217 So. 3d 1034
Fla. Dist. Ct. App.2017Background
- C3 (cloud services) sued Host (infrastructure provider) and Host counterclaimed; C3 counterclaimed against Host, Host’s CEO Jeffrey Davis, and Host’s outside counsel Tobin. The only claim against Davis alleged civil conspiracy to breach C3–Host contract.
- Allegations: Davis, as Host’s CEO, caused Host to omit invoicing C3, made C3 delinquent, contacted C3’s clients threatening disconnection, and demanded an accelerated payoff to extort C3 or force a new contract.
- C3 alleged Davis benefitted (e.g., increased compensation) and acted to harm C3 and acquire its clients.
- Davis moved to dismiss the conspiracy claim invoking the intra‑corporate conspiracy doctrine; the trial court dismissed the claim with prejudice.
- On appeal, the court reviewed dismissal de novo, considered the intra‑corporate doctrine and its “personal stake” exception, and evaluated whether dismissal with prejudice was proper without leave to amend.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether intra‑corporate conspiracy doctrine bars conspiracy claim against CEO who allegedly conspired with corporation and its agent | C3: doctrine is an affirmative defense; complaint need not plead around it | Davis: doctrine precludes a corporation and its officer from conspiring absent a personal stake | Held: Doctrine applies and precluded the conspiracy claim as pleaded because no distinct personal stake alleged |
| Whether C3 adequately alleged Davis had a personal stake separate from Host’s interest | C3: alleged personal benefit (increased compensation) and intent to harm C3 | Davis: alleged benefits were incidental and acts were within CEO role | Held: Allegations showed only incidental benefits; they did not plead a separate personal stake |
| Whether requiring pleading of a personal stake improperly shifts burden to plaintiff (i.e., doctrine is affirmative defense) | C3: issue is affirmative defense; should not be required at pleading stage | Davis: doctrine negates an essential element (multiplicity of actors), not an affirmative defense | Held: Court treated doctrine as negating an element (no heightened pleading standard) and requiring facts showing two or more actors |
| Whether dismissal with prejudice was proper without leave to amend | C3: should be permitted to amend to allege additional facts | Davis: dismissal proper because complaint failed to state claim | Held: Dismissal with prejudice was abuse of discretion; remanded for opportunity to amend; if unable to plead sufficient facts, then dismiss with prejudice |
Key Cases Cited
- Richard Bertram, Inc. v. Sterling Bank & Trust, 820 So.2d 963 (Fla. 4th DCA 2002) (recognizing intra‑corporate conspiracy doctrine and personal‑stake exception)
- Lipsig v. Ramlawi, 760 So.2d 170 (Fla. 3d DCA 2000) (describes requirement that agent have a personal stake separate from corporation)
- McAndrew v. Lockheed Martin Corp., 206 F.3d 1031 (11th Cir. 2000) (discusses intra‑corporate conspiracy origins and exceptions)
- Dickerson v. Alachua County Commission, 200 F.3d 761 (11th Cir. 2000) (explains agency attribution and impossibility of single legal actor conspiring with itself)
- Cedar Hills Props. Corp. v. E. Fed. Corp., 575 So.2d 673 (Fla. 1st DCA 1991) (holds agent must have separate personal stake to conspire with corporation)
- Cedric Kushner Promotions, Ltd. v. King, 533 U.S. 158 (U.S. 2001) (declines to apply intra‑corporate doctrine to RICO claims)