# Opinion

> District Court, M.D. Florida · October 24, 2025

URL: https://www.frixlaw.com/law-library/cases/11177275

## Case

- **Full name:** Wendella69, Inc., f/k/a Southwest Florida Veterinary Specialists, Inc.; Wendy G. Arsenault; and Michael J. Arsenault v. PetVet Operating, LLC, f/k/a PetVet Care Centers (Florida), LLC
- **Court:** District Court, M.D. Florida
- **Decided:** October 24, 2025
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION

WENDELLA69, INC., f/k/a
SOUTHWEST FLORIDA
VETERINARY SPECIALISTS
INC.; WENDY G. ARSENAULT;
and MICHAEL J. ARSENAULT,

Plaintiffs,

v. Case No: 2:22-cv-539-JES-KCD

PETVET OPERATING, LLC,
f/k/a PETVET CARE CENTERS
(FLORIDA), LLC,

Defendant.

OPINION AND ORDER
This matter comes before the Court on defendant’s Amended
Motion to Dismiss Count I of Plaintiffs’ Second Amended Complaint.
(Doc. #148). Plaintiffs filed a Response in Opposition. (Doc.
#150.) Also before the Court are Responses (Docs. ##152, 153) to
the Court’s Order to Show Cause (Doc. #151.) For the reasons set
forth below, the motion is granted and Count I of the Second
Amended Complaint (Doc. #146) is dismissed without prejudice.
I.
The Second Amended Complaint and documents the Court may
consider at the motion to dismiss stage of the proceedings
establish the following:
The parties are Plaintiffs Wendella69, Inc. (f/k/a/ SW. Fla.
Veterinary Specialists, Inc.), Wendy G. Arsenault, and Michael J.
Arsenault (collectively “Sellers” or plaintiffs) and Defendant
PetVet Operating, LLC (f/k/a PetVet Care Centers (Fla.), LLC)

(“Buyer”, PetVet or defendant). On December 24, 2019, Sellers
sold their veterinary practice (the “Business”) to Buyer pursuant
to an Asset Purchase Agreement (the “Agreement”). Exhibit A of
the Agreement (Exhibit A) provides that, in addition to substantial
payments due at Closing, the Buyer may be obligated to pay an
“Earnout Payment” at the end of a two year “Earnout Period.” This
essentially provided Sellers an additional two years after Closing
for the Business’s sales price to increase. (Doc. #53-1, p. 35.)
The Earnout Payment was to be calculated by a formula that
subtracted “Target EBITDA” from “EBITDA” at the end of the Earnout
Period and multiplied the result by five. (Id.) Thus, if the
EBITDA exceeded the Target EBITDA, Buyer was required to pay Seller

an additional amount (the “Earnout Payment”) equal to the EBITDA,
minus the Target EBITDA, multiplied by five. (Earnout Payment =
(EBITDA – Target EBITDA) X 5).
If there was a disagreement over the Earnout Payment, Exhibit
A provided a detailed, multi-step dispute resolution process. (Id.
at p. 35.) Step One required Buyer to deliver its EBITDA
determination to Sellers “no later than sixty (60) days after the
end of the Earnout Period.” (Id.) Step Two allowed Sellers
“reasonable access” to Buyers’ books and records “relating to the
calculation of EBITDA,” but only “during regular business hours”
and only “for the sole purpose of verifying Buyer’s computations
of the EBITDA.” (Id.) Step Three gave Sellers “thirty (30) days”

after receiving Buyers’ EBITDA determination to submit a “Notice
of Disagreement” should they “disagree[] in good faith with Buyer’s
determination of EBITDA.” (Id.) The Notice of Disagreement was
required to “set forth in reasonable detail the basis for the
disagreement.” (Id.) Step Four required that Sellers and Buyer
“shall attempt in good faith to resolve and finally determine the
amount of EBITDA.” (Id.) Step Five provided that if Sellers and
Buyer could not resolve their disagreement within “fifteen (15)
days” after Buyer’s receipt of the Notice of Disagreement, “the
parties shall retain the services of [a] Neutral Auditor to resolve
the disagreement and make a determination with respect thereto.”
(Id.)

