ADT LLC et al v. Skyline Security Management, Inc. et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
Case No. 24-cv-20758-ALTMAN/Lett
ADT LLC, et al.,
Plaintiffs,
v.
SKYLINE SECURITY MANAGEMENT,
INC., et al.,
Defendants.
___________________________________/
ORDER
A home-security company sued two of its rivals and their agents, alleging a litany of claims
under federal and state law. The Defendants now move to dismiss all ten counts. We referred the
motion to U.S. Magistrate Judge Lett. After careful review, we GRANT in part and DENY in part
the motion to dismiss.
T HE FACTS
I. 	Background
Our Plaintiffs—ADT LLC and The ADT Security Corporation (collectively, “ADT”),
incorporated in Delaware and headquartered in Florida—provide “electronic security, automation,
and smart home services and equipment” to “approximately 6.4 million residential subscribers.”
Amended Complaint (“AC”) [ECF No. 73] ¶¶ 1, 3. They claim that, “[s]ince at least 2018,” two
competitors have “targeted ADT throughout the United States, including Florida,” via a “business
conspiracy” that has “converted thousands of ADT customers” and caused “millions of dollars of
losses to ADT and millions of dollars of ill-gotten profits.” Id. ¶¶ 35–36. One “direct competitor of
ADT in the security systems, automation, and smart home markets”—BH Security, LLC, and its
parent company Monitronics International, Inc. (collectively, “Brinks”), incorporated in Delaware and
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headquartered in Texas—“serves over 1 million customers throughout the United States (including
Florida).” Id. ¶¶ 7–9, 10–11. Another “direct competitor”—Skyline Security Management, Inc.
(“Skyline), incorporated and headquartered in California—is an “authorized exclusive dealer for
Brinks” and so “enters into contracts with residential consumers then[ ] . . . sells and assigns those
contracts to Brinks to provide service and generate revenue.” Id. ¶¶ 12–13, 15. “Skyline operates in
many states, including Florida,” where it is “registered to do business” and “maintains a registered
agent.” Id. ¶ 14.
Those competitors allegedly engaged in “two distinct, but overlapping patterns of illegal
conduct”: first, “[s]tealing and reselling ADT’s proprietary business information from its corporate
facilities to assist in Skyline’s sales teams in poaching customers nationwide to convert them to
Skyline/Brinks services”; second, “[t]argeting ADT’s customers with deceptive sales practices, often by
using ADT’s misappropriated business information to help identify, target and convert ADT
customers to Skyline/Brinks services.” Id. ¶ 35. We detail the alleged schemes below.
a. 	Stealing and Reselling Proprietary Business Information
The AC alleges that an ADT employee, Juan Ramos, “misus[ed] his employee access
credentials” to “gain access to ADT’s proprietary business information and trade secrets in order to
sell this information to ADT’s competitors.” Id. ¶ 42; see also id. ¶ 19. This information included
“customer lists and related account information[,] such as terms and duration of the contract,
equipment, names of homeowners, contract pricing, and other valuable details about accounts that
ADT keeps secure and secret from the general public.” Id. ¶ 44; see also id. ¶ 49 (“[T]he
stolen . . . information may extend beyond 500,000 ADT customer leads.”); id. ¶ 40 (“[I]nformation
about customers’ current pricing, contract information, equipment, and related account information
is . . . highly valuable,” as it “permits competitors to target customers with specific price and
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equipment proposals [and] . . . to identify specific groups of customers en masse to target with
specialized sales pitches.”).
“[A]t 	least 	as 	of 	2018,” 	the 	AC 	alleges, 	Ramos 	“conspired 	to, 	and 	did 	sell,” 	the
“misappropriated business information” to Skyline and to “Skyline sales managers.” Id. ¶ 45.1 Those
sales managers included Edwin Arroyave, Skyline’s Chief Executive Officer, and Matthew Haynes,
Genaro Nuñez Hernandez, and Nico VanSlyke (collectively, the “Individual Defendants”), all of
whom, “[d]uring all relevant times,” were “employee[s] and/or agent[s] of Skyline.” Id. ¶¶ 16–18, 21.
According to the AC, Skyline and the Individual Defendants (collectively, the “Skyline Defendants”)
“funded” the “theft” by “purchas[ing]” the information “when they knew or should have known it
had been unlawfully obtained.” Id. ¶ 46. Armed with “ADT’s records,” the Skyline Defendants
“target[ed] 	ADT 	customers 	for 	conversion 	to 	Brinks 	services 	throughout 	the 	country” 	by
“identify[ing] the best potential leads” and “craft[ing] tailored sales pitches based on the inside
information.” Id. ¶¶ 50–51.
b. 	Deceptive Sales Practices
But the “tortious activities did not end with the illegal misappropriation and use of ADT’s
proprietary and confidential business information.” Id. ¶ 53. “Frequently,” the AC alleges, “both
Skyline’s and Brinks’ sales agents have mispresented the nature, characteristics, and qualities of their
and/or ADT’s products and services in a manner that is likely to confuse customers when approaching
1 Our Plaintiffs allege that Ramos initially worked alongside “his business associate, Robert
McGuiness.” AC ¶ 42. “Shortly after ADT became aware of this conduct, on October 11, 2023, ADT
terminated Ramos for stealing proprietary business information.” Id. ¶ 43. But, “[u]nbeknownst to
ADT, after being terminated, Ramos began using the employee access credentials of a former
colleague and friend, Philip Kaiser.” Ibid. “ADT performed a subsequent investigation uncovering this
information and Kaiser was also terminated on January 11, 2024.” Ibid. The AC further alleges that
Ramos’s “former spouse,” Karen Romero, “aided this scheme by taking payment for the sale of ADT
proprietary business information through her PayPal account in an attempt to help conceal the
identities of Ramos and potentially other members of the conspiracy.” Id. ¶ 47.
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ADT’s customers to make a sale”—and “often in reliance on the misappropriated ADT business
information.” Id. ¶ 54. “Since January 2019, ADT has received over 800 well-documented complaints
from its customers about Skyline sales agents using deceptive and misleading sales tactics in attempting
to convert their accounts” and “over 1,100 such complaints from its customers about Brinks’ sales
representatives.” Id. ¶ 66.
Those sales agents, as the AC describes it, “solicit ADT’s customers in door-to-door sales
visits to the customers’ homes” by using “deceptive sales pitches that are intended to mislead (and
that do mislead) ADT’s customers into believing they represent ADT, that Skyline/Brinks is affiliated
with ADT, that they are visiting at ADT’s direction, that they work for the companies that made the
ADT alarm equipment installed in the customers’ homes, or that ADT has otherwise blessed the
Skyline/Brinks agents to work on ADT’s behalf.” Id. ¶ 57; see also id. ¶ 60 (“[A]gents often address the
customer by name and represent knowledge of the customer’s system, contract, home, or relatives to
help lead the customer to the mistaken belief that there is a prior relationship.”); id. ¶ 69 (“Skyline and
Brinks often intentionally target older customers or other sensitive groups.”); id. ¶ 55 (“[T]hrough
well-rehearsed sales tactics known and taught throughout each company, Skyline and Brinks sales
representatives have misled scores of ADT customers into believing, among other things: (1) that the
Skyline/Brinks agent was simply ‘updating’ or ‘upgrading’ the ADT customer’s equipment, when in
reality the Skyline/Brinks agent was switching out the ADT system for a Skyline/Brinks system; (2)
that ADT has been bought out or is going out of business and that Skyline/Brinks is taking over ADT
accounts; and (3) that Skyline/Brinks is a subcontractor, installer, or is otherwise affiliated with or
acting on behalf of ADT.”).
According to the AC, “Skyline and Brinks’ management both condone and even teach their
sales representatives to utilize ADT’s propriet[ar]y business information and/or to engage in deceptive
sales tactics.” Id. ¶ 85. Skyline, for instance, “has provided its sales teams with a deceptive Takeover
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Pitch Script,” which “includes information regarding how to leverage ADT’s stolen proprietary
business information in order to convert ADT’s customers.” Ibid. And “despite Brinks’ knowledge
that Skyline is acquiring accounts through false and deceptive means, as well as through the
misappropriation of ADT’s confidential business information, Brinks has not taken adequate steps to
quell the conduct” and instead “continues to acquire a substantial volume of accounts from Skyline
to this day without regard to the illegal manner in which they were attained.” Id. ¶ 83; see also id. ¶ 87
(“[T]he individuals knowledgeable of the most lucrative methods for utilizing ADT’s proprietary
information to successfully pull off deceptive sales practices are promoted in Skyline’s and Brinks’
sales forces and sometimes even paid bonuses by Brinks.”). The AC alleges that these practices “injure
ADT by causing ADT’s customers to . . . sign Skyline/Brinks contracts, uninstall their ADT alarm
systems, replace those systems with Brinks’ equipment, and terminate the customers’ ADT contracts.”
Id. ¶ 70; see also id. ¶¶ 71, 73 (alleging that, “[e]ven in cases where the customer is or becomes aware of
a lack of affiliation between Skyline/Brinks and ADT,” ADT sustains injuries to its “goodwill,
reputation, and trademarks”). But because “Skyline and Brinks profit to the tune of millions of dollars
off these unfair and illegal practices,” our Plaintiffs conclude, “[t]here is no indication the Skyline
Defendants intend to stop using ADT’s trade secret or that they, or Brinks, intend to stop engaging
in deceptive sales practices.” Id. ¶¶ 90–91.
II. 	Procedural History
In February 2024, our Plaintiffs sued Skyline, Arroyave, Haynes, Nuñez Hernandez, VanSlyke,
McGuiness, Ramos, and Romero. See Complaint [ECF No. 1]. In June 2024, our Plaintiffs filed the
AC, adding Brinks to the suit and removing McGuiness. See AC at 1.2 That AC asserts ten counts.
Counts I and II allege that the Skyline Defendants, Ramos, and Romero violated Florida’s Uniform
2 In May 2024, our Plaintiffs voluntarily dismissed McGuiness from the case. See Notice of
Voluntary Dismissal [ECF No. 33] at 1.
