## Facts

- Dinuro Investments, LLC, Merici, LLC, and Starmac, LLC formed San Remo Homes, LLC in 2005 to develop Florida real estate; each held a one-third ownership and management interest, including in two related LLCs.
- The San Remo entities borrowed from Ocean Bank under promissory notes; as the market declined, they sought loan modifications that required additional member capital and set a maturity date in 2010.
- Merici and Starmac made additional capital contributions, but Dinuro did not; as maturity approached, Merici and Starmac refused to fund Dinuro’s share and the loans went into default.
- After default, entities controlled by Camacho and Macedo (including SR Acquisitions, LLC) purchased the defaulted notes from Ocean Bank and filed foreclosure actions against the San Remo entities.
- The foreclosures eliminated the value of the LLCs’ assets, reducing the economic value of all members’ interests, including Dinuro’s.
- Dinuro sued in its individual capacity, asserting contract and tort-based claims alleging self-dealing and wrongdoing that devalued the LLC and enabled the note purchase and foreclosure.
- The trial court dismissed four counts for lack of individual standing, concluding the claims were derivative and had to be brought on behalf of the LLC; Dinuro appealed.

## Issues

1. When may a Florida LLC member sue other members (and related parties) in an individual action for alleged misconduct affecting the LLC’s value, rather than in a derivative action on behalf of the LLC?
2. Did Dinuro plead either (a) direct harm and special injury, or (b) a special contractual or statutory duty owed personally to Dinuro, sufficient to confer individual standing?

## Decision

- The appellate court affirmed dismissal of the four counts.
- The court held an LLC member may bring an individual action only if the complaint alleges either (1) direct harm and special injury, or (2) a special contractual or statutory duty owed by the defendant to the plaintiff member.
- Dinuro’s alleged injury was depletion of LLC assets and resulting diminution of membership value shared by all members, which is derivative harm.
- Dinuro failed to plead any separate contractual or statutory duty running specifically to Dinuro that would support a direct claim.

## Legal Principles

- A claim seeking recovery for injury to an LLC—such as loss of LLC assets or diminution of entity value—belongs to the LLC and must be asserted derivatively, even if all members are harmed.
- An LLC member has individual standing only upon alleging:
  - direct harm and a special injury distinct from injury to the LLC or other members; or
  - a special contractual or statutory duty owed personally to the member, independent of duties owed to the LLC.
- Allegations of self-dealing or misconduct that primarily injure the LLC and affect members only through reduced equity value generally do not create a direct cause of action.

## Conclusion

The court affirmed dismissal because Dinuro alleged only entity-level injury—foreclosure-driven loss of LLC value affecting all members alike—and did not identify any distinct injury to Dinuro or any special contractual or statutory duty owed specifically to it; the claims therefore had to be brought derivatively on behalf of the LLC.


Dinuro Invs., LLC v. Camacho, 141 So. 3d 731 (Fla. Dist. Ct. App. 3d Dist. 2014)