Section (g) of Exhibit A defined “Neutral Auditor” as “an
independent accounting firm selected by Buyer which does not have
a material relationship with Buyer or Seller.” (Id.) Section (d)
of Exhibit A provided:
. . . The Neutral Auditor shall then determine the
EBITDA and such determination by the Neutral Auditor
shall be binding upon the parties hereto, provided,
however, that EBITDA determined by the Neutral Auditor
shall be no greater than EBITDA determined by Seller and
no less than EBITDA determined by Buyer. The
determination of the Neutral Auditor shall be made as an
expert and not as an arbiter and shall be based solely
on the written submissions by Buyer and Seller and their
respective representatives and any other communication
requested by the Neutral Auditor, and the determination
shall not be by independent review. Buyer and Seller
shall use their commercially reasonable efforts to cause
the Neutral Auditor to complete its review thereof
within fifteen (15) days of its appointment. If such a
review by a Neutral Auditor is conducted, then the party
(i.e., Buyer, on the one hand, or Seller, on the other
hand) whose calculation of EBITDA is furthest from
EBITDA determined by the Neutral Auditor shall pay all
fees and expenses of the Neutral Auditor associated with
such review.

(Id.) Section (d) closes with the parties’ agreement that the
Auditor’s “determination . . . shall be conclusive, final and
binding.” (Id.)
On March 25, 2022, Buyer delivered its EBITDA determination
to Sellers. (Doc. #148, p. 4, citing Doc. #146, ¶ 22.) Within
thirty days, Sellers sent Buyer a Notice of Disagreement. (Doc.
#1-3.) The Notice of Disagreement stated that Sellers “do not
agree with the EBITDA calculation” and set forth the Sellers’
reasons. Buyer and Sellers did not resolve their disagreement
within fifteen days, and Buyer selected a Neutral Auditor. (Doc.
#148, p. 4.)
On July 26, 2022, prior to any determination by the Neutral
Auditor, Sellers filed a Complaint in state court (Doc. #1-2),
which Buyer timely removed to federal court based on the complete
diversity of citizenship. (Doc. #1, ¶¶ 3–4; Doc. #1-2, p. 58.)
Because of the pending lawsuit, the Neutral Auditor never rendered
a determination of the EBITDA or Earnout Payment. (Doc. #146, ¶
41, Doc. #148, p. 3.) In due course Buyer filed its Answer and
Affirmative Defenses to that Complaint. (Doc. #24.) In its Third
and Fourth Affirmative Defenses, Buyer asserted that:

The Complaint is subject to dismissal for improper
venue, and Plaintiffs are not entitled to any relief
because the [Agreement] provides that the “determination
of the Neutral Auditor shall be conclusive, final and
binding upon the parties.”

[ . . . ]

Plaintiffs are not entitled to any relief in this
action because they have failed to satisfy conditions
precedent to commencing this action, including complying
with and exhausting the dispute resolution procedures
set forth in Section 7.15 of the [Agreement], and, to
the extent that the audit process set forth in the
[Agreement] is reviewable by the Court, completing the
same. Therefore, Plaintiffs’ claims are not ripe for
adjudication.

(Id. at 8.)
On October 4, 2023, Buyer filed a sealed motion for judgment
on the pleadings, asserting that Sellers “are barred from
adjudicating, in this Court, any claim that [Buyer] improperly
calculated EBITDA or the Earnout Payment and seeking damages based
on any alleged difference between [Sellers’] and [Buyer]’s
calculations.” (Doc. #53, p. 2.) The Court ultimately denied the
motion, concluding that the case as pled in the original Complaint
was only a “books and records” dispute and lacked any “allegations
challenging the determination of EBITDA.” (Doc. #123, pp. 8–9.)
A settlement conference held on December 2, 2024, was
unsuccessful. (Docs. ##126, 134.)
Sellers thereafter filed an Amended Complaint (Doc. #144),
which was superseded by the now-operative Second Amended Complaint
(“SAC”) (Doc. #146.) The SAC contains two counts, both alleging

breach of contract. Count I asserts that Buyers breached the
Agreement in four ways: (1) failing to deliver a timely
determination of EBITDA for the calculation of the Earnout Bonus;
(2) failing to provide Sellers reasonable access to Buyer’s records
for the purpose of determining EBITDA and Target EBITDA under the
Agreement and challenging Buyer’s determination of EBITDA; (3)
failing to calculate EBITDA properly using the same formula or
accounting principles used to determine Target EBITDA; and, (4)
failing to calculate the Earnout Bonus properly under the
Agreement. (Id., ¶ 67.) In Count I Sellers seek damages for
having not timely received a proper Earnout Bonus (Id., ¶ 68) and
damages for the determination of EBITDA and payment of the Earnout