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Trade Secrets Act (“FUTSA”), FLA . STAT . § 688.001 et seq., and the Defend Trade Secrets Act
(“DTSA”), 18 U.S.C. § 1836(b)(1), respectively. See id. ¶¶ 96–118. Counts III and IV allege that Brinks
and the Skyline Defendants violated the Lanham Act, 15 U.S.C. §§ 1125 (a)(1)(A)–(B). See id. ¶¶ 119–
136. Counts V, VI, and VII bring claims for trade slander, tortious interference, and common law
unfair competition, respectively, against Brinks and the Skyline Defendants. See id. ¶¶ 137–161. Count
VIII brings a claim for civil conspiracy against the Skyline Defendants, Ramos, and Romero. See id.
¶¶ 162–168. And Counts IX and X assert negligence and unjust-enrichment claims, respectively,
against Brinks. See id. ¶¶ 169–88.
Our Plaintiffs appended two exhibits to the AC—“spreadsheets [that] document at length the
nature and extent of Skyline and Brinks’ respective deceptive sales conduct, including the known
details about the reported sales encounters, the dates of the incidents, the dates of the reports to ADT,
the location of the incidents, and the names of the Skyline/Brinks sale representatives (if known),
among other things.” AC ¶ 67. Exhibit 1 [ECF No. 73-1] purports to detail Skyline’s deceptive
conduct between January 1, 2019, and June 13, 2024, and Exhibit 2 [ECF No. 73-2] covers the same
material and timeline as to Brinks.3
On August 14, 2024, Brinks, Skyline, Arroyave, Haynes, Nuñez Hernandez, and VanSlyke (the
“Defendants”) jointly filed a Motion to Dismiss (the “MTD”) [ECF No. 100].4 That MTD mounts
3 Although the Plaintiffs note that the Exhibits log information dating back to “January 1,
2019,” AC ¶ 67, the Exhibits themselves include information from 2018. See, e.g., Ex. 1 at 1.
4 Ramos and Romero never joined the MTD. In June 2024, they “terminated” their
representation. See Motion to Withdraw [ECF No. 80]. So, in July 2024, we ordered them to “file
either (1) a notice of appearance or (2) a notice informing the Court that they intend to proceed pro
se.” Omnibus Order [ECF No. 82] at 2. When neither complied with our instructions, we ordered
them to show cause for their “refus[al] to participate in this litigation.” Order to Show Cause [ECF
No. 97] at 1. That too went ignored, so we instructed our Plaintiffs to move for clerk’s entry of default
against them. See August 15, 2024 Paperless Order. Our Plaintiffs did that and obtained an entry of
default on August 19, 2024. See Clerk’s Entry of Default [ECF No. 104]. On August 30, 2024, our
Plaintiffs filed a Notice of Joint Liability [ECF No. 110], arguing that Ramos and Romero “share joint
and several liability” with the “Skyline Defendants” as to Counts I and II and that “ADT is also
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three challenges to the AC. First, it argues that we “lack[ ] personal jurisdiction over Skyline, Arroyave,
Haynes, VanSlyke, and Nuñez Hernandez.” MTD at 1. Second, it insists that “much of the AC is time-
barred as a matter of law.” Id. at 2. Third, it contends that “[e]ach and every cause of action in the AC
falls short of providing the particularity required by Rule 9(b) or even the more lenient Rule 8.” Id. at
20. The Defendants also appended four exhibits to their MTD—declarations from Arroyave, see ECF
No. 100-1; Haynes, see ECF No. 100-2; VanSlyke, see ECF No. 100-3; and Nuñez Hernandez, see ECF
No. 100-4. On August 28, 2024, our Plaintiffs filed a Response in Opposition to the MTD (the
“Response”) [ECF No. 106]. And, on September 4, 2024, the Defendants filed their Reply in Support
of the MTD (the “Reply”) [ECF No. 113].
On October 30, 2024, we referred the MTD to Magistrate Judge Enjoliqué A. Lett. See Order
of Referral [ECF No. 126]. On February 3, 2025, Magistrate Judge Lett issued a Report and
Recommendation (the “R&R”) [ECF No. 141], suggesting that we grant the MTD in part and deny it
in part. As to personal jurisdiction, Magistrate Judge Lett recommended that we exercise personal
jurisdiction over only Skyline and Brinks, not Arroyave, Haynes, Nuñez Hernandez, and VanSlyke.
See R&R at 5. As to timeliness, Magistrate Judge Lett recommended that we find Counts I, II, and
VIII barred by the applicable statutes of limitations. See id. at 25, 26. On the merits, Magistrate Judge
Lett recommended that we dismiss Count V without prejudice and Counts IX and X with prejudice.
See id. at 31, 33–34. Finally, the R&R recommended giving our Plaintiffs leave to amend the AC. See
id. at 34.
On February 18, 2025, our Plaintiffs, Skyline, and Brinks filed objections to the R&R. See ADT
Objection [ECF No. 142]; Skyline Objection [ECF No. 143]; Brinks Objection [ECF No. 144]. On
entitled to judgment against Ramos and Romero on these causes of action independent of the resolution
of the claims against the Skyline Defendants.” Id. at 1. Still, our Plaintiffs requested that we “withhold
entering final default judgment against the defaulting parties until . . . liability is resolved against the
other (non-defaulting) Defendants.” Id. at 4.
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March 4, 2025, our Plaintiffs filed separate responses opposing Skyline’s and Brinks’s respective
objections. See ADT Opposition to Brinks (“ADT Opposition I”) [ECF No. 152]; ADT Opposition
to Skyline (“ADT Opposition II”) [ECF No. 153]. That same day, the Defendants filed a collective
response to the Plaintiffs’ two objections. See Defendants Opposition [ECF No. 154].
On June 4, 2025, we directed the Plaintiffs to file “an affidavit swearing to the provenance and
authenticity of Exhibits 1 and 2, the logs of customer complaints taken by down by ADT customer
service representatives, and identifying which columns in those exhibits were taken down by the
customer services representatives themselves.” June 4, 2025 Paperless Order [ECF No. 156] (cleaned
up). See FED . R. C IV . P. 72(b)(3) (“The district judge may . . . receive further evidence[.]”). The
Plaintiffs did so on June 11, 2025. See Notice of Filing Affidavit [ECF No. 157]. The MTD is now ripe
for resolution.
T HE L AW
“District courts must review de novo any part of a magistrate judge’s disposition that has been
properly objected to.” Finkelstein v. Mount Sinai Med. Ctr. of Fla., 2023 WL 6118179, at *1 (S.D. Fla.
Sept. 19, 2023) (Altman, J.); see also FED . R. C IV . P. 72(b)(3). “When a party timely objects to a
magistrate judge’s report and recommendation, the district judge must make a de novo determination
‘of those portions of the report or specified proposed findings or recommendations to which
objection is made.’” Ibid. (quoting 28 U.S.C. § 636(b)(1)). “But, when no party has timely objected, the
court need only satisfy itself that there is no clear error on the face of the record in order to accept
the recommendation.” Versfelt v. Sanza Food Serv., LLC, 2022 WL 2439092, at *1 (S.D. Fla. July 5,
2022) (Altman, J.) (quotation marks omitted); see also Lewis v. Smith, 855 F.2d 736, 738 (11th Cir. 1988)
(holding that the “[f]ailure to object to the magistrate’s factual findings after notice precludes a later
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attack on these findings”). A “district court has broad discretion in reviewing a magistrate judge’s
report and recommendation.” Williams v. McNeil, 557 F.3d 1287, 1291 (11th Cir. 2009).
A motion challenging subject-matter jurisdiction under Federal Rule of Civil Procedure
12(b)(1) may take the form of either a “facial attack” or a “factual attack.” Lawrence v. Dunbar, 919 F.2d
1525, 1528 (11th Cir. 1990). “A facial attack on the complaint requires the court merely to look and
see if the plaintiff has sufficiently alleged a basis of subject matter jurisdiction, and the allegations in
his complaint are taken as true for the purposes of the motion.” Gainsburg v. Fla. Bar, 2024 WL
2976742, at *2 (S.D. Fla. June 13, 2024) (Altman, J.) (cleaned up). And a “factual attack . . . challenges
the existence of subject matter jurisdiction using material extrinsic from the pleadings, such as
affidavits or testimony.” Stalley ex rel. United States v. Orlando Reg’l Healthcare Sys., Inc., 524 F.3d 1229,
1233 (11th Cir. 2008). In considering a factual attack on jurisdiction, “a district court is not limited to
an inquiry into undisputed facts; it may hear conflicting evidence and decide for itself the factual issues
that determine jurisdiction.” Colonial Pipeline Co. v. Collins, 921 F.2d 1237, 1243 (11th Cir. 1991).
“To survive a motion to dismiss under Rule 12(b)(6), a complaint must contain sufficient
factual matter, accepted as true, to state a claim to relief that is plausible on its face.” Megladon, Inc. v.
Vill. of Pinecrest, 661 F. Supp. 3d 1214, 1221 (S.D. Fla. 2023) (Altman, J.) (cleaned up). “A claim has
facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable
inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009). “In deciding a Rule 12(b)(6) motion to dismiss, the court must accept all factual allegations in
a complaint as true and take them in the light most favorable to plaintiff, but legal conclusions without
adequate factual support are entitled to no assumption of truth.” Dusek v. JPMorgan Chase & Co., 832
F.3d 1243, 1246 (11th Cir. 2016) (cleaned up).
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A NALYSIS
The MTD challenges the AC on three grounds. First, it argues that we lack personal jurisdiction
over the Skyline Defendants. Second, it claims that seven of the ten Counts fall outside the relevant
limitations periods. Third, it says that the AC fails to adequately state claims for relief. We address each
challenge below.
I. 	Personal Jurisdiction
“The 	Supreme 	Court 	has 	recognized 	two 	types 	of 	personal 	jurisdiction: 	general
jurisdiction . . . and specific jurisdiction.” SkyHop Techs., Inc. v. Narra, 58 F.4th 1211, 1228 (11th Cir.
2023). “General jurisdiction lies in the forum where the defendant is domiciled or fairly regarded as at
home.” Fuld v. Palestine Liberation Org., 606 U.S. 1, 12 (2025) (cleaned up). “A court in such a forum
may hear any claim against that defendant, even if all the incidents underlying the claim occurred in a
different State.” Ibid. (cleaned up). “Specific jurisdiction is different: It covers defendants less
intimately connected with a State, but only as to a narrower class of claims.” Ford Motor Co. v. Mont.
