requiring a receiver be appointed and additional costs
and expenses defending collection efforts.
d. permitting mismanagement and waste of association funds and assets.
37. Defendants knew, or it should have been obvious, that there was a risk so great as
to make the harm to the Association probable from the foregoing actions and inactions.
38. These breaches proximately caused damages to Las Estrellas and its members and
creditors.
WHEREFORE, Plaintiff, Melanie E. Damian, as the Receiver for Las Estrellas, hereby
demands judgment against the Defendants, Sergio O. Sanchez, Luz Gonzalez, and Orlando
Calderin, for the total amount of Las Estrellas’s damages resulting from their breaches of their
fiduciary duties to Las Estrellas, plus costs and interest, and attorneys’ fees, if appropriate, and
such further relief as this Court deems to be appropriate and just.
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DEMAND FOR JURY TRIAL
Plaintiff hereby demands a jury trial on all issues and claims so triable.
Respectfully submitted this___ day of February, 2020.
By: /s/ Thomas CulmoTHOMAS CULMO, Esq. Florida Bar No. 775479 Email: tom@culmotrialattorneys.com RUSSELL LANDY, Esq. Florida Bar No. 44417 Email: rlandy@dvllp.com DAMIAN & VALORI LLP Counsel for the Receiver 1000 Brickell Avenue, Suite 1020 Miami, Florida 33131 Telephone: (305) 371-3960 Facsimile: (305) 371-3965
4th
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E
EXHIBIT F
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