Anderson v. Talentsy, Inc.
| Decision Date | 04 April 2022 |
| Docket Number | Case No: 2:21-cv-724-JLB-MRM |
| Citation | 599 F.Supp.3d 1207 |
| Parties | Kyle ANDERSON, Michael Robinson, and Talentsy LLC, Plaintiffs, v. TALENTSY, INC., Jake William Jones, and Samai Phong Jones, Defendants. |
| Court | U.S. District Court — Middle District of Florida |
Alec R. Shelowitz, John Cody German, Cole, Scott & Kissane, P.A., Miami, FL, for Plaintiffs.
Sujey Scarlett Herrera, Reed Smith, LLP, Miami, FL, Arman Matevosyan, Pro Hac Vice, Matevosyan Law Firm, Glendale, CA, for Defendants.
Defendants Talentsy, Inc., Jake William Jones, and Samai Phong Jones move to dismiss (Doc. 19) the complaint of Plaintiffs Kyle Anderson, Michael Robinson, and Talentsy LLC (Doc. 1). Defendants contend dismissal is necessary because the Court lacks personal jurisdiction over them. Alternatively, Defendants argue the Court should dismiss the Complaint because it fails to state a claim upon which relief may be granted. Plaintiffs oppose the motion. (Doc. 26.)
After careful review of the parties’ pleadings and filings, the Court concludes that it lacks personal jurisdiction over Defendants. Accordingly, Defendants’ motion is GRANTED , and Plaintiffs’ claims are DISMISSED without prejudice to Plaintiffs re-filing in a forum where personal jurisdiction exists.
This case is about an internet content business partnership gone wrong. Plaintiffs allege they partnered with Jake Jones ("Mr. Jones") to create and grow a business called Talentsy LLC (a Florida limited liability company), to become a Multi-Channel Network on YouTube that would scout, recruit, and "sign" individual content creators, bring new views to the platform, and reap a percentage of the consequent ad revenue. (Doc. 1 at ¶¶ 2, 5, 6, 19, 24, 26, 27.)
But when it came time to execute the deal with YouTube, Mr. Jones allegedly cut Plaintiffs out and switched the company name on the contract from "Talentsy LLC" to "Talentsy, Inc.," a Delaware corporation. (Doc. 1 at ¶¶ 2, 7, 37, 61, 67.)
Plaintiffs’ four-count Complaint alleges Breach of Fiduciary Duty against Mr. Jones (Count I), Unjust Enrichment against Talentsy, Inc. (Count II), and Aiding and Abetting Breach of Fiduciary Duty against Mr. Jones and Samai Jones (Mrs. Jones), who are married, (Count III). In Count IV, Plaintiffs seek a declaratory judgment against Talentsy, Inc.
Defendants challenge the Complaint both for lack of personal jurisdiction under Federal Rule of Civil Procedure 12(b)(2), and for failure to state a claim upon which relief can be granted under Federal Rule of Civil Procedure 12(b)(6). (Doc. 19.) Because "[a] court without personal jurisdiction is powerless to take further action," Posner v. Essex Ins. Co., 178 F.3d 1209, 1214 n.6 (11th Cir. 1999) (per curiam), the Court will first consider Defendants’ personal jurisdiction argument.
When considering a motion to dismiss for lack of personal jurisdiction, a court must accept the facts alleged in the complaint as true, "to the extent they are uncontroverted by defendant's affidavits or deposition testimony." Morris v. SSE, Inc., 843 F.2d 489, 492 (11th Cir. 1988). If the evidence conflicts, the court must draw all reasonable inferences in favor of the plaintiff. Id. When "the defendant challenges jurisdiction by submitting affidavit evidence in support of its position, the burden traditionally shifts back to the plaintiff to produce evidence supporting jurisdiction." United Techs. Corp. v. Mazer, 556 F.3d 1260, 1274 (11th Cir. 2009) (internal quotation marks and citations omitted).
Determining whether a court may exercise personal jurisdiction over a non-resident defendant involves a two-part inquiry. Id. First, the court must determine whether the state's long-arm statute confers jurisdiction over the defendant. Id. Next, the court must determine whether exercising jurisdiction satisfies due process under the Fourteenth Amendment. Id.
The reach of Florida's long-arm statute is a question of Florida state law, and this Court must adhere to decisions of the Florida Supreme Court and Florida's District Courts of Appeal. Id. But if the Florida Supreme Court is silent and Florida's District Courts of Appeal are split, this Court may defer to the Eleventh Circuit's view. See Posner, 178 F.3d at 1216–17.
