An Orlando-based construction firm that is minority stakeholder in the ownership behind Crowne Plaza Orlando Universal Hotel is suing the majority stakeholder and its Brazilian court-appointed administrator, calling for the hotel's Florida-based corporation to be dissolved and an American receiver assigned to manage the asset.
GrowthSpotter reported on June 12 that future ownership of the Crowne Plaza Orlando Universal Hotel is in limbo as its former majority stakeholder, João Arcanjo Ribeiro, serves time in a Brazilian federal prison for charges related to money laundering, tax evasion and homicide, and his stake in the hotel is held for auction by Brazil's federal court.
Constrazza International Construction, led by Zilberto Zanchet, holds a 35 percent stake in Universal Towers Construction (UTC), which was founded in 1998 to build, own and operate the Crowne Plaza hotel at 7800 Universal Blvd.
Constrazza owned the construction rights to build the hotel, but didn't have the financial ability to pull it off, so Zanchet partnered with Arcanjo for financial support, according to Orlando attorney Eric W. Ludwig, legal counsel to Constrazza.
Arcanjo held a 65 percent super-majority stake in UTC, which he later transferred to his Brazilian company, Universal Towers Investimentos e Participações Ltda. (UTI). Upon founding UTC locally, Arcanjo served as its president and CEO, while Zanchet was secretary/treasurer.
Brazil's government controls the hotel's fate by controlling the assets of Arcanjo's Brazilian business, UTI. A Brazilian court appointed Francisco Ferreira Bomfim in 2009 as judicial administrator to manage assets of Arcanjo and UTI until they can be liquidated.
According to a complaint and summons filed in Orange County Circuit Court on Sept. 9, Constrazza International Construction is suing UTC and Brazilian court-appointed administrator Bomfim for authorizing corporate actions that are contrary to UTC's articles of incorporation, bylaws, shareholder's agreement and Florida statutes, and contrary to a January 2009 corporate resolution under which he assumed the position as sole director of UTC.
Constrazza is calling for the court to dissolve the hotel's ownership company, UTC, and appoint a receiver from the United States to manage the asset, Ludwig told GrowthSpotter on Thursday.
"Our concern is that Mr. Bomfim, as administrator for UTI, exercises control of 65 percent of the company (UTC) and has made a bunch of votes that have given him total control, and has proposed and seeks to honor certain debts that we believe are part of Arcanjo's money laundering scheme and were never funds used by UTC," Ludwig said. "The end result is that if he honors those debts and pays them, the minority shareholders will suffer."
According to Constrazza's claim, Ribeiro used UTC to borrow funds and commit the hotel owner to repay loans that were part of his international money laundering scheme and criminal activities.
When Brazil's administrator Bomfim took over control of UTC in 2009, he proposed to acknowledge the legitimacy of debts remaining on UTC books put there by Arcanjo, and to convert the loans to equity by issuing additional stock in UTC, which would dilute Constrazza's ownership to 5 percent from its original 35 percent.
Constrazza objected to that at a shareholders meeting in January, but Bomfim exercised his 65 percent controlling vote to overrule, Ludwig said. Constrazza claims that was in violation of the Shareholders Agreement.
Ludwig said that the defendant in the case, UTC, had not yet been served this week with the formal complaint. Tee Persad, local attorney for UTC, declined to comment Thursday.
Arcanjo's attorneys in Brazil continue to appeal court rulings in that country regarding the control of his assets in the U.S., including the UTI-based super-majority stake in UTC and its Crowne Plaza hotel. In mid-December, a judge from another federal court suspended the October 2014 decision to liquidate Arcanjo's assets.