Eighth Jud. Dist. Ct., 592 U.S. 351, 359 (2021). “To exercise specific jurisdiction, the defendant must
have ‘purposefully availed’ itself of the privilege of conducting activities—that is, purposefully
establishing contacts—in the forum state and there must be a sufficient nexus between those contacts
and the litigation.” Jekyll Island-State Park Auth. v. Polygroup Macau Ltd., 140 F.4th 1304, 1317 (11th Cir.
2025) (quotation marks omitted).
“[A] federal court generally undertakes a two-step analysis to determine whether there is
personal jurisdiction over a nonresident defendant.” Del Valle v. Trivago GMBH, 56 F.4th 1265, 1272
(11th Cir. 2022). First, we “determine whether the plaintiff has alleged sufficient facts to subject the
defendant to the forum state’s long-arm statute.” Ibid. Second, we “decide whether the exercise of
jurisdiction comports with the Due Process Clause of the Fourteenth Amendment.” Ibid. Here, our
Plaintiffs press two theories of personal jurisdiction. As to the Skyline Defendants, the AC alleges that
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those defendants “have conspired to commit, and have committed, tortious conduct purposefully
directed at this District.” AC ¶ 25; see also id. ¶ 31 (“Defendants Skyline, Arroyave, Haynes, Hernandez,
Ramos, Romero, and VanSlyke agreed to participate and participated in a conspiracy to target and
mislead customers residing in Florida over 50 times.”). As to Brinks, the AC contends that “Brinks
has committed tortious conduct purposefully directed at this District . . . because Brinks has
benefit[ ]ed from the tortious conduct committed by Defendants Skyline, Arroyave, Haynes,
Hernandez, Ramos, Romero, and VanSlyke in Florida and affecting ADT in Florida and in this
District.” Id. ¶ 26. We consider each theory in turn.
a. 	Skyline
The Magistrate Judge recommended that we exercise personal jurisdiction over Skyline
because “Arroyave’s affidavit does not rebut the allegations that Skyline operates, conducts, engages
in, or carries on business in Florida” or the allegations that the Plaintiffs’ claims “arise out of Skyline’s
business operations in Florida.” R&R at 21; see also ibid. (“Indeed, Skyline admits to selling its products
and services in Florida, and it is the sale of such products and services that gives rise to ADT’s claims.”
(citations omitted)).
Objecting to this finding, Skyline argues that the R&R “fails to distinguish between the alleged
activities of independent contractors who have contracted to sell Skyline (and potentially other)
security systems versus the alleged activities of Skyline officers or agents.” Skyline Obj. at 3; see also
ibid. (“And relatedly the evidence shows that there is no ‘connexity’ between the actions of Skyline
itself (as opposed to third parties with which Skyline contracts) and the claims in this case.”). Our
Plaintiffs respond that “Skyline misconstrues the relationship between Skyline and its sales agents by
neglecting to acknowledge the clear agency relationship at play,” as “Skyline’s agents were acting as
agents of Skyline when engaging in deceptive sales practices in Florida.” ADT Opp. II at 1–2.
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As we’ve said, “[w]e consider two questions in resolving personal jurisdiction: (1) whether
personal jurisdiction exists over the nonresident defendant . . . under Florida’s long-arm statute, and
(2) if so, whether that exercise of jurisdiction would violate the Due Process Clause of the Fourteenth
Amendment to the U.S. Constitution.” Louis Vuitton Malletier, S.A. v. Mosseri, 736 F.3d 1339, 1350
(11th Cir. 2013). We’ll follow this framework in the sections below.
i. 	The Florida Long-Arm Statute
The Plaintiffs rely on FLA. S TAT . § 48.193(1)(a)(2), which allows for specific jurisdiction over
a nonresident defendant who commits a “tortious act within” Florida.5 Specifically, the Plaintiffs allege
that Skyline—along with the Individual Defendants—engaged in a conspiracy in which “Skyline’s
sales representatives used ADT’s confidential business information to target and mislead ADT’s
customers . . . residing in Florida over 50 times.” AC ¶ 31. And the AC “incorporates by reference”
Exhibit 1, which catalogs “over 800 well-documented complaints from . . . customers about Skyline
sales agents using deceptive and misleading sales tactics in attempting to convert their accounts.” Id.
¶¶ 66–67.
5 In responding to the MTD, the Plaintiffs embrace another theory of personal jurisdiction—
that Skyline “and its agents engag[e] in unlawful, deceptive conduct in the course of conducting
business in Florida.” Resp. at 3; see also F LA . S TAT . § 48.193(1)(a)(1) (allowing plaintiffs to establish
personal jurisdiction over “any cause of action arising from . . . [o]perating, conducting, engaging in,
or carrying on a business or business venture in this state or having an office or agency in this state”).
And the R&R appears to accept that theory. See R&R at 21 (“Skyline admits to selling its products and
services in Florida, and it is the sale of such products and services that gives rise to ADT’s claims.
Thus, Skyline is subject to Florida’s Long-Arm Statute.” (citations omitted)). But we won’t. The
Plaintiffs’ Subsection (1)(a)(1) argument appears nowhere in the AC, which alleges instead that the
Skyline Defendants “have conspired to commit, and have committed, tortious conduct purposefully
directed at this District.” AC ¶ 25 (emphases added). Indeed, the Plaintiffs introduce their Subsection
(1)(a)(1) theory only in response to the MTD, and “we do not consider anything beyond the face of
the complaint and documents attached thereto when analyzing a motion to dismiss.” Fin. Sec. Assur.,
Inc. v. Stephens, Inc., 500 F.3d 1276, 1284 (11th Cir. 2007); see also Huls v. Llabona, 437 F. App’x 830, 832
n.5 (11th Cir. 2011) (“Because [the Plaintiffs] raised this argument for the first time in . . . response to
[the] motion to dismiss, instead of seeking leave to file an amended complaint, pursuant to Fed. R.
Civ. P. 15(a), it was not properly raised.”).
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Under Florida law, to plead a viable civil-conspiracy claim, a plaintiff must allege “(a) an
agreement between two or more parties, (b) to do an unlawful act or to do a lawful act by unlawful
means, (c) the doing of some overt act in pursuance of the conspiracy, and (d) damage to [the] plaintiff
as a result of the acts done under the conspiracy.” Raimi v. Furlong, 702 So. 2d 1273, 1284 (Fla. Dist.
Ct. App. 1997); see also SkyHop, 58 F.4th at 1223–24 (“To determine whether [a plaintiff] alleged a
tortious act, we must determine whether it stated a claim for its tortious act.”). And our Plaintiffs do
just that. As to an agreement, the AC alleges that “Defendants Skyline, Arroyave, Hayes, Nuñez
Hernandez, VanSlyke, Ramos, and Romero agreed to engage in a conspiracy to steal and profit off
ADT’s proprietary business information and trade secrets in violation of the Defend Trade Secrets
Act, the Florida Uniform Trade Secrets Act, and the common law of unfair competition.” AC ¶ 162.
As to the unlawful- and overt-act elements, the AC alleges that Ramos “stole ADT’s proprietary
business information . . . and sold it to Defendants Skyline, Arroyave, Haynes, Nuñez Hernandez,
and/or VanSlyke, who purchased the proprietary business information when they knew or should
have known the business information had been unlawfully obtained,” and “used this unlawfully
obtained proprietary business information to cause injury to ADT’s business by targeting ADT’s
customers.” Id. ¶¶ 163, 165; see also id. ¶ 165 (“Skyline sales agents have used (and continue to use)
deceptive sales pitches that are intended to mislead (and that do mislead) ADT’s customers into
believing that Skyline represents ADT[.]”). And, on damages, the AC pleads that “ADT was injured
by the conduct . . . because the stolen trade secrets were used to . . . interfere with ADT’s contracts
with its customers.” Id. ¶ 167; see also id. ¶ 36 (“[T]his pattern of conduct has helped Skyline and Brinks
convert thousands of ADT customers to Skyline/Brinks, resulting in millions of dollars of losses to
ADT and millions of dollars of ill-gotten profits for both Skyline and Brinks.”).
But that’s not the end of our inquiry. “For purposes of § 48.193(1)(a)(2), the issue is whether
[the] tortious acts caused injury in Florida.” Louis Vuitton, 736 F.3d at 1354 (emphasis added). On this
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issue, the Defendants maintain that “there is no connection between the Skyline Defendants and
Florida.” MTD at 12. We disagree. “In deciding whether a complaint states a claim upon which relief
may be granted, we normally consider all documents that are attached to the complaint or incorporated
into it by reference.” Gill ex rel. K.C.R. v. Judd, 941 F.3d 504, 511 (11th Cir. 2019); see also Hoefling v. City
of Miami, 811 F.3d 1271, 1277 (11th Cir. 2016) (“A district court can generally consider exhibits
attached to a complaint in ruling on a motion to dismiss.”); MSP Recovery Claims, Series LLC v. Metro.
Gen. Ins. Co., 40 F.4th 1295, 1303 (11th Cir. 2022) (“The Civil Rules of Procedure provide that an
attachment to a complaint generally becomes part of the pleading for all purposes. including for ruling
on a motion to dismiss.” (cleaned up)). Here, Exhibit 1 details dozens of Florida-specific harms that
were allegedly committed by Skyline.
Consider four such allegations. In August 2023, a Homestead customer “was contacted by
phone and told that ADT had been bought out by Brinks and [that] she needed to upgrade her
equipment.” Ex. 1 at 50. That customer then “scheduled” an “installation,” only to “discover[ ] later
that she’d switched alarm companies.” Ibid.; see also ibid. (“[T]hey said they were with ADT and needed
to upgrade her box . . . . She finally figured out and looked on the doorbell and it says Skyline or
something.”). In March 2023, a Fort Pierce customer complained that “BRINKS changed her system
from ADT” and “[t]old her BRINKS is taking over all ADT residential accounts.” Id. at 36. That same
month, in Port St. Lucie, a customer “had [a] sales person come knock on [the] door” and “said that
they were with Skyline Security/Brinks and that they were merging with ADT.” Id. at 36. Wearing a
“[p]olo shirt [that] said Skyline Security,” the salesperson “attempted to have customer change out his
keypad, add an Ipad type device and sign a 60 mos contract” and “told [the customer] he would have
to cancel ADT.” Ibid.; see also ibid. (“[S]ales person still tried to continue with customers understanding
that ADT was merging with Skyline.”). Still another Port St. Lucie customer reported in March 2023
that “Brinks Skyline claims to have bought . . . out” ADT. Id. at 38; see also ibid. (“[T]hey are canvassing
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area for adt cust[omers] because brinks security was taking over adt and would not have adequate
security because brinks has 4 and 5 g.” (cleaned up)).
