446 F.Supp.3d 1073
S.D. Fla.2020Background
- Related international companies used the ARGOS trade name and shared the argosgps.com domain; family members Luciana (Plaintiff/Argos USA) and Fabio (Defendant) controlled different Argos entities.
- In late 2017–early 2018, Cosmo (Luxembourg company owned by Fabio’s wife) took operational control of Argos France; Plaintiffs allege a verbal sale to Cosmo for $85,400 with payment to be made in Miami, while Defendants produced a written SPA purporting to select Luxembourg as forum.
- In 2018 Fabio formed Argos Indiana (Defendant); Plaintiffs allege Defendants diverted business, copied an ERP database, confused customers and used the ARGOS marks to compete, harming Argos USA in Florida.
- Defendants moved to dismiss for lack of personal jurisdiction (Fed. R. Civ. P. 12(b)(2)), improper venue, and failure to state a claim (12(b)(6)). Plaintiffs opposed and submitted affidavits and documents.
- The Court found no general or specific jurisdiction over Fabio and Argos Indiana (tort claims) but found specific jurisdiction over Cosmo for the breach/rescission contract claims (Counts VI–VII) and denied 12(b)(6) as to those contract claims; other tort/FDUTPA/interference claims against Cosmo were dismissed without prejudice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether court has general personal jurisdiction over Fabio and Argos Indiana | Defendants’ Florida bank account and business contact (OIA Global) show substantial, not isolated activity | Contacts are insufficient under Daimler; not incorporated or PPB in Florida; contacts are minimal | No general jurisdiction over Fabio or Argos Indiana; motion granted as to those defendants |
| Whether court has specific personal jurisdiction over defendants for tort claims (Lanham Act, FDUTPA, tortious interference) | Defendants purposefully directed conduct at Florida (website visible here, customer confusion, diverted contracts, ERP copying causing injury in Florida) | Most conduct occurred outside Florida, contacts with Florida are random/attenuated; website alone insufficient; OIA Global link is incidental | No specific jurisdiction for tort claims; due process not satisfied; claims dismissed without prejudice for lack of jurisdiction |
| Whether court has specific personal jurisdiction over Cosmo for contract claims (breach of verbal sale of Argos France; rescission) | Sale was negotiated with communications into Florida; payment was to be made in Miami; Cosmo purposefully directed negotiations and performance to Florida | Argues written SPA (with Luxembourg forum clause) governs; Cosmo is passive purchaser and lacks Florida contacts | Specific jurisdiction over Cosmo for contract claims exists; long‑arm and due process satisfied as to Counts VI–VII; motion denied as to those counts |
| Whether Plaintiffs state contract claims (12(b)(6)) against Cosmo | Alleged formation of verbal agreement, mutual obligations, payment, and breach; alternatively, rescission alleged | Defendants assert written SPA controls and/or no enforceable oral agreement | Court denied 12(b)(6) dismissal as to breach and rescission (Counts VI–VII); Plaintiffs may amend complaint to clarify parties and citizenship |
Key Cases Cited
- Daimler AG v. Bauman, 571 U.S. 117 (general jurisdiction requires defendant to be essentially "at home" in the forum)
- Walden v. Fiore, 571 U.S. 277 (plaintiff’s injury in forum is not enough; defendant’s own forum-directed conduct required)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (minimum contacts and reasonableness factors for specific jurisdiction)
- Calder v. Jones, 465 U.S. 783 (intentional torts aimed at the forum can support jurisdiction under the "effects" test)
- Diamond Crystal Brands, Inc. v. Food Movers Int’l, Inc., 593 F.3d 1249 (look to substance of contractual relationship: negotiations, future consequences, terms, course of dealing)
- Oldfield v. Pueblo De Bahia Lora, S.A., 558 F.3d 1210 (standards for specific jurisdiction and purposeful availment)
- Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989 (consider what beyond the contract is needed to satisfy minimum contacts)