Due process requires a non-resident defendant to have "certain minimum contacts" with the forum state, "such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Int'l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945) (internal quotation marks and citation omitted). "[F]ederal courts are duty bound to avoid a constitutional question if answering the question is unnecessary to the adjudication of the claims at hand." PVC Windoors, Inc. v. Babbitbay Beach Const., N.V., 598 F.3d 802, 807 (11th Cir. 2010). Accordingly, the Court will begin its jurisdictional analysis with application of Florida's long-arm statute to Defendants.
Florida's long-arm statute provides for both specific and general jurisdiction. Guarino v. Mandel, 327 So. 3d 853, 861 (Fla. 4th DCA 2021). "Specific jurisdiction requires a showing that the alleged activities or actions of the defendant are directly connected to the forum state." Id. (citation and internal quotation marks omitted). "General jurisdiction, on the other hand, requires a showing that the defendant's connections with the forum state are so substantial that it is unnecessary to establish a relationship between this state and the alleged wrongful actions." Id. (citations and internal quotation marks omitted).
Because Plaintiffs have not shown that Defendants’ connections with Florida are substantial enough to establish general jurisdiction,2 the Court will consider whether the Complaint's allegations show that Defendants’ actions are directly connected to Florida and therefore establish specific jurisdiction. The portion of Florida's long-arm statute relevant to that analysis provides:
The Court must first determine whether the long-arm statute applies. "[A] motion to dismiss a tort claim for lack of personal jurisdiction under Florida's Long-Arm Statute does not require a full-scale inquiry into whether the defendant committed a tort." Brennan v. Roman Cath. Diocese of Syracuse N.Y., Inc., 322 F. App'x 852, 855 (11th Cir. 2009) (per curiam). But the Court must determine "whether the allegations of the complaint state a cause of action." PVC Windoors, Inc., 598 F.3d at 808 (citations omitted). Accordingly, the Court will first evaluate the Complaint's allegations to determine whether they state causes of action for breach of fiduciary duty, unjust enrichment, and aiding and abetting breach of fiduciary duty.
"The elements of a claim for breach of fiduciary duty are: the existence of a fiduciary duty, and the breach of that duty such that it is the proximate cause of the plaintiff's damages." Gracey v. Eaker, 837 So. 2d 348, 353 (Fla. 2002).
Plaintiffs allege Mr. Jones was an owner, officer, and director of Talentsy LLC and owed Plaintiffs fiduciary duties of loyalty and good faith. (Doc. 1 at ¶ 71.) Mr. Jones allegedly breached those duties by diverting corporate opportunities from Plaintiffs and pursuing them himself, and "deeming Plaintiffs’ equity interests in the company ... non-existent." (Id. at ¶ 72.) Finally, as a direct and proximate result of those breaches, Plaintiffs allege they lost opportunities and revenue. (Id. at ¶ 73.)
These factual allegations state a cause of action for breach of fiduciary duty. See Taubenfeld v. Lasko, 324 So. 3d 529, 539–40 (Fla. 4th DCA 2021) (). The Eleventh Circuit instructs courts to construe the tortious act provision of the Florida long-arm statute broadly and to apply it "to defendants committing tortious acts outside the state that cause injury in Florida." Posner, 178 F.3d at 1216–17 (applying then Fla. Stat. § 48.193(1)(b) ).
Plaintiffs Kyle Anderson and Talentsy LLC were injured in Florida by Mr. Jones's alleged tortious conduct. Given the Eleventh Circuit's broad application of the tortious act provision, Florida's long-arm statute applies to Mr. Jones.
"The elements of a cause of action for unjust enrichment are: (1) plaintiff has conferred a benefit on the defendant, who has knowledge thereof; (2) defendant voluntarily accepts and retains the benefit conferred; and (3) the circumstances are such that it would be inequitable for the defendant to retain the benefit without first paying the value thereof to the plaintiff." Duty Free World, Inc. v. Miami Perfume Junction, Inc., 253 So. 3d 689, 693 (Fla. 3d DCA 2018) (citations and quotation marks omitted). And as to the first element, the Supreme Court of Florida has explained that "the plaintiff must directly confer a benefit to the defendant." Kopel v. Kopel, 229 So. 3d 812, 818 (Fla. 2017) (emphasis added and citation omitted).
In Count II, Plaintiffs allege that Talentsy, Inc. has benefited from the income generated from Mr. Jones's breach of fiduciary duty (Doc. 1 at ¶ 75), that the knowledge of Talentsy, Inc.’s agent (Mr. Jones) can be imputed to it, such that it knowingly accepted the benefit of Mr. Jones's breach (id. at ¶ 76), and that...
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