Euclid Turnaround Opportunity Fund LP v. Amerant Equipment Finance, et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
Case No. 25-cv-20647-BLOOM/Elfenbein
EUCLID TURNAROUND OPPORTUNITY
FUND LP,
Plaintiff,
v.
AMERANT EQUIPMENT FINANCE, et al.,
Defendants.
_________________________/
ORDER ON MOTION TO DISMISS SB DEFENDANTS’ COUNTERCLAIMS
THIS CAUSE is before the Court upon Plaintiff Euclid Turnaround Opportunity Fund,
LP’s (“Euclid”) Motion to Dismiss the SB Defendants’ Counterclaims, ECF No. [275] (“Motion”).
Defendants SB Ecliptica, LLC; Truewind Management, LLC; America1 Industries, LLC;
America1 Holdings, LLC; and Sergei Bratushev (collectively, the “SB Counterclaimants”) filed a
First Amended Answer, Affirmative Defenses, Counterclaims, and Crossclaims. ECF No. [269]
(“First 	Amended 	Counterclaim”). 	Euclid 	moves 	to 	dismiss 	SB 	Counterclaimants’
Counterclaims—tortious interference with a contract (Count I) and abuse of process (Count II).
See ECF No. [275]. SB Counterclaimants filed a Response, ECF No. [285], to which Euclid filed
a Reply, ECF No. [300]. The Court has considered the Motion, the Response, the Reply, the record,
applicable law, and is otherwise fully advised. For the reasons that follow, Euclid’s Motion is
granted.
I. 	BACKGROUND
The Court assumes the parties’ familiarity with the case and provides only the background
necessary to resolve the instant Motion.
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This case arises from the transfer of a distressed commercial debt—specifically, two
promissory notes (the “Notes”)—issued by Amerant Bank, N.A. (“Amerant”) to Alliance Metals,
LLC (“Alliance Metals”) to finance the acquisition, installation, and operation of heavy industrial
equipment at Alliance Metals’ aluminum smelting operations facility in Alabama. ECF No. [269].
The First Amended Counterclaim alleges that in 2024 Amerant entered into negotiations with SB
Ecliptica regarding SB Ecliptica’s purchase of the Notes. Id. Amerant prepared and transmitted a
Loan Sale and Assignment Agreement (“SB Assignment Agreement”) and represented it was a
binding agreement for the sale and transfer of the Notes to SB Ecliptica. Id. The SB Assignment
Agreement expressly represented and warranted that execution and performance of the Agreement
would not breach any other agreement and that Amerant had not previously transferred or
committed to transfer any interest in the Notes. Id. Amerant also expressed that it had full authority
to sell the Notes and there was no impediment to the transaction. Id. at 34. SB Ecliptica executed
the SB Assignment Agreement on about January 16, 2025, and paid a total of $3,500,000 to
Amerant. Id. at 34. Amerant accepted the funds. Id. SB Ecliptica satisfied all contractual conditions
required to effectuate the transfer of the Notes. Id.
The First Amended Counterclaim alleges that Euclid engaged in separate and independent
negotiations with Amerant regarding the potential acquisition of the Notes, but the negotiations
did not result in a completed transaction. Id. at 35. Amerant never executed or delivered an
assignment transferring ownership of the Notes to Euclid, and Euclid never acquired possession,
custody, or control of the Notes. Id. SB Counterclaimants allege that Euclid undertook independent
efforts to interfere with Amerant and SB Ecliptica’s transaction and to assert influence over
Alliance Metals and its operations. Id. Those efforts included direct communications with
Amerant’s and Alliance Metals’ personnel, attempts to secure access to Alliance Metals’ facility
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and collateral, and payment of consulting fees to Alliance Metals’ plant manager in connection
with Euclid’s efforts to obtain operational control over Alliance Metals and position itself as the
effective successor creditor. Id.
After SB Ecliptica tendered the full agreed purchase price and fully performed the
contractual obligations under the SB Assignment Agreement, Euclid initiated litigation asserting
claims for conversion, aiding and abetting conversion, tortious interference, and declaratory relief
against Amerant, the Alliance Defendants, and SB Counterclaimants, alleging that SB Ecliptica’s
purchase of the Notes was unlawful. Id. at 35-36. Euclid’s First and Second Amended Complaints
sought specific performance of its purported agreement with Amerant, arguing that the Notes and
collateral were unique and essential to Euclid’s intended business strategy. Id.
