Woodard-CM, LLC v. Sunlord Leisure Products, Inc
1:20-cv-23104
S.D. Fla.Feb 11, 2022Background
- Woodard-CM settled prior trademark/copyright litigation with Sunlord; the Settlement Agreement barred Sunlord and related parties from using or selling Woodard's "Enjoined Marks/Designs."
- Woodard amended its complaint to add Pfahl and Pfahl Enterprises, alleging they were part of a scheme (the "Mallin Program") to replicate and sell knockoffs of Woodard’s Mallin designs to retailers, including in Florida.
- Allegations against Pfahl include sharing Mallin product specifications, promoting replicas at a trade show, coordinating sales to Florida customers (e.g., Zing Patio), and using shell entities to route payments.
- Pfahl and Pfahl Enterprises moved to dismiss Counts 19 (breach), 20–21 (tortious interference), 22–24 (civil conspiracy), and 26 (declaratory judgment) under Rule 12(b)(6).
- The magistrate judge recommended: grant dismissal of the breach claim (Count 19) and conspiracy-to-breach (Count 24) with prejudice; dismiss declaratory relief (Count 26) without prejudice; deny dismissal of tortious interference (Counts 20–21) and related conspiracy claims (Counts 22–23).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract (Count 19) | Settlement references non-parties and affiliates; Pfahl is bound via incorporation/other principles. | Pfahl not a signatory; non-signatories cannot be bound merely by reference; agency does not create independent liability. | Dismissed with prejudice — non-signatories not bound here; plaintiff failed to allege basis to bind Pfahl. |
| Tortious interference (Counts 20–21) | Pfahl knowingly joined scheme: shared specs, solicited retailers, attended meetings/trade show, sold replicas to Florida customers. | Complaint lacks specific allegations that Pfahl knew of the Settlement or specific customer contracts. | Survives — allegations suffice at pleading stage; knowledge need not be pleaded with heightened specificity. |
| Civil conspiracy (Counts 22–24) | Defendants agreed to interfere and breach; overt acts in furtherance (manufacture, marketing, sales, payment routing). | Conspiracy claims fail if underlying torts/contracts fail. | Counts 22–23 (conspiracy to interfere) survive; Count 24 (conspiracy to breach) dismissed with prejudice (no underlying actionable breach; breach alone cannot sustain conspiracy). |
| Declaratory judgment (Count 26) | Seeks declaration that Pfahl violated the Settlement and Woodard’s remedies. | No justiciable controversy as breach claim against Pfahl was not plead. | Dismissed without prejudice for lack of an actionable breach; no ripe controversy. |
Key Cases Cited
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (courts need not accept legal conclusions; plausibility pleading standard)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (complaint must plead factual content permitting plausible inference of liability)
- Sun Life Assurance Co. v. Imperial Premium Fin., LLC, 904 F.3d 1197 (11th Cir. 2018) (plaintiff need not plead defendants’ knowledge of contracts with particularity for tortious interference)
- United Techs. Corp. v. Mazer, 556 F.3d 1260 (11th Cir. 2009) (civil conspiracy requires an underlying actionable tort; contract breach alone generally insufficient)
- Whetstone Candy Co. v. Kraft Foods, Inc., 351 F.3d 1067 (11th Cir. 2003) (a contract generally does not bind non-parties)