Bonus. (Id., ¶ 70.)
In Count II, Sellers re-allege one of the breach of contract
claims alleged in Count I - failure to provide reasonable access
to books and records as required by the Agreement. Sellers seek
injunctive relief to compel Buyers to provide them with reasonable
access to Seller’s books and records, including “the original
documents from which any excel spreadsheet was created, relating
to the calculation of the Target EBITDA and calculation of the
EBITDA for purposes of the Earnout Payment.” (Id. at pp. 15-16,
“Wherefore” clause.)
II.
Buyer asserts that Count I must be dismissed because the

contract required Sellers to resolve the claimed breaches relating
to the EBITDA through the Neutral Auditor provision in Exhibit A.
Buyer further asserts that this results in both a lack of subject
matter jurisdiction and the failure to state a claim upon which
relief may be granted. While this Court does have subject matter
jurisdiction, Count I fails to state a claim upon which relief may
be granted and must be dismissed without prejudice.
A. Prior Court Order
As a preliminary matter, Buyer argues that Count I must be
dismissed because a prior Order of the Court stated that
“[p]lainly, the only ‘disagreement’ subject to the Neutral
Auditor’s review is the calculation of EBITDA.” (Doc. #123, p. 2.)

But this language addressed the original Complaint, which the Court
found did not assert an EBITDA calculation claim. Nothing in that
prior Order compels a particular result in the resolution of the
present motion addressing the current version of the complaint.
B. Subject Matter Jurisdiction
Buyer next relies on the Neutral Auditor provision of the
Agreement to support its assertion that the Court lacks subject
matter jurisdiction to resolve the dispute over the calculation of
the EBITDA. It is certainly true that without jurisdiction a
federal court “cannot proceed at all in any cause.” Johnson v.
United States Cong., 151 F.4th 1287, 1291 (11th Cir. 2025).
“Federal courts are courts of limited jurisdiction” that “possess

only that power authorized by the Constitution and statute.” Id.
Here, that subject matter jurisdiction is supplied by Article III
of the Constitution and the diversity jurisdiction statute found
at 28 U.S.C. § 1332. The Court therefore has jurisdiction to
consider the claims in the SAC.
C. Neutral Auditor Contractual Provision
While the Court has subject matter jurisdiction, parties are
able to contractually withdraw a dispute from judicial
determination. The parties have done so in their Agreement.
The parties agreed that, except for Section 5, the Agreement
“shall be governed by and construed in accordance with the internal
laws of the State of Delaware.” (Doc. #53-1, Sec. 7.3.) The

substantive law governing the relevant contractual disputes in
this case is therefore the law of Delaware.
Delaware law establishes that contracting parties are bound
by their contractual choices. See Nemec v. Shrader, 991 A.2d 1120,
1125 (Del. 2010) (“[W]e must [not] appease a party who later wishes
to rewrite a contract he now believes to have been a bad deal.
Parties have a right to enter into good and bad contracts” — “the
law enforces both”); Libeau v. Fox, 880 A.2d 1049, 1056–57 (Del.
Ch. 2005), aff’d in pertinent part, 892 A.2d 1068 (Del. 2006)
(“When parties have ordered their affairs voluntarily through a
binding contract, Delaware law is strongly inclined to respect
their agreement, and will only interfere upon a strong showing

that dishonoring the contract is required to vindicate a public
policy interest even stronger than freedom of contract. Such
public policy interests are not to be lightly found, as the wealth-
creating and peace-inducing effects of civil contracts are
undercut if citizens cannot rely on the law to enforce their
voluntarily-undertaken mutual obligations.”).
Under Delaware law, an alternative dispute resolution
provision may be enforced after careful consideration of and
deference to the precise methodologies chosen by the parties. See
Viacom Int’l, Inc. v. Winshall, 72 A.3d 78, 83 (Del. 2013)
(collecting cases); Mehiel v. Solo Cup Co., No. CIV.A. 1596-N,
2005 WL 3074723, at *1 (Del. Ch. Nov. 3, 2005), aff’d, 906 A.2d