The First Amended Counterclaim alleges that Euclid’s argument for specific performance
confirms that Euclid had not obtained ownership or possession of the Notes and required judicial
intervention to attempt to obtain such rights. Id. Euclid also filed an Expedited Motion for
Temporary Restraining Order and Preliminary Injunction (“Motion for TRO”) to prevent Amerant
and others from transferring, enforcing, or exercising their rights under the Notes and collateral.
Id. Euclid sought this extraordinary relief even though it never tendered the full purchase price,
never received an executed assignment, and never acquired ownership or possessory rights in the
Notes. Id. SB Counterclaimants allege Euclid sought judicial intervention not to preserve existing
rights but to prevent SB Counterclaimants from exercising their lawful rights. Id.
Prior to the Court’s ruling on the Motion for TRO, Euclid entered into a Joint Stipulation
with Amerant, which imposed restraints affecting the Notes and collateral, including restricting
Amerant’s ability to transfer, enforce, or otherwise exercise rights concerning the Notes and
collateral. Id. SB Counterclaimants did not consent to the Joint Stipulation, and Amerant had
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already accepted payment for the sale of the Notes to SB Counterclaimants. Id. at 37. After the
Joint Stipulation, Euclid withdrew its Motion for TRO. Id. Euclid has continued to prosecute its
claims for conversion, aiding and abetting conversion, and declaratory relief despite previously
acknowledging that it did not possess the Notes and stipulating to facts inconsistent with such
claims. Id. Euclid’s Corrected Fourth Amended Complaint no longer seeks specific performance
of the purported agreement with Amerant. Id. SB Counterclaimants allege Euclid continues to
prosecute the case despite abandoning its claim for specific performance in order to impair SB
Counterclaimants’ rights and to obtain leverage over the Notes and collateral. Id.
As relevant to this Motion, SB Counterclaimants’ First Amended Counterclaim asserts two
counts: tortious interference with contract by SB Ecliptica against Euclid (Count I) and abuse of
process brought by SB Counterclaimants against Euclid (Count II). ECF No. [269] at 38-44. In the
Motion, Euclid argues that both Counts must be dismissed because Florida’s litigation privilege
bars the claims, and SB Counterclaimants have not alleged facts sufficient to state a claim for
tortious interference with contract or for abuse of process. ECF No. [275]. SB Counterclaimants
respond that the litigation privilege does not apply because Euclid has abandoned the claim that
justified the Joint Stipulation, and Count I and Count II allege facts sufficient to state their claims.
ECF No. [285].
II. LEGAL STANDARD
“A motion to dismiss a counterclaim pursuant to Federal Rule of Civil Procedure 12(b)(6)
is evaluated in the same manner as a motion to dismiss a complaint.” Geter v. Galardi S. Enters.,
Inc., 43 F. Supp. 3d 1322, 1325 (S.D. Fla. 2014) (quoting Great Am. Assur. Co. v. Sanchuk, LLC,
No. 8:10–cv–2568–T–33AEP, 2012 WL 195526, at *2 (M.D. Fla. Jan. 23, 2012)). “To survive a
motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a
claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting
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Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). Indeed, a pleading in any civil action must
contain “a short and plain statement of the claim showing that the pleader is entitled to relief.” Fed.
R. Civ. P. 8(a)(2). Although these standards do not require detailed factual allegations, a
“formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555.
Nor can a complaint rest on “‘naked assertion[s]’ devoid of ‘further factual enhancement.’” Iqbal,