Subsection (1)(a)(2) requires allegations that “a tortious act” was committed in Florida. FLA .
S TAT . § 48.193(1)(a)(2) (emphasis added). The AC offers more than fifty examples of Florida-based
tortious acts.6 And those acts—aimed at siphoning ADT’s customers through deceptive means—
“relate[ ] to the . . . cause of action,” Louis Vuitton, 736 F.3d at 1352, given that our Plaintiffs allege a
“conspiracy to steal ADT’s trade secrets and profit off stolen trade secrets to interfere with ADT’s
contracts with its customers,” AC ¶ 168; see also World Media All. Label, Inc. v. Believe SAS, 2025 WL
2102017, at *2 (11th Cir. July 28, 2025) (“[J]urisdiction under § 48.193(1) requires a ‘connexity’ or
connection between the enumerated activity in Florida and the plaintiff’s cause of action.” (quotation
6 Other Florida-based examples include incidents in Ocala, see Ex. 1 at 36 (“[Y]oung man said
something about Skyline . . . . [S]aid ADT is being bought out by [s]ome other companies, like an
umbrella.”); Naples, see id. at 43 (“[S]ays she was adt but says the system needs [to be] swapped out to
them.”); Tampa, see id. at 34 (“Skyline Security told him that Brinks had been purchased by ADT.”);
Pensacola, see id. at 45 (“Brinks/Skyline has deceived me” and “continues to deceive me by making
false promises . . . . [T]he same Sales Rep . . . claimed he was affiliated with ADT.”); St. Petersburg, see
id. at 36 (“[S]aid Brinks is taking over ADT . . . . She is 80 years old . . . . I asked if it was Skyline and
she said yes.”); Lady Lake, see id. at 40 (“BRINKS SKYLINE SHOWED UP AT THE DOOR
EXPLAINING TO THE CUSTOMER THEY NEED TO UPDATE THE SECURITY SYSTEM
AND IT NO LONGER WORKS[.]”); Summerfield, see id. at 33 (“Came to her front door, called her
by her name and told her that ADT was bought out by Brinks, then proceeded to swap the ADT
system for theirs . . . . Skyline was on the hat.”); Jacksonville, see id. at 35 (“Customer was advised by
rep that Brinks was in connec[ti]on with ADT to perform upgrade” and “that cancellation of ADT
was automatic due to upgrades[.]”); Hudson, see ibid. (“[C]ustomer stated Brinks Skyline came to their
door and provided false info to get them signed up.”); Seffner, see id. at 36 (“[P]olo that said
[S]kyline . . . . They came to the door and said they were with ADT.”); Homosassa, see id. at 33 (“They
came to his house and had told his wife that they were with Brinks/ADT and the equipment needed
to be replaced . . . . He is sending me an image of the ID. He read the sides and it is [S]kyline.”); and
Hernando, see id. at 34 (“Customer is confused about his switch to Brinks. He is sta[ti]ng he was
approached at the door by 2 caucasian brinks agents stating they are associated with adt and he needs
to upgrade his keypad and to call adt to cancel. He feels deceived. The contracts states Skyline
management incorporated.”).
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marks omitted)).7 The AC thus sufficiently alleges that Skyline committed a tortious act—in the form
of a civil conspiracy—in Florida.
Resisting this conclusion, the Skyline Defendants advance two main counterarguments. First,
they insist that the R&R’s analysis is “flawed for the independent reason that there is no connexity
between Skyline’s operations in Florida and Plaintiffs’ claims,” since “[i]ndependent contracts conduct
the sales pitches that give rise to ADT’s claims.” Skyline Obj. at 9–10. That distinction matters, they
tell us, because it means that Skyline itself “took none of the actions in Florida out of which ADT’s
claims arise.” Id. at 10. As a preliminary matter, this argument sounds in Subsection (1)(a)(1), even
though (as explained above) the Plaintiffs can proceed only under Subsection (1)(a)(2). Even on its
own terms, though, this independent-contractor defense falls short. The AC alleges that the
salespeople acted as “agents” of Skyline and Brinks. AC ¶ 61 (emphasis added); see also id. ¶ 33 (alleging
that Arroyave “direct[ed] and train[ed] his employees and agents to use deceptive sales practices”
(emphasis added)). So, whether those salespeople are employees or independent contractors makes
no difference at this stage—especially since “independent contractors may indeed become agents
depending on the totality of the circumstances.” Villazon v. Prudential Health Care Plan, Inc., 843 So. 2d
842, 853 (Fla. 2003); see also Gradia v. Baptist Hosp., Inc., 345 So. 3d 385, 387 (Fla. Dist. Ct. App. 2022)
(“A physician’s contracted status as an independent contractor does not preclude a finding of
7 That’s not to say that every allegation finds support in the Exhibits. The AC claims, for
instance, that the “Skyline Defendants organized specific sales teams and call centers to target
customers identified using ADT’s misappropriated business information,” but that allegation doesn’t
appear in Exhibit 1. AC ¶ 51. Still, even if those teams and centers were created outside Florida, their
effects—sending on-the-ground salespeople to target Floridians—occurred in Florida. See Del Valle,
56 F.4th at 1272 (“We have consistently held that, under Florida law, a nonresident defendant commits
a tortious act in Florida by performing an act outside the state that causes injury within Florida.”).
What matters for our personal-jurisdiction inquiry is whether the Plaintiffs adequately allege that
Skyline committed a tortious act in Florida, that they suffered an injury in Florida, and that the tortious
act “gives rise to [the] cause of action.” N. Am. Sugar Indus., Inc. v. Xinjiang Goldwind Sci. & Tech. Co.,
124 F.4th 1322, 1336 (11th Cir. 2025). And, as we’ve explained, the Plaintiffs have met each of these
elements.
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agency.”); Hollingsworth v. Perry, 570 U.S. 693, 713 (2013) (“An essential element of agency is the
principal’s right to control the agent’s actions.” (quotation marks omitted)).
Second, Skyline insists that it “has produced evidence that it took none of the actions in Florida
out of which ADT’s claims arise” and that “ADT offered no evidence to rebut those facts.” Skyline
Obj. at 10; see also id. at 10–11 (“Skyline has submitted sworn evidence that it did not engage in the
wrongful practices that are the basis of Plaintiffs’ claims . . . . And ADT has pointedly failed to rebut
the sworn affidavits.”). But the Exhibits have now been verified. See Affidavit of Marcia Gold (the
“Gold Affidavit”) [ECF No. 157-1] at 1 (attesting to the “provenance and authenticity of Exhibits 1
and 2 to the Amended Complaint”); see also Diamond Crystal Brands, Inc. v. Food Movers Int’l, Inc., 593
F.3d 1249, 1257 (11th Cir. 2010) (“[I]f the defendant makes a showing of the inapplicability of the
long-arm statute, the plaintiff is required to substantiate the jurisdictional allegations in the complaint
by affidavits or other competent proof, and not merely reiterate the factual allegations in the complaint.”
(cleaned up)). So, even if Skyline “rebutted ADT’s prima face case” by flipping the “burden of
submitting contrary evidence,” Skyline Obj. at 4–5, the battle of allegations now stands in
equilibrium—which means, at this stage of the case, that the Plaintiff prevails. See Meier ex rel. Meier v.
Sun Int’l Hotels, Ltd., 288 F.3d 1264, 1269 (11th Cir. 2002) (“Where the plaintiff’s complaint and
supporting evidence conflict with the defendant’s affidavits, the court must construe all reasonable
inferences in favor of the plaintiff.”). To hold otherwise would be to ignore the fundamental principle
that a “district court does not weigh evidence or make credibility determinations” when deciding
whether a plaintiff has satisfied the prima-facie test. Jekyll, 140 F.4th at 1315.
ii. 	Due Process
We next consider whether the exercise of personal jurisdiction over Skyline comports with the
Constitution. See Licciardello v. Lovelady, 544 F.3d 1280, 1283 (11th Cir. 2008) (“If both Florida law and
the United States Constitution permit, the federal district court may exercise jurisdiction over the
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nonresident defendant.” (emphases added)). “The Due Process Clause requires, in the case of specific
personal jurisdiction, that an out-of-state defendant have certain ‘minimum contacts’ with the forum
state.” ECB USA, Inc. v. Savencia Cheese USA, LLC, 148 F.4th 1332, 1340–41 (11th Cir. 2025)
(quotation marks omitted). “An out-of-state defendant has minimum contacts with the forum when
(1) the plaintiff’s claims ‘arise out of or relate to’ one of the defendant’s contacts with the forum state;
(2) the nonresident defendant ‘purposefully availed’ itself of the privilege of conducting activities
within the forum state; and (3) the exercise of personal jurisdiction is in accordance with traditional
notions of ‘fair play and substantial justice.’” Id. at 1341 (quotation marks omitted).
Our Plaintiffs clear all three hurdles. First, their claims “arise out of” or “relate to” Skyline’s
Florida contacts. That standard requires “an affiliation between the forum and the underlying
controversy, principally, an activity or an occurrence that takes place in the forum State and is therefore
subject to the State’s regulation.” Ford Motor, 592 U.S. at 359–60 (cleaned up); see also id. at 362
(explaining that the arise-out-of inquiry “asks about causation,” while the relate-to inquiry “contemplates
that some relationships will support jurisdiction without a causal showing”). Here, a “direct causal
relationship” tethers the claims, Skyline, and Florida, since the AC alleges that Skyline deceived specific
Floridians into leaving ADT for Brinks—and that Skyline did so (in person) on over fifty occasions.
Louis Vuitton, 736 F.3d at 1356. We thus find that the claims arise out of, or at least relate to, Skyline’s
campaign, which was “targeted at or directed to Florida residents.” Del Valle, 56 F.4th at 1275.
Second, the AC adequately alleges that Skyline committed an intentional tort that was aimed
at—and felt within—Florida. “In intentional tort cases, there are two applicable tests for determining
whether purposeful availment occurred.” Louis Vuitton, 736 F.3d at 1356. “Under the effects test, a
nonresident defendant’s single tortious act can establish purposeful availment without regard to
whether the defendant had any other contacts with the forum state.” Del Valle, 56 F.4th at 1276. And,
under the minimum-contacts test, personal jurisdiction is proper when a “nonresident defendant has
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certain minimum contacts with the forum such that the maintenance of the suit does not offend
traditional notions of fair play and substantial justice.” SkyHop, 58 F.4th at 1228 (cleaned up). Applied
here, both tests confer personal jurisdiction over the Skyline Defendants.