806 (Del. 2006); see, generally ArchKey Intermediate Holdings Inc.
v. Mona, 302 A.3d 975, 992 (Del. Ch. 2023). Alternate dispute
resolution methodologies exist on a “spectrum,” with “classic” or
“legal” arbitration at one end and “expert determination” at the
other end. ArchKey, 302 A.3d at 990. Parties may tailor their
choice of methodology so that it falls somewhere in between and
borrows features from each. Id. at 990–91. Where a provision
falls on the spectrum triggers varying laws which displace a
court’s power. Terrell v. Kiromic Biopharma, Inc., 297 A.3d 610,
617 (Del. 2023).
In 2023, the Delaware Supreme Court found the following
guidance was “useful” in making the determination:

[T]he fundamental difference between an expert
determination and arbitration can be found in the type
and scope of authority that is being delegated by the
parties to the decision maker. In the case of a typical
expert determination, the authority granted to the
expert is limited to deciding a specific factual dispute
concerning a matter within the special expertise of the
decision maker, usually concerning an issue of
valuation. The decision maker’s authority is limited to
its mandate to use its specialized knowledge to resolve
a specified issue of fact. The parties agree that the
expert’s determination of the disputed factual issue
will be final and binding on them. The parties are not,
however, normally granting the expert the authority to
make binding decisions on issues of law or legal claims,
such as legal liability.
If the proceeding is an arbitration, this means that the
parties have intended to delegate to the decision maker
authority to decide all legal and factual issues
necessary to resolve the matter. The grant of authority
to an arbitrator, but not to an expert, is analogous to
the powers of a judge in a judicial proceeding. The
parties expect the arbitrator to rule on legal claims,
legal causes of action and to award a legal remedy, such
as damages or injunctive relief. The parties, by
agreeing to arbitration, are selecting a form of dispute
resolution that by its very definition is understood as
granting the decision maker the authority to make
binding decisions of both law and fact.
Terrell, 297 A.3d at 618. The Court also explained that “a
hallmark of expert determinations” is that they are “attended by
a larger measure of informality[,] and [that experts] are not bound
to the strict judicial investigation of an arbitration.” Id.
(quoting Penton Bus. Media Holdings, LLC v. Informa PLC, 252 A.3d
445, 463 (Del. Ch.), judgment entered, (Del. Ch. 2018)). See also
Terrell, 297 A.3d at 619 (concluding that an alternate dispute
resolution clause provided for expert determination when it “only

authorize[d] . . . a limited, albeit critical, legal determination
[and] d[id] not empower the . . . award[ing] [of] relief, as one
would expect in an arbitration”).
Here, the Neutral-Auditor provision clearly falls at or near
the expert determination end of the spectrum. As described above,
if there was a disagreement over the Earnout Payment, Exhibit A
provided a detailed, multi-step dispute resolution process: The
Buyer delivered its EBITDA determination to Sellers within sixty
(60) days of the end of the Earnout Period; Sellers were allowed
reasonable access to Buyers’ relevant books and records to verify
Buyer’s computation of the EBITDA; Sellers had thirty (30) days
after receiving Buyers’ EBITDA determination to submit a good faith

Notice of Disagreement with Buyer’s determination of EBITDA
setting forth in reasonable detail the basis for the disagreement;
Sellers and Buyer were then required to attempt in good faith to
resolve and finally determine the amount of EBITDA; if there was
no resolution of the disagreement within fifteen (15) days after
receipt of the notice of disagreement, the parties were required
to retain a Neutral Auditor to “resolve the disagreement and make
a determination with respect thereto.” Specifically, Section (d)
of Exhibit A provided:
. . . The Neutral Auditor shall then determine the EBITDA
and such determination by the Neutral Auditor shall be
binding upon the parties hereto, provided, however, that
EBITDA determined by the Neutral Auditor shall be no
greater than EBITDA determined by Seller and no less
than EBITDA determined by Buyer. The determination of
the Neutral Auditor shall be made as an expert and not
as an arbiter and shall be based solely on the written
submissions by Buyer and Seller and their respective
representatives and any other communication requested by
the Neutral Auditor, and the determination shall not be
by independent review. Buyer and Seller shall use their
commercially reasonable efforts to cause the Neutral
Auditor to complete its review thereof within fifteen
(15) days of its appointment. If such a review by a
Neutral Auditor is conducted, then the party (i.e.,
Buyer, on the one hand, or Seller, on the other hand)
whose calculation of EBITDA is furthest from EBITDA
determined by the Neutral Auditor shall pay all fees and
expenses of the Neutral Auditor associated with such
review.

