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[DO NOT PUBLISH]
IN THE UNITED STATES COURT OF APPEALS
FOR THE ELEVENTH CIRCUIT
________________________
No. 17-10266
________________________
D.C. Docket No. 1:14-cv-23193-UU
QUANTUM CAPITAL, LLC,
a Florida Limited Liability Company,
Plaintiff-Appellee,
versus
BANCO DE LOS TRABAJADORES,
a Guatemalan entity,
Defendant-Appellant,
SERGIO HERNANDEZ, et al.,
Defendants.
________________________
Appeal from the United States District Court
for the Southern District of Florida
_________________________
(December 19, 2017)
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Before HULL, FAY, Circuit Judges, and RESTANI,∗ Judge:
PER CURIAM:
Quantum Capital, LLC (“Quantum”), a Florida company, filed suit against
Banco De Los Trabajadores (“Bantrab”), a Guatemalan bank, in Florida state
court. Bantrab timely removed the action to the Southern District of Florida.
Quantum’s suit concerns two contracts between Quantum and Bantrab: (1) a
written contract entered in July 2011 concerning Bantrab’s issuance of bonds,
ultimately done through Deutsche Bank (the “Written Contract”); and (2) an oral
contract regarding the purchase of Bantrab securities by DHK Finance, Inc.
(“DHK”), a Panamanian corporation (the “Oral Contract”). Under each of these
contracts, Quantum was to receive certain remuneration in exchange for facilitating
aspects of the transaction involved. Of the claims below, those at issue on appeal
are: Count I, alleging Bantrab breached the Written Contract, and Count IV,
alleging Bantrab breached the Oral Contract.
Bantrab filed several pretrial motions in limine, including one to exclude
evidence of work performed by Oswaldo Jugo, the principal of Quantum, on behalf
of non-party entities. The district court denied Bantrab’s motion. The case went to
trial before a jury, which returned a verdict in favor of Quantum, finding Bantrab
∗
Honorable Jane A. Restani, Judge for the United States Court of International Trade,
sitting by designation.
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breached both the Written and Oral Contracts.
Bantrab timely filed post-trial motions, including a renewed motion for
judgment as a matter of law (“JML”), and a motion for a new trial. Relevant to
this appeal, the district court denied Bantrab’s JML motion, but ordered a new trial
on one aspect of the complaint. Both parties then moved for summary judgment.
Eventually, the district court entered final judgment in favor of Quantum.
We have jurisdiction over this matter pursuant to
28 U.S.C. § 1291. After a
thorough review of the record and having the benefit of oral argument, we affirm
the district court in all respects.
First, Bantrab’s arguments regarding the district court’s denial of its motion
in limine to exclude evidence of Jugo’s work on behalf of non-party entities fail.
Courts have broad discretion in deciding whether to grant a motion in limine. See
Cabello v. Fernandez-Larios,
402 F.3d 1148, 1161 (11th Cir. 2005). As the
district court concluded, the evidence implicated by Bantrab’s motion in limine
“[went] to the heart of the dispute” before the jury. Any work done by Jugo that
appeared to fulfill the Written Contract tends to make it more probable that
Quantum provided services pursuant to that contract. At trial, Bantrab had the
opportunity to convince the jury that the work in question should not be attributed
to Quantum.
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We review de novo the denial of Bantrab’s JML motion. See Action Marine,
Inc. v. Cont'l Carbon Inc.,
481 F.3d 1302, 1309 (11th Cir. 2007). A post-trial JML
motion may be granted only if no reasonable juror could reach a verdict for the
plaintiff. See Cadle v. GEICO Gen. Ins. Co.,
838 F.3d 1113, 1121 (11th Cir.
2016). The contractual provision concerning Quantum’s “services to be rendered”
provides, in relevant part:
In connection to this engagement, QUANTUM shall engage in the
following tasks, among others:
a. Familiarize itself to the extent it deems appropriate and feasible
with the business, operations, properties, condition (financial and
otherwise) and prospects of BANTRAB and the Transaction;
b. Seek to introduce BANTRAB to other Institutions, Companies
and/or Persons (the “Investors”) who might be interested in a
Transaction involving BANTRAB;
c. Assist BANTRAB as to strategy and tactics in connection with its
negotiations of the proposed Transaction(s) and; if requested,
participate in such negotiations;
d. Assist BANTRAB in negotiating the financial aspects of definitive
agreement(s);
e. Advise and assist BANTRAB with respect to the form and
structure of the proposed Transaction(s);
Jugo testified that the Written Contract formalized a December 2008 oral
agreement between Quantum and Bantrab, which, inter alia, made Quantum
prospectively responsible for the bond transaction with Deutsche Bank. Jugo was
affiliated with Quantum in December 2008, and testified to participating in
conference calls related to the bond transaction, drafting an offering memorandum,
contacting investment banks other than Deutsche Bank, and assisting in negotiating
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Bantrab’s legal fees for the bond transaction.
After July 2011, Jugo exchanged several emails with Deutsche Bank,
concerning market conditions which were useful in soliciting securities purchasers
such as DHK. Citing emails between Bantrab and a prior capital broker, Exotix,
Jugo testified that Deutsche Bank initially wanted Bantrab to secure additional
capitalization before moving forward with the bond transaction contemplated
under the Written Contract. Jugo further cites a March 2013 email to him from a
Bantrab director containing a draft engagement letter between Bantrab and
Deutsche Bank, which Jugo then called the director to discuss. Together, even if
Quantum’s work prior to execution of the Written Contract were discounted by the
jury, the above could lead a reasonable juror to conclude that Jugo’s work to close
the DHK transaction satisfied Quantum’s obligations under the Written Contract
prior to the closing of Bantrab’s bond transaction with Deutsche Bank.
Regarding Bantrab’s final argument on appeal, the jury found an oral
contract existed between the parties in connection with the DHK securities sale,
which Bantrab does not dispute. Instead, it raises the affirmative defense of
illegality. Bantrab contends that if Quantum had worked on the DHK securities
sale as alleged, it would have been acting in the capacity of a broker-dealer.
Unregistered dealers are barred from engaging in securities sales in Florida, unless
a registration exemption applies.
Fla. Stat. § 517.12(1). Any contract violating
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this statute is void. Umbel v. Food-Trader.com, Inc.,
820 So. 2d 372, 374 (Fla.
Dist. Ct. App. 2002). Because Quantum never registered as a dealer in Florida,
Bantrab argues, the Oral Contract is void. The district court rejected this argument
and granted summary judgment in favor of Quantum, finding the Bantrab-DHK
transaction fell within an exception to the registration requirement.
Fla. Stat. §
517.061(8).
This Court reviews de novo the district court’s interpretation of Section
517.061(8) of the Florida Securities Act. See Belanger v. Salvation Army,
556
F.3d 1153, 1155 (11th Cir. 2009). Section 517.061(8) exempts the following
transactions from registration requirements:
(8) The sale of securities from one corporation to another corporation
provided that:
(a) The sale price of the securities is $50,000 or more; and
(b) The buyer and seller corporations each have assets of
$500,000 or more.
Fla. Stat. § 517.061(8). Bantrab does not dispute that the monetary prerequisites
are satisfied, but argues that “corporation” includes only domestic corporations. It
therefore concludes that because the transaction involved Bantrab, a Guatemalan
corporation, it did not fall within Section 517.061(8). We disagree and conclude
that, within the meaning of Section 517.061(8), “corporation” is not limited to
domestic corporations, essentially for the reasons stated by the district court.
AFFIRMED.
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