Let’s begin with the effects test. “Stated in its broadest construction, the effects test requires
a showing that the defendant (1) committed an intentional tort (2) that was directly aimed at the forum,
(3) causing an injury within the forum that the defendant should have reasonably anticipated.” Oldfield
v. Pueblo De Bahia Lora, S.A., 558 F.3d 1210, 1221 n.28 (11th Cir. 2009); see also Calder v. Jones, 465 U.S.
783, 789 (1984) (explaining that the effects test asks whether a state “is the focal point both of the
story and of the harm suffered”). Those three elements are satisfied here. The AC alleges that Skyline
committed an intentional tort against more than fifty specific Floridians. See AC ¶ 31 (alleging that
“Skyline, Arroyave, Haynes, Hernandez, Ramos, Romero, and VanSlyke agreed to participate and
participated in a conspiracy to target and mislead customers residing in Florida over 50 times”). And
it asserts that this conduct injured the Plaintiffs in Florida. See id. ¶ 167 (“ADT was injured by the
conduct . . . because the stolen trade secrets were used to . . . interfere with ADT’s contracts with its
customers.”). These allegations thus suffice to establish, at this stage of the case, that Skyline
“committed . . . intentional torts specifically aimed at a Florida resident.” Licciardello, 544 F.3d at 1287
(emphasis added).
We reach a similar result under the minimum-contacts test. “Under the minimum contacts test
for purposeful availment, we assess the nonresident defendant’s contacts with the forum state and ask
whether those contacts: (1) are related to the plaintiff’s cause of action; (2) involve some act by which
the defendant purposefully availed himself of the privileges of doing business within the forum; and
(3) are such that the defendant should reasonably anticipate being haled into court in the forum.” Louis
Vuitton, 736 F.3d at 1357. In so doing, we “identify all contacts between a nonresident defendant and
a forum state and ask whether, individually or collectively, those contacts satisfy these criteria.” Ibid.
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As we’ve discussed, the contacts at issue here—using stolen information to trick the residents of 54
Florida homes into leaving ADT for Brinks—both relate to the cause of action and involve conduct by
which the Defendants availed themselves of Florida business activities. And we think it beyond cavil
that a defendant would reasonably anticipate being sued in a state in which it “used . . . deceptive sales
pitches . . . intended to mislead (and that do mislead)” residents and where it “interfere[d]” with
contracts. AC ¶¶ 165, 167; see also Lovelady, 544 F.3d at 1287 (“[W]here a defendant’s tortuous conduct
is intentionally and purposefully directed at a resident of the forum, the minimum contacts
requirement is met, and the defendant should anticipate being haled into court in that forum.”
(quotation marks omitted)). This purposeful conduct, in other words, “created a substantial
connection with the forum state and supports jurisdiction.” Tufts v. Hay, 977 F.3d 1204, 1212 (11th
Cir. 2020) (quotation marks omitted).
Finally, Plaintiffs satisfy the third element of the due-process test. “Once it has been established
that a defendant has purposefully directed his activities at a particular forum, courts still should
determine if the assertion of personal jurisdiction would comport with fair play and substantial
justice.” SEC v. Marin, 982 F.3d 1341, 1350 (11th Cir. 2020). In conducting that analysis, we consider
“(1) the burden on the defendant; (2) the forum’s interest in adjudicating the dispute; (3) the plaintiff’s
interest in obtaining convenient and effective relief; and (4) the judicial system’s interest in resolving
the dispute.” Louis Vuitton, 736 F.3d at 1358. “The plaintiff bears the burden of establishing the first
two prongs, and if the plaintiff does so, a defendant must make a compelling case that the exercise of
jurisdiction would violate traditional notions of fair play and substantial justice.” Id. at 1355.
All the relevant factors support our exercise of personal jurisdiction here. Skyline hasn’t argued
that litigating in our district yields an “inconvenience” of “a constitutional magnitude.” Diamond Crystal
Brands, 593 F.3d at 1274 (quotation marks omitted); see also Republic of Panama v. BCCI Holdings
(Luxembourg) S.A., 119 F.3d 935, 947–48 (11th Cir. 1997) (“[I]t is only in highly unusual cases that
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inconvenience will rise to a level of constitutional concern . . . . [D]ue process protections against
inconvenient litigation have been substantially relaxed.”); Marin, 982 F.3d at 1351 (“Flying to Florida
is no more unusual . . . than following Duke Ellington’s famous counsel to take the A train.”). “Florida
has a very strong interest in affording its residents a forum to obtain relief from intentional misconduct
of nonresidents causing injury in Florida.” Tufts, 977 F.3d at 1212. ADT is headquartered in Boca
Raton, Florida. See AC ¶¶ 5–6. And “[t]he judiciary has an interest in efficiently resolving [a] dispute
in the forum where an extensive record was established.” Louis Vuitton, 736 F.3d at 1358.
* 	* 	*
The Magistrate Judge recommended that we exercise personal jurisdiction over Skyline. We
agree—but find personal jurisdiction proper under Subsection (1)(a)(2), not Subsection (1)(a)(1). We
therefore OVERRULE the Skyline Defendants’ objection as to our jurisdiction over Skyline.
b. 	The Individual Defendants
We next consider whether we can exercise personal jurisdiction over the four Individual
Defendants—Arroyave, Haynes, VanSlyke, and Nuñez Hernandez. The Magistrate Judge found that
“[t]his Court does not have specific personal jurisdiction over any of the individual defendants because
ADT does not put forth sufficient evidence to support jurisdiction.” R&R at 8. As to Nuñez
Hernandez, the R&R noted that he “submitted a sworn declaration contradicting the allegations,”
which “successfully rebutted ADT’s prima facie case,” and that “ADT did not put forth a sliver of
evidence . . . to rebut Hernandez’s affidavit.” Id. at 11–12. As to VanSlyke and Haynes, the R&R found
that “ADT’s opposition, once again, provides no evidence to support this Court’s jurisdiction.” Id. at
14–15. With respect to Arroyave, the R&R explained that, “because ADT did not submit evidence
demonstrating that Arroyave took any actions, intentional or otherwise, to benefit him personally in
order to support jurisdiction over Arroyave,” the “corporate shield doctrine operates to protect
Defendant Arroyave from this Court’s jurisdiction.” Id. at 17. Finally, the R&R rejected the Plaintiffs’
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conspiracy-jurisdiction argument on similar grounds, reasoning that “ADT did not produce evidence
supporting jurisdiction, and therefore, [that] ADT has not carried its burden to show that personal
jurisdiction is proper on the basis of the purported civil conspiracy.” Id. at 19.
The Plaintiffs believe that the R&R “applies too high of a standard at the motion to dismiss
stage” and “ignores ADT’s unrebutted allegations that Hernandez, Haynes and VanSlyke committed
tortious activity.” ADT Obj. at 2. They argue that the R&R “errs in failing to credit ADT’s allegations
supporting conspiracy jurisdiction over each of these individuals, as well as Defendant Arroyave.” Ibid.
The Skyline Defendants counter that the Individual Defendants “had no relevant contacts with Florida
or involvement in the alleged conspiracy” and that “[n]one of them had ever heard of Karen Romero,
Robert McGuiness, or Juan Ramos, the alleged co-conspirators, let alone spoken to them or purchased
something from them.” Skyline Obj. at 3. As a result, the Skyline Defendants insist, the Plaintiffs “did
not carry [their] burden.” Id. at 4; see also id. at 3 (“ADT gets the law backwards . . . . It contends that
bare allegations trump evidence, and asks the Court to rule accordingly. That is not the law.”).
After careful review, we find that we can exercise personal jurisdiction over the Individual
Defendants. As we explained above, the verified Exhibits—which we must credit—tip the evidence
into equipoise.8 And that equipoise means two things: first, that we have personal jurisdiction over
8 Even if the Plaintiffs hadn’t verified the Exhibits, we’re not convinced at this stage that the
declarations the Individual Defendants offered fully undermine the “Plaintiffs’ core theory of
jurisdiction.” Reply at 2. Those declarations purport to establish that the Individual Defendants “have
never met, heard of, spoken to, given anything of value to, or received anything, let alone ADT’s trade
secrets, from Ramos, Romero, or McGuiness.” Ibid. But the conspiracy described in the AC isn’t
necessarily that the Individual Defendants themselves negotiated with or obtained trade secrets from
Ramos, Romero, and McGuiness. See, e.g., AC ¶ 163 (alleging that Ramos “sold it to Defendants
Skyline, Arroyave, Haynes, Nuñez Hernandez, and/or VanSlyke” (emphasis added)); id. ¶ 46 (“[T]he
Skyline Defendants purchased ADT’s proprietary business information when they knew or should have
known it had been unlawfully obtained from Defendant Ramos[.]” (emphasis added)). Instead, the AC
claims, in relevant part, that the Skyline Defendants “agreed to be, and were, members of a conspiracy
to steal, buy, and sell ADT’s confidential business information,” and that the Individual Defendants
“used this unlawfully obtained proprietary business information to cause injury to ADT’s business by
targeting ADT’s customers.” Id. ¶¶ 27, 165. So, it’s possible to accept the declarations and still find
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Skyline under Subsection (1)(a)(2); and second, that the AC adequately alleges that Skyline and the
Individual Defendants agreed to “engage in a conspiracy to steal and profit off ADT’s proprietary
business information and trade secrets in violation of the Defend Trade Secrets Act, the Florida
Uniform Trade Secrets Act, and the common law of unfair competition.” AC ¶ 162.