(Doc. #53-1, p. 35.) The Auditor’s “determination . . . shall be
conclusive, final and binding.” (Id.)
D. Waiver of Neutral Auditor Provision
Sellers argue, however, that Buyer has “waived any right to
demand arbitration . . . as to the calculation of EBITDA . . . by
actively participating in this litigation, taking actions
inconsistent with the right to demand arbitration and otherwise
acting in a manner that would make arbitration inequitable.” (Doc.
#146, ¶ 62.) While an alternate dispute resolution provision can
be waived, the record does not support a waiver in this case.
The Eleventh Circuit has stated that “[o]ur waiver doctrine
is typically implicated when parties have ‘invoked the litigation
machinery’ before reversing course and claiming that arbitration
was the proper avenue all along.” Payne v. Savannah Coll. of Art
& Design, Inc., 81 F.4th 1187, 1201 (11th Cir. 2023), quoting
Gutierrez v. Wells Fargo Bank, NA, 889 F.3d 1230, 1236 (11th Cir.

2018) (alteration adopted and quotation omitted). Delaware law
also recognizes that an arbitration provision may be waived by
litigating. CSC Upshot Ventures I, L.P. v. Gandhi-Kapoor, 326
A.3d 369 (Del. 2024)(“This Court has identified three elements
that must be satisfied to support a finding of waiver: (1) there
must be a requirement or condition to be waived, (2) the waiving
party must know of the requirement or condition, and (3) the
waiving party must intend to waive that requirement or
condition.”)(citations omitted.)
From the start of the case (and before), Buyer has constantly
asserted that the Earnout Payment must be determined by the Neutral
Auditor. (Doc. #24, p. 8; Doc. #53, p. 2.) Judge Badalamenti

determined that Sellers’ original complaint gave “no basis” for
finding that their disagreement pertained to the “determination of
EBITDA.” (Doc. #123, p. 8.) Sellers concede that their Amended
Complaint (Doc. #146) “expanded Count I . . . to clearly seek
damages including the determination of EBITDA and the Earnout
Bonus.” (Doc. #150, p. 1.) Once that Amended Complaint was filed,
Buyer immediately filed a motion to dismiss. (Doc. #148.) Buyer
has consistently attempted to avoid
“the litigation machinery” in this case, which conduct is clearly
not indicative of waiver of the Neutral Auditor provision.
E. Neutral Auditor’s Authority Over Count I Claim/Relief
The next issue is whether the claim and requested relief in

Count I fall within the scope of the Neutral Auditor’s authority
as vested by the Agreement. Count I of the SAC alleges that Buyers
breached the Agreement in four ways: (1) failing to deliver a
timely determination of EBITDA for the calculation of the Earnout
Bonus; (2) failing to provide Sellers reasonable access to Buyer’s
records; (3) failing to calculate EBITDA properly; and (4) failing
to calculate the Earnout Bonus properly. (Doc. #146, ¶ 67.)
Sellers seek damages consisting of the Earnout Bonus (Doc. #146,
¶ 70) and damages for the delay in receiving a proper Earnout
Bonus. (Id., ¶ 68.)
Neither the components of the breach of contract claim nor
the requested damages are disputes which may properly be resolved

by the Court. The Agreement clearly requires the amount of the
EBITDA and the Earnout Payment to be determined by the Neutral
Auditor, and that determination is final and conclusive. Here,
all the alleged breaches of the Agreement fall within the purview
of the Neutral Auditor as components of determining the Earnout
Payment. See e.g. Stone v. Nationstar Mortgage LLC, 2020 WL
4037337 (Del. Ch. Jul. 6, 2018) (finding claims within the purview
of the expert independent accountant where they “involve[d]
critical inputs to the core determination that the Independent
Accountant must make[.]”); Belknap Holdings, LLC v. Midwest
Prototyping, LLC, 2024 WL 4441958, at *3-4 (Del. Super. Oct. 8,
2024) (finding disputes ancillary to the calculation of an earnout