556 U.S. at 678 (quoting Twombly, 550 U.S. at 557).
“[O]nly a [counterclaim] that states a plausible claim for relief survives a motion to
dismiss.” Iqbal, 556 U.S. at 679 (citing Twombly, 550 U.S. at 556). To satisfy this “plausibility
standard,” a counter plaintiff must “plead[ ] factual content that allows the court to draw the
reasonable inference that the [counter] defendant is liable for the misconduct alleged.” Id. at 678
(citing Twombly, 550 U.S. at 556). On a motion to dismiss, the court construes the complaint in
the light most favorable to the counter plaintiff and takes the factual allegations as true. See Brooks
v. Blue Cross & Blue Shield of Fla., Inc., 116 F.3d 1364, 1369 (11th Cir. 1997). “The motion may
be granted only if, viewing the pleaded facts in the light most favorable to the counter-claimant,
no set of facts in support of the claim would entitle [the] counter-claimant[ ] to relief.” Fabricant
v. Sears Roebuck, 202 F.R.D. 306, 308 (S.D. Fla. 2001). On a Rule 12(b)(6) motion, the movant
bears the burden of showing entitlement to dismissal. See Gunn v. Cont’l Cas. Co., 968 F.3d 802,
806 (7th Cir. 2020) (“It is the defendant’s burden to establish the complaint’s insufficiency.”).
III. 	DISCUSSION
Euclid argues that SB Counterclaimants’ Counterclaims fail as a matter of law and must
be dismissed. ECF No. [275]. Both claims are barred by Florida’s litigation privilege because the
conduct underlying the claims concerns this case and a related case pending in state court. Id.
Count I should also be dismissed because SB Counterclaimants fail to adequately allege that Euclid
used improper means or that they suffered cognizable damages. Id. Count II should also be
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dismissed because SB Counterclaimants do not allege Euclid used the judicial process for an
improper 	purpose. 	Id. 	SB 	Counterclaimants 	respond 	that 	the 	conduct 	underlying 	their
Counterclaims arises from Euclid’s Joint Stipulation with Amerant, which is not covered by the
litigation privilege, and they have alleged facts to establish the elements of each claim. ECF No.
[285]. The Court first addresses whether the litigation privilege applies.
A. Litigation Privilege
Euclid argues that Florida’s litigation privilege bars SB Counterclaimants’ Counterclaims.
ECF No. [275] at 5. When viewing the Counterclaims’ well-pled factual allegations, the conduct
alleged is covered by the litigation privilege. Id. The alleged conduct includes filing a Complaint,
filing a Motion for TRO, and entering into a Joint Stipulation, which are all acts occurring during
a judicial proceeding and related to a judicial proceeding. Id. at 6-7. The allegations regarding
Euclid’s communications with Amerant are not well-pled, but even so, are communications with
a defendant, are a necessary part of the litigation, and fall within the privilege. Id. at 7. The
remaining allegations are legal conclusions or “nonsensical, implausible” theories of liability. Id.
at 8.
SB Counterclaimants respond that the conduct alleged does not fall under the litigation
privilege. ECF No. [285] at 6. SB Counterclaimants argue that once Euclid abandoned its claim
for specific performance on May 9, 2025, the Joint Stipulation ceased to have any “relation” to the
operative proceedings. Id. Where the Corrected Fourth Amended Complaint seeks damages,
continuing to enforce a restraint against Amerant does not advance any claim Euclid is actually
litigating. Id. The Joint Stipulation is a continuing restraint that operates each day it remains in
force, and a party is free to dissolve or modify it at any time. Id. Where the justification for
maintaining the restraint has been abandoned, the continuing enforcement of the restraint is not an
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“act” of litigation but is instead a coercive instrument operating outside the scope of the pleaded
proceeding. Id. Therefore, the litigation privilege does not apply.
In Reply, Euclid argues the litigation privilege applies because the Counterclaims allege
litigation conduct that occurred in this judicial proceeding. ECF No. [300]. SB Counterclaimants
are attempting to create an exception by recharacterizing the Joint Stipulation as an extra-judicial
coercive instrument, which is not supported by binding precedent. Id. Euclid’s later decision to
refine, narrow, or abandon a previously pled basis for relief does not retroactively strip the
privilege applying to those acts. Id. at 3. Euclid also has not abandoned its claimed interest in the
Notes and seeks relief consistent with such interest. Id. at 4. Specifically, the declaratory judgment
claim disposes of SB Counterclaimants’ argument that the Joint Stipulation is not related to the
proceedings because the Joint Stipulation preserves the status quo of the Notes while the Court
decides the rights of those assets. Id. Thus, the Joint Stipulation is related to the ongoing
proceedings. Id. Euclid argues SB Counterclaimants seek to dissolve the Joint Stipulation, but
tortious counterclaims are not the proper vehicle to pursue that relief. Id. at 5.