Conspiracy jurisdiction operates as “an increasingly popular gloss on personal jurisdiction,
where defendants can be subject to personal jurisdiction because a co-conspirator’s minimum contacts
are imputed to the otherwise remote defendant.” Naomi Price & Jason Jarvis, Conspiracy Jurisdiction, 76
S TAN . L. R EV. 403, 405 (2024). And the Eleventh Circuit has “made clear that it recognizes the
existence of conspiracy jurisdiction.” Karnas v. Cuban, 2025 WL 3759241, at *12 (S.D. Fla. Dec. 30,
2025) (Altman, J.); see, e.g., United Techs. Corp. v. Mazer, 556 F.3d 1260, 1281–82 (11th Cir. 2009)
(“Florida courts have held that the state’s long-arm statute can support personal jurisdiction over any
alleged conspirator where any other co-conspirator commits an act in Florida in furtherance of the
conspiracy[.]”). In analyzing “the co-conspirator theory of jurisdiction within Florida’s long-arm
statute,” we begin with a “threshold question”—“whether the allegations of the complaint state a
cause of action for conspiracy.” ECB, 148 F.4th at 1344 (quotation marks omitted). But “Florida law
demands more than general statements to satisfy its long-arm statute: a court will decline to apply the
co-conspirator theory to extend jurisdiction over nonresidents if the plaintiff fails to plead with
specificity any facts supporting the existence of the conspiracy and provides nothing more than vague
and conclusory allegations regarding a conspiracy involving the defendants.” Id. at 1345 (quotation
marks omitted).
that they fail to rebut every aspect of the alleged conspiracy—including, for instance, that “Skyline’s
sales agents . . . are directed by Defendant Arroyave and trained and led by Defendants Haynes,
Nuñez Hernandez, and VanSlyke.” Id. ¶ 145
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“The courts of appeals that have examined the issue more thoroughly have determined
that . . . the appropriate test for alleging a conspiracy theory of jurisdiction” requires claiming that “(1)
a conspiracy existed; (2) the defendant participated in the conspiracy; and (3) a co-conspirator’s overt
acts in furtherance of the conspiracy had sufficient contacts with a state to subject that co-conspirator
to jurisdiction in that state.” Charles Schwab Corp. v. Bank of Am. Corp., 883 F.3d 68, 86–87 (2d Cir.
2018). Our Plaintiffs do just that. They allege that Skyline and the Individual Defendants “conspired
to commit, and have committed, tortious conduct purposefully directed at this District.” AC ¶ 25.
They allege that Skyline acted in furtherance of the conspiracy. See, e.g., AC ¶ 51 (“[T]he Skyline
Defendants organized specific sales teams and call centers to target customers identified using ADT’s
misappropriated business information[.]”); id. ¶ 57 (“Skyline’s and Brinks’ sales agents . . . use
deceptive sales pitches that are intended to mislead (and that do mislead) ADT’s customers into
believing they represent ADT[.]”). And they allege an agency relationship between Skyline and the
Individual Defendants.9 See id. ¶¶ 17–18, 21 (alleging that, “[d]uring all relevant times,” Nuñez
Hernandez, Haynes, and VanSlyke were each “an employee and/or agent of Skyline”); id. ¶¶ 16, 51
(“Arroyave . . . is the founder and chief executive officer of Skyline . . . . Arroyave was directly
knowledgeable of, and participated in, these acts.”); id. ¶ 45 (“The Skyline Defendants acted in concert
with Defendant[ ] Ramos to use the misappropriated business information to financially benefit the
Skyline Defendants and Brinks[.]”).
9 We’ve elsewhere discussed the “compelling reasons to reexamine the viability of the
conspiracy-jurisdiction doctrine” and the fact that “the doctrine stands in tension with the Supreme
Court’s admonition that each defendant’s contacts with the forum State must be assessed individually.”
Karnas, 2025 WL 3759241, at *11, *14 n.12 (cleaned up). But we’ll repeat here our view that “[t]ethering
the doctrine to agency principles prevents conspiracy jurisdiction from swallowing the due-process
values that are enshrined in the personal-jurisdiction inquiry” and “allows courts to stay within the
parameters carved out by the Supreme Court.” Id. at *14 n.12 (cleaned up). Exercising conspiracy
jurisdiction in this case adheres to that principle, since the Plaintiffs allege an agency relationship
between Skyline and the Individual Defendants.
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Those allegations suffice to establish conspiracy jurisdiction under current Eleventh Circuit
precedent. So, we needn’t undergo a separate due-process analysis as to the Individual Defendants,
since conspiracy jurisdiction sweeps within the court’s ambit defendants who otherwise lack traditional
minimum contacts.10 See Wilcox v. Stout, 637 So. 2d 335, 337 (Fla. Dist. Ct. App. 1994) (holding that,
if a plaintiff “has successfully alleged that any member of that conspiracy committed tortious acts in
Florida in furtherance of that conspiracy, then all of the conspirators are subject to the jurisdiction of
the state of Florida” (emphases added)). We therefore SUSTAIN the Plaintiffs’ objection as to our
jurisdiction over the Individual Defendants.
c. 	Brinks
Finally, we can exercise personal jurisdiction over Brinks without reaching the merits of the
Plaintiffs’ arguments because Brinks hasn’t challenged personal jurisdiction. See Resp. at 4 (“[N]either
Brinks entity named in this suit challenges personal jurisdiction.”); R&R at 5 n.2 (“Defendant Brinks
is not challenging personal jurisdiction.”).
“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). But “[b]ecause the requirement of personal jurisdiction
represents first of all an individual right, it can, like other such rights, be waived.” Ins. Corp. of Ireland
v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703 (1982); see also Oldfield, 558 F.3d at 1218 n.21
(“[O]bjections to personal jurisdiction—unlike subject matter jurisdiction—are waivable.”). We
10 Nor must we reach the corporate-shield argument as to Arroyave. Still, we note that this
doctrine “is inapplicable where” a plaintiff adequately alleges that “the corporate officer commits
intentional torts.” Louis Vuitton, 736 F.3d at 1355; see also Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla.
1993) (“A corporate officer committing fraud or other intentional misconduct can be subject to
personal jurisdiction, however.”). And the AC alleges that Arroyave “personally and intentionally
engaged in conduct that was calculated to inflict a direct injury upon a resident of Florida.” Villarino
v. Joekel, 2025 WL 2329959, at *6 (11th Cir. Aug. 13, 2025) (cleaned up); see, e.g., AC ¶ 89 (“Arroyave
was directly involved in, and knowledgeable of, Skyline’s establishment of specific call centers to help
target and convert ADT customers identified using ADT’s misappropriated business information.”).
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therefore find that, in declining to challenge personal jurisdiction, Brinks has submitted to our
jurisdiction. See Posner, 178 F.3d at 1214 n.4 (11th Cir. 1999) (“Essex did not move for dismissal on
the grounds that the Florida courts lacked personal jurisdiction over it. By omitting this defense from
its motion, Essex waived any challenge it could have asserted to the court’s exercise of personal
jurisdiction over it.”).
II. 	Timeliness
The Defendants next argue that seven of the AC’s ten counts are time-barred. The Magistrate
Judge agreed in part, recommending that we find Counts I, II, and VIII untimely. But, as we explain
below, we find that all the AC’s counts are timely.
a. 	The Trade-Slander, Negligence, and Unjust-Enrichment Claims
No Defendant challenges the R&R’s finding as to the timeliness of Counts V, IX, and X.
Count V asserts a trade-slander claim against the Skyline Defendants. See AC ¶¶ 137–41. And Counts
IX and X assert claims for negligence and unjust enrichment, respectively, against Brinks only. See AC
¶¶ 169–189. The Magistrate Judge recommended that we find all three claims timely because each was
“based on [the] alleged continued misappropriation of ADT’s proprietary business information” and
so “continuing in nature.” R&R at 27; see also id. at 26 (“[T]he continuing tort doctrine precludes . . . the
statute of limitations defense.”).
Skyline offers no objection to that finding as to Count V. And while it notes that “it is not
clear that ADT has alleged any continuous tort (merely reciting the legal standard does not suffice),”
Brinks concedes that “the Court need not resolve this issue” because “the R&R recommends dismissal
of the negligence count on other grounds.” Brinks Obj. at 2 n.3 (citations omitted); see also ibid.
(“Similarly, because the R&R recommends dismissal of the trade slander and unjust enrichment claims
for other reasons, the Court need not reach the limitations question as to those claims either.”). So,
finding no clear error in the R&R’s disposition of the timeliness of those counts, we turn directly to
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the remaining seven counts. See Bradshaw v. Reliance Standard Life Ins. Co., 707 F. App’x 599, 604 (11th
Cir. 2017) (noting that Eleventh Circuit Rule 3–1 provides that “[a] party failing to object to a
magistrate judge’s findings or recommendations contained in a report and recommendation in
accordance with the provisions of 28 U.S.C. § 636(b)(1) waives the right to challenge on appeal the
district court’s order based on unobjected-to factual and legal conclusions”).
b. 	The Trade-Secret Claims
Counts I and II allege FUTSA and DTSA claims against the Skyline Defendants (as well as
Ramos and Romero). See id. ¶¶ 96–118. Each of these claims is subject to a three-year limitations
period. See 18 U.S.C. § 1836(d) (providing that DTSA claims “may not be commenced later than 3
years after the date on which the misappropriation with respect to which the action would relate is
discovered or by the exercise of reasonable diligence should have been discovered”); FLA . S TAT.
§ 688.007 (providing that a FUTSA claim “must be brought within 3 years after the misappropriation
is discovered or by the exercise of reasonable diligence should have been discovered”). And both
§ 1836(d) and § 688.007 toll the clock until the misappropriation is “discovered or by the exercise of
reasonable diligence should have been discovered.”
The Magistrate Judge recommended that we dismiss both counts—without prejudice—as
untimely. See R&R at 25. 	Even though “ADT alleges it did not become aware of the alleged
misappropriation until 2023,” the R&R explained, “Exhibit 1 . . . shows that ADT received complaints
in January 2019 putting ADT on notice of Defendants’ alleged misconduct,” but “did not plead its
inability to have made an earlier discovery despite reasonable diligence.” Ibid. Our Plaintiffs object to
that finding, arguing that the R&R “seems to confuse [the fact] that reports of deceptive sales practices by
Defendants’ sales agents do[ ] not equate to notice of the theft of alleged trade secrets.” ADT Obj. at 13.
In their view, “[t]he fact that ADT received complaints of deceptive sales practices dating back to
2019 cannot be said to reasonably put ADT on notice that some defendants were improperly acquiring
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and using ADT’s trade secrets to commit those deceptions,” and so “the DTSA and FUTSA claims
were asserted by ADT within three years of the time that it reasonably learned its trade secrets may
have been misappropriated in 2023.” Id. at 13–14. The Defendants counter that this theory is “belied
by the entry at line 49” of Exhibit 1, “where the allegation is not deceptive sales practices, but rather
that Skyline has ‘access to ADT customer list/info.’” Def. Opp. at 12. So, as the Defendants see it,
“ADT should have discovered that its customer lists had been compromised in 2019, when customers
complained about access to their information.” Ibid.