payment including (1) qualifying sales, (2) qualifying customers,
and (3) qualifying revenue within the purview of the accounting
firm charged with calculating the earnout payment.); Alliant
Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P, 2015 WL
1897659, at *11 (Del. Super. Jan. 31, 2020) (finding that disputes
regarding accounting methodology were appropriately for the expert
because “the parties would not have selected an [independent
accounting firm] to serve as an ‘expert’ if all they wanted that
firm to do was to engage in a bean-counting exercise.”).
F. Count II of SAC
Buyer’s Motion to Dismiss does not address Count II, which
seeks an injunction compelling reasonable access to Buyer’s books

and records pursuant to Exhibit A. Count II seems problematic to
the Court for several reasons. First, the only basis for the
claimed injunctive relief - the alleged failure to comply with the
contractual provision governing access to records for the
calculation of the EBITDA amount – has now been determined to be
an issue for the Neutral Auditor. Second, under Delaware law the
ordinary remedy for breach of contract is an award of damages, and
injunctive relief may not be available. Third, even if the issue
was for the Court and injunctive relief is an available remedy,
the matter appears to be moot because Sellers have now received
access to all the books-and-records required by the Agreement.1
Purpose Built Fams., 95 F.4th at 1352 (explaining that mootness

occurs when “later events deprive the court of the power to grant
meaningful relief”). The Court will direct the parties to advise
the Court as to their views of the status of Count II.
Accordingly, it is now
ORDERED:
1. Defendant PetVet Operating, LLC, f/k/a PetVet Care Centers
(Fla.), LLC’s Amended Motion to Dismiss (Doc. #148) is

1 The Court has ordered Buyer to produce, inter alia: (1) “[a]ll
documents relating to the calculation of Target EBITDA,” (Doc.
#105, ¶ 1.a; Doc. #85, p. 12); (2) “[a]ll financial reports,
financial statements, attachments, schedules, supporting
documents, and other preparatory workpapers used to calculate
Target EBITDA of $1,390,420,” (Doc. #105, ¶ 1.b; Doc. #85, p. 13);
(3) subject to certain parameters, “[e]lectronic backup of or
electronic access to QuickBooks, QuickBooks Online, Sage, Quicken
or any other electronic bookkeeping, accounting or financial
recordkeeping software programs maintained by or on the Business’
behalf, together with any applicable password(s), if password
protected, (Doc. #105, ¶ 1.c; Doc. #85, p. 15); (4) subject to
certain parameters, “[a]nnual . . . and monthly [purchase] and
sales journals, revenue journals, [inventory reports,] or other
records, specific to the operations of the Business substantiating
revenues from sales, services, [inventory purchases,] and any
other sources, from January 2020 through present date, printed in
pdf format and then also exported to Excel, reflecting dates of
service, client/customer names, services or sales amounts, payment
details, services provided, cost associated with service,
[purchase dates, vendor names, quantity, cost, payment details,
usage dates,] Entered/Last Modified detail, account split detail,
and with expanded columns to ensure all information is legible,”
(Doc. #105, ¶ 1.d; Doc. #85, pp. 16–17); (Doc. #105, ¶ 1.e; Doc.
#85, p. 17.)
GRANTED.
2. Count I of Plaintiffs Wendella69, Inc. f/k/a/ Sw. Fla.
Veterinary Specialists, Inc., Wendy G. Arsenault, and
Michael J. Arsenault’s Second Amended Complaint (Doc. #146)
is DISMISSED WITHOUT PREJUDICE.
3. The parties shall advise the Court within TEN (10) DAYS of
the date of this Opinion and Order as to their views as to
the status of Count II.
DONE AND ORDERED at Fort Myers, Florida, this 24th day of
October 2025.

— OL
adi EF. STEELE
SHNIOR UNITED STATES DISTRICT JUDGE
Copies: Parties of record

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11177275. Public record. Not legal advice.