Under Florida law, the litigation privilege provides absolute immunity for acts occurring
during judicial proceedings if the act is related to the proceeding. Jackson v. Bellsouth Telecomm.,
372 F.3d 1250, 1274-75 (11th Cir. 2004); Levin, Middlebrooks, Mabie, Thomas, Mayes &
Mitchell, P.A. v. U.S. Fire Ins. Co., 639 So. 2d 606, 608 (Fla. 1994) (“[A]bsolute immunity must
be afforded to any act occurring during the course of a judicial proceeding, regardless of whether
the act involves a defamatory statement or other tortious behavior[,] so long as the act has some
relation to the legal proceeding.”). The privilege initially developed to protect litigants and
attorneys from liability for acts of defamation but has since been extended to cover all acts related
to and occurring within judicial proceedings. Jackson, 372 F.3d at 1274-75 (citing Levin, 639 So.
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2d at 607-08); see also Echevarria, McCalla, Raymer, Barrett & Frappier v. Cole, 950 So. 2d 380,
384 (Fla. 2007) (holding that Florida law provides complete judicial immunity “to any act
occurring during the course of a judicial proceeding . . . so long as the act has some relation to the
proceeding.”).
Federal courts may apply Florida’s litigation privilege to state-law claims adjudicated in
federal court. Zucker for BankUnited Fin. Corp. v. U.S. Specialty Ins. Co., 856 F.3d 1343, 1349
(11th Cir. 2017). Determining whether the litigation privilege applies is a question of law, and
determining its application during early stages of litigation furthers the policy underlying the
privilege. See AGM Investors, LLC v. Business Law Group, 219 So. 3d 920, 926-97 (Fla. 2d DCA
2017). The litigation privilege “may be considered in resolving a motion to dismiss when the
complaint affirmatively and clearly shows the conclusive applicability of the defense to bar the
action.” Jackson, 372 F.3d at 1277 (internal quotations and citations omitted).
Here, the well-pled factual allegations in Count I and Count II include Euclid’s conduct
regarding filing a complaint asserting claims of ownership in the Notes, seeking emergency
injunctive relief to prevent Amerant from transferring the Notes to SB Counterclaimants, entering
into a Joint Stipulation with Amerant to prevent the Notes’ transfer, and communicating with
Amerant to influence how Amerant handles and disposes of the Notes. See ECF No. [269] at 39-
40. Counts I and II also allege that Euclid sought specific performance to transfer the Notes;
voluntarily withdrew its Motion for TRO after signing the Joint Stipulation; abandoned and
withdrew its claim for specific performance in its Third, Fourth, and Corrected Fourth Amended
Complaints; failed to withdraw or modify the Joint Stipulation; and continues to prosecute its
claims that SB Counterclaimants wrongfully possessed or interfered with property to which Euclid
claims it has a right of possession. See ECF No. [269] at 40-44.
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The conduct alleged falls squarely within the litigation privilege as each act occurred
during the course of this judicial proceeding and is related to this judicial proceeding. The litigation
privilege covers the filing of Euclid’s Complaints. See Wolfe v. Foreman, 128 So. 3d 67, 70 (Fla.
3d DCA 2013) (“The filing of a complaint, which initiates the judicial proceedings, obviously
‘occurs during the course of a judicial proceeding’ and ‘relates to the proceeding.’”). The litigation
privilege covers filing motions, including those for injunctive relief. See Schmidt v. Antunez, No.