Here’s 	the 	problem 	with 	the 	Defendants’ 	theory. 	Exhibit 	1 	collates Skyline-specific
complaints, organizing the material by date and by content. But this sorting represents ADT
employees’ “determination of whether, and what type of the deceptive sales conduct occurred.” Gold
Aff. at 7. Indeed, ADT operators “input the date of the respective incident” and, after “identif[ying]
missing or vague information as to what appears to be a deceptive sales practice,” “will often
investigate the incident further,” “call the customer to discuss the subject events,” and then “update
the form to reflect the date of the call and a summary of the discussion.” Id. at 3, 4. So, while Exhibit
1 notes that misappropriation occurred in 2019, it doesn’t purport to establish that the Plaintiffs
became aware of the issue in 2019. It might be true, in other words, that the Plaintiffs had enough
information in 2019 to piece together the theft of trade secrets. But the Plaintiffs allege otherwise, and
the law is well-settled that we must resolve all reasonable inference in the Plaintiffs’ favor at this early
stage of the litigation.
“In deciding a Rule 12(b)(6) motion to dismiss, the court must accept all factual allegations in
a complaint as true and take them in the light most favorable to [the] plaintiff.” Dusek, 832 F.3d at
1246. And crediting the Plaintiffs’ allegations that they didn’t become aware of any trade-secret theft
until 2023, see AC ¶ 43 (“Shortly after ADT became aware of this conduct, on October 11, 2023, ADT
terminated Ramos for stealing ADT’s proprietary business information[.]”), we cannot say that “it is
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apparent from the face of the complaint that the claim is time-barred,” Beach Cmty. Bank v. CBG Real
Est. LLC, 674 F. App’x 932, 934 (11th Cir. 2017). So, “[a]ccepting as true the allegations in the
complaint, we cannot conclude as a matter of law” that ADT “should have discovered” the alleged
theft more than three years before the filing of the complaint. Beach Cmty. Bank, 674 F. App’x at 935.
We therefore SUSTAIN the Plaintiffs’ objections as to the timeliness of Counts I and II.
c. 	Civil Conspiracy
Count VIII alleges a civil-conspiracy claim against the Skyline Defendants (as well as Ramos
and Romero). See id. ¶¶ 162–68. “[A]ctions for conspiracy in Florida are governed by the four year
statute of limitations.” Newberger v. U.S. Marshals Serv., 751 F.2d 1162, 1166 (11th Cir. 1985) (quotation
marks omitted); see also Coursen v. Shapiro & Fishman, GP, 588 F. App’x 882, 886 n.3 (11th Cir. 2014)
(“[T]he statute of limitations for civil conspiracy is four years, pursuant to Fla. Stat. § 95.11(3)(o).”);
FLA . S TAT . § 95.11(3)(o) (providing that “[a]ny action not specifically provided for in these statutes”
must be brought “[w]ithin four years” (cleaned up)). The Magistrate Judge viewed this claim as time-
barred because, “[l]ike ADT’s DTSA and FUTSA claims, ADT’s civil conspiracy claim is based on
Defendants’ alleged theft of trade secrets,” and this theft “is not a tort that is continuing in nature.”
R&R at 26. The R&R thus concluded that, since “Exhibit 1 . . . shows that ADT received complaints
in January 2019,” the “civil conspiracy claim began to accrue in 2019” and the “statute of limitations
for this claim expired in 2023.” Ibid.
Our Plaintiffs argue that this finding “suffers from the same flawed reasoning as the
recommendation on the DTSA and FUTSA claims”—i.e., it “fails to distinguish between general
complaints of deceptive sales practices” and “ADT’s knowledge that the defendants were improperly
using ADT’s trade secrets to commit those deceptive practices.” ADT Obj. at 15. They further
contend that the R&R “fails to acknowledge the sheer number of deceptive sales practices at issue,
and that each incident is an actionable tort subject to a new limitations period.” Id. at 14. And they
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add that the R&R “defies logic” because “Ramos did not even work at ADT in 2019,” so it “makes
no sense that Ramos would have been misappropriating ADT’s trade secrets and selling them to the
other defendants in 2019 so as to trigger the statute of limitation for civil conspiracy at that time.” Id.
at 15–16.
The Skyline Defendants respond that the R&R “properly found that ADT’s civil conspiracy
claim is time barred.” Skyline Opp. at 13. They point to the Plaintiffs’ “concession” at “oral argument”
that “the civil conspiracy relates to the theft of the trade secret only, not to the deceptive sales
practice,” which they say “foreclose[s]” the argument that the R&R overlooked the “continuing nature
of the deceptive sales practices.” Ibid. (quotation marks omitted). And they deny any “logical fallacy”
in the R&R’s timeline, noting that the AC alleges that the conspiracy was in motion “since at least
2018,” that Ramos worked at ADT from 2014 to 2017, and that Ramos allegedly had a “mole” inside
the company during his absence. Id. at 13–14.
Our analysis as to Counts I and II applies with equal force here. The Defendants assert that
the Plaintiffs first became aware of the conspiracy in 2019, but the Plaintiffs allege that they didn’t
know about the tort until 2023. “[A]t the motion-to-dismiss stage, a complaint may be dismissed on
the basis of a statute-of-limitations defense only if it appears beyond a doubt that Plaintiffs can prove
no set of facts that toll the statute.” Lindley v. City of Birmingham, 515 F. App’x 813, 815 (11th Cir. 2013)
(cleaned up). And, as we explained above, the Gold Affidavit casts some doubt on the Defendants’
theory. So, faced with competing evidence, we must draw all reasonable inferences in favor of the
Plaintiffs. And since the Plaintiffs credibly allege that Count VIII didn’t begin to accrue until 2023, we
SUSTAIN the Plaintiffs’ objection as to the timeliness of Count VIII.
d. 	The Lanham Act, Tortious-Interference, and Unfair-Competition Claims
Finally, we consider the timeliness of four counts—alleging Lanham Act (Counts III and IV),
tortious-interference (Count VI), and unfair-competition (Count VII) claims—against Brinks and the
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Skyline Defendants. See AC ¶¶ 119–36, 142–49, 162–68. The Magistrate Judge found those counts
timely. As to the Lanham Act claims, the R&R noted that “the Lanham Act does not specify a statute
of limitations.” R&R at 27. As to the other claims, the R&R found them “continuing in nature because
they are based on [the] Defendants’ alleged continued misappropriation of ADT’s proprietary business
information”—and therefore, the R&R added, “the continuing tort doctrine precludes [the]
Defendants’ statute of limitations defense.” Ibid.
Brinks counters with two objections.11 First, Brinks says that “the R&R incorrectly concludes
that claims under the Lanham Act have no statute of limitations.” Brinks Obj. at 3. “Though the text
of the Lanham Act itself does not prescribe a statute of limitations,” Brinks contends, “the Eleventh
Circuit has made clear that the four-year limitations period governing most analogous state law claims
also applies to Lanham Act claims.” Ibid. Second, Brinks argues that the R&R “erroneously states that
ADT’s tortious interference and common law unfair competition claims are ‘continuing in nature’”
because “ADT does not allege that Brinks . . . ever misappropriated ADT’s proprietary information.”
Id. at 3–4; see also id. at 4 (“Brinks . . . is not named as a defendant on the trade secret claims in this
case . . . . As such, ADT’s claims against Brinks . . . cannot possibly be ‘continuing’ based on such
conduct.”).
Our Plaintiffs offer two responses. As to the Lanham Act claims, they say that “ADT does
not dispute Brinks’ contention that the statute of limitations for Lanham Act claims in this district is
four years in light of the statute of limitations for analogous Florida law claims.” ADT Opp. I at 2.12
11 The Skyline Defendants focus their objections exclusively on personal jurisdiction. So, as we
noted above, they’ve forfeited for now the chance to object to the R&R’s findings both on the
timeliness and on the merits of the ten counts.
12 Nor do we. See Pinnacle Advert. & Mktg. Grp., Inc. v. Pinnacle Advert. & Mktg. Grp., LLC, 7
F.4th 989, 1005 (11th Cir. 2021) (“[B]ecause the Lanham Act does not contain a statute of limitations,
we consider the limitations period for analogous state law claims as the touchstone for laches. The
analogous Florida limitations period for this type of action is four years.” (cleaned up)); see also Martin
v. E.C. Publications, Inc., 849 F. App’x 239, 241 (11th Cir. 2021) (“Because Florida law provides no
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Instead, the Plaintiffs argue that the AC “states timely claims against Brinks based on a pattern of
deceptive conduct spanning from 2020 until the February 27, 2024 filing of the Complaint” and that
“Exhibit 2 contains several hundred instances of Brinks’ misconduct within the four year statute of
limitations period.” Ibid. In other words, “[t]he instances of Brinks’ misconduct prior to 2020 simply
provide evidence that Brinks was on notice that its sales representatives were engaged in a pattern of
deceptive conduct, which is relevant for proving punitive damages.” Ibid.
As to the tortious-interference and unfair-competition claims, our Plaintiffs insist that “this
Court does not need to find that Brinks’ conduct was a continuing act, as opposed to hundreds of
individual acts, for ADT to state a claim because there are several hundred instances within the four
year limitations period of Brinks engaging in . . . tortious interference with a contract and common
law unfair competition.” Id. at 2–3; see also id. at 3 n.3 (“ADT does not contend, based on the facts
available to it at this time, that Brinks misappropriated its proprietary information. But that has
absolutely no bearing on whether ADT’s tortious interference with a contract and common law unfair
competition claims are timely, as those claims are supported by the several hundred instances of
deceptive practices outlined in Exhibit 2.”).
We agree with the Plaintiffs. In bringing the Lanham Act claims, the AC describes ongoing
violations. It alleges, for instance, that the Defendants “confuse ADT’s customers as to the affiliations
of . . . Skyline and Brinks . . . with ADT,” that sales agents from both Skyline and Brinks “use false
representations of affiliation with ADT . . . with the intent of deceiving ADT’s customers as to a
relationship or affiliation with ADT that does not exist,” and that “ADT has been and will continue
to be damaged as a result.” AC ¶¶ 120, 121, 124, 127. Moreover, the AC incorporates both Exhibits.
specific limitations period for Plaintiff’s trademark, unfair competition, or misappropriation claims,
the catch-all four-year limitations period in Fla. Stat. § 95.11(3)[ ] applies.”); FLA . S TAT. § 95.11(3)
(imposing a four-year limitations period on “[a]ny action not specifically provided for in these
statutes”).
