BOCA RATON, FL — A Boca Raton restaurant sale has landed in Palm Beach County Circuit Court, with the former owner suing the buyer over $132,498.93 in sale proceeds held in escrow, according to a complaint filed July 8, 2026.
FGM, LLC v. Holy Meal LLC and Edgar A. Benes, P.A., Case No. 502026CA007643XXXAMB, was filed in the 15th Judicial Circuit in and for Palm Beach County by the Boca Raton law firm Graner Platzek & Allison, P.A. The complaint identifies FGM as the Florida limited liability company that formerly held all membership interests in Asia Fountains, LLC, a restaurant operating from Suites 101 and 103 at 7600 West Camino Real in Boca Raton. The two suites are leased from Boca Medical Plaza, LLC, according to the complaint.
The complaint states that on March 24, 2026, FGM and Holy Meal entered into a Membership Interest Purchase Agreement for the sale of 100 percent of the membership interests in Asia Fountains for a total purchase price of $150,000. The transaction closed on April 16, 2026, when the parties executed a Post-Closing Agreement providing that $132,498.93 in net proceeds otherwise due to FGM would be held in escrow by Boca Raton attorney Edgar A. Benes, according to the complaint.
Under the Post-Closing Agreement, the filing says, the escrowed funds were to be released to FGM once the seller delivered either written landlord consent to the transfer or written confirmation from the landlord that consent was not required. The complaint alleges that condition was included based on a mistaken belief that landlord consent was required for a transfer of the seller's membership interest in the tenant entity, and that the leases in fact require the landlord's consent only for an assignment of the leases or a sublease.
According to the complaint, shortly after the closing, Holy Meal performed unauthorized construction at the premises and broke through demising walls into the leased premises of an adjacent tenant. The lawsuit alleges that conduct constituted trespass, interfered with the adjacent tenant's quiet use and enjoyment, and violated multiple provisions of the leases, including sections restricting alterations without landlord consent, requiring permits before any alteration, and prohibiting nuisance or interference with other tenants.
The complaint alleges the landlord was prepared to provide written confirmation to satisfy the release condition but for the alleged construction-related breaches. It further alleges that the landlord later solicited and accepted a Tenant Estoppel Certificate signed by Asia Fountains under its new ownership, in connection with a broader sale of the project and related mortgage financing being placed with City National Bank of Florida, and that this acceptance itself qualifies as consent to the transfer.
FGM's counsel sent Holy Meal and the escrow agent a formal Release Notice on May 19, 2026, and a second one on June 1, 2026, according to the complaint. An exhibit to the complaint shows Holy Meal replied by email the same day the first notice was sent, writing that the escrow agent should not release any money until a signed lease transfer to Holy Meal was in place, and stating that the buyer had fixed a problem with the room and that a property manager had confirmed the space was returned to its original condition. The complaint alleges that response failed to set forth a good-faith basis for objection under the agreement's procedures, and further alleges Holy Meal delivered no objection at all to the June 1 notice.
The lawsuit brings two counts. Count I seeks a declaratory judgment under Chapter 86 of the Florida Statutes, asking the court to declare that FGM is entitled to the escrowed funds and to direct the escrow agent to release them. Count II alleges Holy Meal breached the Post-Closing Agreement and the implied covenant of good faith and fair dealing.
The complaint seeks the $132,498.93 held in escrow, prejudgment and post-judgment interest, and attorneys' fees and costs under the prevailing-party provision in the Post-Closing Agreement. The complaint names Edgar A. Benes, P.A. as a defendant solely in its capacity as stakeholder of the disputed funds and expressly states no wrongdoing is alleged against the escrow agent.
The filing reviewed by Boca Post does not include a response filed in court by either defendant. The case is newly filed and remains pending civil court review.
Boca Post tracks civil litigation filed in Palm Beach County courts as part of its ongoing legal coverage. Readers can explore recent cases in our Boca Raton lawsuits coverage.
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