24-cv-22464, 2026 WL 2164329, at *4 (S.D. Fla. July 28, 2026) (“Filing a motion in an ongoing
judicial proceeding is a paradigmatic example of the kind of routine litigation activity the privilege
is intended to protect.”); see also Leafwell, Inc. v. The DOC App, Inc., No. 25-CV-01132, 2026
WL 1109413, at *8 (M.D. Fla. Apr. 24, 2026) (applying the litigation privilege to a claim arising
from filing a motion for temporary restraining order and preliminary injunction). The litigation
privilege covers settlement activities. See Jackson, 372 F.3d at 1275 (“Although we are aware of
no decision in which a Florida court has squarely held that the litigation privilege applies to actions
exactly like those taken by the BellSouth defendants to settle the ongoing, protracted litigation at
issue here, we agree with those courts that have applied similar litigation privileges to settlement
activities, and believe that Florida’s courts would do so too.”). The litigation privilege covers
communications between parties regarding the substance of their claims. See Levin, So. 2d at 608
(“[T]orts [. . . .] that are based on statements made in connection with a judicial proceeding are not
actionable.”).1 Therefore, the litigation privilege covers claims arising from Euclid filing its
1 SB Counterclaimants do not allege the dates or substance of Euclid’s communications with Amerant. If
SB Counterclaimants are alleging the statements were tortious, a qualified privilege extends over “ex-parte,
out-of-court statements, so long as the alleged defamatory statements bear some relation to or connection
with the subject of inquiry in the underlying lawsuit. A qualified privilege requires the plaintiff to establish
express malice.” DelMonico v. Traynor, 116 So. 3d 1205, 1208 (Fla. 2013). The First Amended
Counterclaim alleges the communications concerned Amerant’s handling of the Notes, which is related to
the subject of this action. The First Amended Counterclaim does not allege express malice.
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Complaints, filing a Motion for TRO, reaching an agreement with a party to this case, signing a
Joint Stipulation, and communicating with a party about the status of the Notes.
SB Counterclaimants’ arguments that the litigation privilege does not apply to its claims
and the conduct alleged here are unpersuasive. While there are exceptions to the application of the
litigation privilege,2 courts have applied the litigation privilege to tortious interference claims and
abuse of process claims. See Levin, 639 So. 2d at 608 (applying the litigation privilege to any
tortious behavior, including tortious interference with a business relationship); EMI Sun Vill., Inc.
v. Catledge, 779 F. App’x 627, 635 (11th Cir. 2019) (“The litigation privilege applies to actions
for abuse of process.” (citing LatAm Invs., LLC v. Holland & Knight, LLP, 88 So. 3d 240, 242
(Fla. 3d DCA 2011))).3 Although the litigation privilege applies to the claims raised in the First
Amended Counterclaim, SB Counterclaimants argue the privilege does not apply to the conduct
alleged because Euclid filed its Complaint knowing that it had no ownership interest in the Notes.
The Court disagrees. SB Counterclaimants contest whether Euclid has an ownership interest in the
2 The Florida Supreme Court has held that the litigation privilege does not apply to malicious prosecution
claims because “malicious prosecution could never be established if causing the commencement or
continuation of an original proceeding against the plaintiff were afforded absolute immunity under the
litigation privilege.” See Debrincat v. Fischer, 217 So. 3d 68, 70 (Fla. 2017); see also Florida Psychological
Consultants, Inc. v. Comas, 434 So. 3d 795, 800 (Fla. 5th DCA 2026) (noting that barring malicious
prosecution claims under the privilege “would be to erase the cause of action from the books”).
3 Plaintiff cites Debrincant to support its position that the reasoning to except malicious prosecution claims
from the litigation privilege applies to this case. The Eleventh Circuit has held that “[w]hen the Florida
courts have not addressed whether the litigation privilege applies to a particular cause of action, we must
assess the privilege’s applicability to it in light of the specific conduct for which the defendant seeks
immunity by asking whether applying the privilege would meaningfully serve the aims of the privilege or
eviscerate long-standing sources of judicially available recovery.” EMI Sun Vill., Inc. v. Catledge, 779 F.
App’x 627, 635 (11th Cir. 2019) (internal quotations and citations omitted). That analysis is not necessary
here because Florida courts have applied the litigation privilege to both causes of action asserted in the First
Amended Counterclaim.
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Notes. Determining the merits of claims filed with the Court is precisely what the judicial process
is designed to do.4
SB Counterclaimants also argue that Euclid’s reliance on the Eleventh Circuit’s decision
in Jackson, applying the litigation privilege to settlement activities, is inapplicable to the claims
here. SB Counterclaimants argue Jackson is distinguishable because Jackson concerned the
negotiation and consummation of a global settlement that resolved the underlying claims. Because
the Joint Stipulation resolved only Euclid’s pending Motion for TRO, SB Counterclaimants argue
the settlement did not resolve a single claim, terminate any dispute, allocate rights, or bring the
parties closer to final adjudication. And once Euclid dropped its claim for specific performance of
the purported agreement to transfer the Notes, the Joint Stipulation ceased to be related to the
ongoing litigation and is therefore no longer an “act” of litigation covered by the litigation
privilege. See ECF No. [285] at 6-8. The Court disagrees.
