IN THE CIRCUIT COURT OF THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA JOHN ELLIOTT LEIGHTON, — Complex Business Litigation Division INDIVIDUALLY AND AS SHAREHOLDER OF LEESFIELD, LEIGHTON & PARTNERS, PA. Case No. 09 -61145 -CA-40 Plaintiffs, vs. ORDER ON MOTION TO COMPEL LEESFIELD LEIGHTON & PARTNERS, P.A. ARBITRATION, STAY PROCEEDINGS, N/K/A LEESFIELD & PARTNERS, PA. 2 AND RESERVE JURISDICTION Florida professional association and IRA H. LEESFIELD, AN INDIVIDUAL Defendant. THIS MATTER came before the Court on Defendants’ Motion to Compel Arbitration, Stay Proceedings, and Reserve Jurisdiction, and the Court having reviewed the file, the motion, memoranda, having heard argument, receiving evidence, and being otherwise fully advised in the premises, itis ORDERED and ADJUDGED as follows: ‘The Court notes that Defendant, Leesfield Leighton & Partners, P.A., was a Professional Service Corporation pursuant to Chapter 621, Florida Statutes. The central argument before the Court is Mr. Leighton’s (“Leighton”) status as a shareholder in Leesfield Leighton & Partners, P.A., (“Leesfield”) under the Sharcholder Agreement at the time of termination, and whether such status is to be determined by the arbitrators who will be addressing the dispute which has arisen pursuant to Paragraph J of the Employment Agreement.‘The parties entered into an Employment Agreement on June 30, 1994, At issue here is Paragraph J which provides a “schedule of reimbursement by the Employee to the Corporation with respect to client files or matters for which responsibility is transferred from the Corporation to Employee upon the client’s specific written instructions” and “with respect to any matter generated by the Employee or any matter specifically referred by a Co- operating/Referring/Attomey to the Employee.” A plain reading of the Employment Agreement, specifically Paragraph J and its sub-parts, reveals no reference to, reliance upon, or incorporating of the Shareholder Agreement into the Employment Agreement. In fact, the same would be impossible inasmuch as the Employment Agreement was signed June 30, 1994 and the Shareholders Agreement was signed, in December 2005. As to the Shareholder Agreement, there is a dispute as to when Leighton’s shareholder status ended, or, if in fact such status has ended. Leighton asserts that he remains a shareholder. Leesfield asserts that shareholder status ended when Leighton’s employment terminated. What needs be determined is if, or how, the provisions of Paragraph E of the Shareholder ‘Agreement have been addressed by the parties. A question remains whether Leighton has tendered the actual shares, or whether there been a closing as provided in the Shareholder’s Agreement, a copy of which was attached to the complaint. Leesfield previously filed a motion to dismiss which included the counts directed to the Shareholder’s Agreement and Employment Agreement, The motion as to those counts has been denied by the Court. Accordingly, the counts remain viable. ‘The Shareholder’s Agreement provides at paragraph E. Death, Disability or Termination of Employment of a Shareholder in pertinent part:Upon the death or disability (as defined below) or a Shareholder, or forthwith upon the termination of Employment of a Shareholder... the Corporation shall redeem and the holder of the stock...shall surrender for redemption, all of the stock of that Sharcholder.... as follows: 3. Except as otherwise set forth in this Agreement, the Purchase Price shall be One Thousand and no/100 Dollars ($1000.00) per share. 4, The purchase of the shares of stock pursuant to this Agreement will take place at LEESFIELD LEIGHTON & PARTNERS, P.A.’s Miami Office, or at any other place which the Corporation shall designate. a. At the closing, the Corporation will pay for the Stock and the seller will deliver certificates representing all of the shares of the stock being. sold, duly endorsed, free and clear of all encumbrances, and with evidence of payment of all necessary transfer taxes and fees. b. If the seller does not deliver the certificates at the closing, then the Corporation shall deposit the purchase price by check with the Corporation’s corporate attorney, in his trust account, on the date of the closing, to be paid to the seller as soon as the shares are delivered and transferred. 5. Each Stockholder appoints the Chairman of the Board of Directors or the Secretary (at the Chairman’s election) of LEESFIELD LEIGHTON & PARTNERS, P.A., as his or her agent and attomney-in-fact to execute and deliver all documents needed to convey his or her shares of the Stock , if such selling Stockholder is not present at the closing. ... ‘There is no dispute that the value of Leighton’s shares is $250,000. There is no dispute that Leighton has not received these funds, in hand. The Court is advised that the sum of $250,000 is being withheld by Leesfield as an offset against challenged amounts relating to Paragraph J of the Employment Agreement which is before an arbitration panel, per the Employment Agreement. A plain reading of the Shareholder’s Agreement reveals nothing which would allow Leesfield to withhold and apply the funds to offset any dispute arising out of the Employment Agreement. Accordingly, the Court finds as follows:There exist two separate and distinct contracts in dispute. ‘The two contracts are not inextricably intertwined, and the Shareholder Agreement’s provisions for surrender of the shares of stock and payment for same do not form a nexus to the arbitration provision contained in Paragraph J of the Employment Agreement which requires binding arbitration with respect to the interpretation or implementation of Paragraph J. . The elements of Seifert v. U.S. Home Corporation, 750 So. 2d 633 (Fla. 1999) are not met as the Court finds no arbitrable issue exists because the contracts are separate. |. The Motion to Compel Arbitration and Stay Proceedings is DENIED pursuant to the arbitration provision contained in the Employment Agreement. . The Court hereby ORDERS the parties to Court-Ordered, Nonbinding Arbitration and shall have the issues in dispute outside the provisions of Paragraph J of the Employment Agreement arbitrated, pursuant to §44.103 Fla. Stat. (2009). . The same arbitrators as are currently addressing the Paragraph J Employment Agreement issues shall, at the same time and in conjunction therewith, consider and determine these disputed issues related to the Sharcholder’s Agreement pursuant to 44.103 Fla, Stat. (2009), and Fla. R. Civ. P. 1.820. The parties shall be entitled to engage in preliminary discovery prior to the non- binding arbitration. If the parties cannot agree to the extent or limitation of that discovery, the matter shall be referred to the General Magistrate for resolution. TheParties shall so notify the Court so that the appropriate Order of Referral can be entered. 8. Should the parties, in the altemative, agree to resolution of these matters pursuant to §44.104, Voluntary Binding Arbitration, the Court will convert this Order for Nonbinding Arbitration pursuant to §44.103 to a §44.104 Voluntary Binding Arbitration order. 9. The Court reserves jurisdiction to address matters as required. DONE and ORDERED in Chambers at Miami, Miami-Dade County, Florida, on this 1 day of January, 2010, Ak sey f Ours GILL 'S- FREEMAN CIRCUIT COURT JUDGE Counsel / Parties of record Conformed Copy yaw 12709 Gill S. Freeman Circuit Court Judge