In Jackson, the Eleventh Circuit applied the litigation privilege to settlement negotiations
that “occurred during the course of a judicial proceeding and had a substantial relation to that
proceeding.” 372 F.3d at 1276. Moreover, the Florida Supreme Court has held that the litigation
privilege grants absolute immunity “immediately upon the doing of any act required or permitted
by law in the due course of the judicial proceedings.” Fridovich v. Fridovich, 598 So. 2d 65, 66
(Fla. 1992) (quoting Ange v. State, 123 So. 916, 917 (Fla. 1929)). There is no indication that
Jackson was confined to global settlement agreements, and parties are permitted to resolve pending
motions by agreement. Even after Euclid dropped its claim for specific performance, the Joint
Stipulation remained related to the judicial proceeding because it prevents the transfer of Notes
4 To the extent SB Counterclaimants allege misconduct in any statements made in filing the Complaint, the
Florida Supreme Court has applied the litigation privilege to bar claims of tortious conduct based on
statements relevant to the judicial proceedings that are contained in a complaint. See Echevarria, 950 So.
2d 380, 383 (Fla. 2007) (citing Myers v. Hodges, 44 So. 357 (Fla. 1907)).
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that are subject to the ongoing action to determine competing claims of ownership interest in those
Notes. Where the Joint Stipulation settled a pending motion for injunctive relief, was made in the
course of a judicial proceeding, and is substantially related to ongoing proceedings, it is a
settlement activity covered by the litigation privilege.
Moreover, the litigation privilege grants absolute immunity immediately upon doing the
act, and SB Counterclaimants do not point to any case where the litigation privilege is lost because
of subsequent developments within a judicial proceeding. Adopting SB Counterclaimants’
position that the litigation privilege may be lost if a claim is subsequently abandoned would subvert
the rationale for adopting the privilege. As the Florida Supreme Court stated, “[j]ust as participants
in litigation must be free to engage in unhindered communication, so too must those participants
be free to use their best judgment in prosecuting or defending a lawsuit without fear of having to
defend their actions in a subsequent civil action for misconduct.” Levin, 639 So. 2d at 608.
Removing the privilege over actions taken during and related to judicial proceedings if a claim is
subsequently dropped would hinder parties’ freedom to use their best judgment during a lawsuit—
causing many parties to avoid settlement or dropping a claim for fear of defending a potential suit.
Such a result is contrary to the express purpose of the litigation privilege.
In conclusion, the acts alleged in Count I and Count II of the SB Counterclaimants’ First
Amended Counterclaim are acts taken during the course of judicial proceedings and are related to
the proceedings. Therefore, Florida’s litigation privilege bars claims arising from that conduct and
Count I and Count II are dismissed.5
5 Although the litigation privilege provides absolute immunity to acts occurring during and related to
judicial proceedings, to the extent there was any misconduct by Euclid, Levin makes clear there are other
avenues to obtain a remedy for barred claims, including sanctions in the underlying proceeding, bar
association investigations, and criminal prosecution. See Levin, 639 So. 2d at 608-09.
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B. Failure to State a Claim
Because the Court concludes that Florida’s litigation privilege applies to the conduct
alleged in Count I and Count II, it need not address whether SB Counterclaimants have sufficiently
alleged the elements of each Count.
IV. CONCLUSION
Accordingly, it is ORDERED AND ADJUDGED as follows:
1. 	Euclid’s Motion to Dismiss the SB Defendants’ Counterclaims, ECF No. [275], is
GRANTED.
2. 	Counts I and II of SB Counterclaimants’ First Amended Counterclaim, ECF No.
[269], are DISMISSED WITH PREJUDICE.
DONE AND ORDERED in Chambers at Miami, Florida on August 27, 2026.
_________________________________
BETH BLOOM
UNITED STATES DISTRICT JUDGE
Copies to:
Counsel of Record
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