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See id. ¶ 125 (“In fact, as documented in the accompanying Exhibit 1 (as to Skyline) and Exhibit 2 (as
to Brinks), they already have created confusion among customers and will continue to do so if
permitted to continue.”). So, any Brinks-specific allegations between June 17, 2020, and June 17, 2024
(i.e., the date on which the Plaintiffs filed the AC) fall within the four-year statute of limitations, and
there’s no need for a continuing-violation analysis.13 And, as the Plaintiffs appear to concede, any
Brinks-specific claims arising before that period—to the extent they exist—fall outside the statute of
limitations. See ADT Opp. I at 2 (“ADT’s Lanham Act claims, based on a four-year long pattern of
deceptive conduct from 2020-2024, are not barred by the statute of limitations.”).
This analysis applies with equal force to the tortious-interference and unfair-competition
claims—both of which likewise have four-year limitations periods. See King v. Bencie, 806 F. App’x 873,
876 (11th Cir. 2020) (noting that, under Florida law, “a four-year limitations period applies to claims
of tortious interference with contractual rights and advantageous business relationships”); Martin v.
E.C. Publications, Inc., 849 F. App’x 239, 241 (11th Cir. 2021) (“Because Florida law provides no specific
limitations 	period 	for . . . unfair 	competition . . . claims, 	the 	catch-all 	four-year 	limitations
period . . . applies.”). We therefore OVERRULE Brinks’s objections as to Counts III, IV, VI, and
VII, except as to any claims predating June 17, 2020.
13 The Plaintiffs filed their original Complaint on February 27, 2024, but that Complaint didn’t
assert any claims against Brinks. See generally Complaint. Because Brinks wasn’t named in the original
Complaint, we can’t say that the AC’s claims against Brinks relate back to the claims in that original
Complaint—which means we can’t say that February 27, 2020 (instead of June 17, 2020) is the cut-
off for any Brinks-specific claims. See FED . R. C IV. P. 15(c)(1) (“An amendment of a pleading relates
back to the date of the original pleading when relation back is permitted by the law that provides the
statute of limitations applicable to the action.”). And nothing in the record leads us to suspect that
excluding Brinks from the original Complaint marked anything but “a deliberate choice to sue one
party instead of another.” Krupski v. Costa Crociere S. p. A., 560 U.S. 538, 549 (2010); see also id. at 548–
49 (“The question under Rule 15(c)(1)(C)(ii) is . . . whether [the defendant] knew or should have
known that it would have been named as a defendant but for an error.”).
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III. 	The Merits
Having considered the timeliness of the AC, we turn now to its merits. As we explain below,
we find that all the counts—except for IX and X—survive the MTD.
a. 	The Lanham Act, Tortious-Interference, and Unfair-Competition Claims
The Magistrate Judge believed that the Plaintiffs had stated viable Lanham Act (Counts III
and IV), tortious-interference (Count VI) and unfair-competition (Count VII) claims against the
Defendants. See AC ¶¶ 119–36, 142–49, 162–68. In a global objection to that recommendation, Brinks
argues that the R&R erred by allowing the Plaintiffs “to proceed based on generalized allegations”
that “sound in fraud.” Brinks Obj. at 5. Because Counts III, IV, VI, and VII “repeatedly use words
like ‘scheme,’ ‘fraud,’ ‘false,’ and ‘deception,’” Brinks contends, Rule 9(b)’s heightened pleading
standard applies. Ibid. And, under that standard, Brinks says, those counts are “not sufficient” because
they “merely (i) assert that a series of unidentified individuals were speaking on behalf of Brinks Home
(thus, assuming the conclusion ADT sets out to prove) and (ii) provide garbled second- and third-
hand summaries of what someone allegedly said to these customers.” Ibid.
The Plaintiffs maintain that “ADT has adequately pled its Lanham Act, tortious interference,
and common law unfair competition claims.” ADT Opp. I at 4. “As a preliminary matter,” they insist,
“the Objections fail to cite to a single case applying the 9(b) pleading standard to Lanham Act, tortious
interference with a contract, or common law unfair competition claims.” Ibid. And, even if that
pleading standard applied, our Plaintiffs continue, “Exhibit 2 . . . goes into painstaking detail regarding
Brinks’ misconduct including the date of the deceptive conduct; the deceptive statement made; which
of the entity defendants the sales representative was working on behalf of; and in many cases, the first
and last name of the specific Brinks sales representative that made the statement.” Id. at 4–5; see also
id. at 5 (“Even for the instances of deceptive conduct where ADT has not been able to identify the
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first and last name of the Brinks sales representative, ADT has identified every other detail of the
interaction, including date, exact location, and content of the deceptive statement.”).
Our analysis here proceeds in two parts. First, we address Brinks’s contention that Counts III,
IV, VI, and VIII fail to survive Rule 9(b)’s heightened pleading standard. Second, we address the merits
of those counts.
i. 	The Pleading Standard
We can assume without deciding that Rule 9(b)’s pleading standard applies to these four
claims. See, e.g., ZAGG Inc. v. Ichilevici, 2024 WL 5186468, at *4–5 (S.D. Fla. Dec. 20, 2024) (Altman,
J.) (noting that the Eleventh Circuit “has not yet weighed in” on whether Rule 9(b) applies to Lanham
Act claims); Medimport S.R.L. v. Cabreja, 929 F. Supp. 2d 1302, 1319 n.10 (S.D. Fla. 2013) (Moreno,
C.J.) (“Although Rule 9(b) does not apply to a tortious interference claim, it does apply to fraud
allegations underlying such a claim.”); Third Party Verification, Inc. v. Signaturelink, Inc., 492 F. Supp. 2d
1314, 1327 (M.D. Fla. 2007) (Conway, J.) (“[The Defendant] also argues that [the] unfair competition
claim does not rise to the level of particularity required by Rule 9. However, [the Defendant] fails to
cite any law whatsoever that such claims must meet Rule 9’s standards.”); see also U.S. ex rel. Clausen v.
Lab’y Corp. of Am., 290 F.3d 1301, 1314 n.25 (11th Cir. 2002) (explaining that an “exception” to Rule
9(b)’s standard “may apply in appropriate circumstances to aid those alleging prolonged multi-act
schemes”); Burgess v. Religious Tech. Ctr., Inc., 600 F. App’x 657, 662 (11th Cir. 2015) (“Allegations of
date, time or place satisfy the Rule 9(b) requirement that the circumstances of the alleged fraud must
be pleaded with particularity, but alternative means are also available to satisfy the rule.” (quotation
marks omitted)). And we can make that assumption because Counts III, IV, VI, and VII overcome
Rule 9(b)’s higher bar.
Rule 9(b) provides that, “[i]n all averments of fraud or mistake, the circumstances constituting
fraud or mistake shall be stated with particularity.” FED . R. C IV. P. 9(b). “Rule 9(b) is satisfied if the
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complaint sets forth (1) 	precisely what statements were made in what documents or oral
representations or what omissions were made, and (2) the time and place of each such statement and
the person responsible for making (or, in the case of omissions, not making) same, and (3) the content
of such statements and the manner in which they misled the plaintiff, and (4) what the defendants
obtained as a consequence of the fraud.” Ziemba v. Cascade Int’l, Inc., 256 F.3d 1194, 1202 (11th Cir.
2001) (quotation marks omitted). “Notably, Rule 9(b) does not require a plaintiff to allege specific
facts related to the defendant’s state of mind when the allegedly fraudulent statements were made.”
Mizzaro v. Home Depot, Inc., 544 F.3d 1230, 1237 (11th Cir. 2008). “Instead, as Rule 9(b) itself states,
malice, intent, knowledge, and other conditions of a person’s mind may be alleged generally.” Ibid.
(cleaned up). In short, a complaint satisfies Rule 9(b) “if it pleads the who, what, when, where, and
how of the allegedly false statements and then alleges generally that those statements were made with
the requisite intent.” Rife v. Newell Brands, Inc., 632 F. Supp. 3d 1276, 1311 (S.D. Fla. 2022) (Altman, J.)
(cleaned up).
The Plaintiffs’ Lanham Act, tortious-interference, and unfair-competition allegations meet
that standard. The AC alleges that the Defendants and their agents “use false representations of
affiliation with ADT to confuse ADT’s customers as to the agents’ true affiliation, to interest the
customers in their pitches, to win the customers’ trust, and to gain access to their homes.” AC ¶ 121;
see also id. ¶ 130 (alleging that “[t]hese material misrepresentations and omissions . . . wrongly cause
customers to switch their services from ADT to Skyline/Brinks”). And the Exhibits identify specific
sales agents, specific misrepresentations, specific dates, and specific incidents. See, e.g., Ex. 1 at 52
(alleging that “a brinks agent named Lee Cordova . . . [is] going door to door telling people that brinks
purchased ADT and was taking over our accounts in the area”); id. at 14 (“[A] man came by named[ ]
Alfonso Mendez and said he was with ADT and she needed an upgrade on her box[.]”); Ex. 2 at 5
(“[A] technician named Shane Herrod went to her home and told her that Brinks bought out ADT[.]”);
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id. at 49 (“[A] man named Christopher Alvarez represented himself as an ADT employee and stated
her system was outdated and needed to be replaced.”). The AC further alleges that “Skyline and Brinks’
conduct is knowing and intentional.” AC ¶ 82; see also ibid. (“At worst, Skyline and Brinks knowingly
teach and condone these actions by their sales agents. At best, Skyline and Brinks’ management are
aware of such conduct but do not take sufficient actions to stop it[.]”). And the AC claims that these
misrepresentations enabled “both Skyline and Brinks” to reap “millions of dollars of ill-gotten
profits.” AC ¶ 36. We thus conclude that the AC sufficiently alerts the Defendants “to the precise
misconduct with which they are charged” and, therefore, satisfies Rule 9(b)’s heightened pleading
standard. Ziemba, 256 F.3d at 1202 (quotation marks omitted).
ii. 	Stating Claims for Relief
Having confirmed that the allegations pass muster even under Rule 9(b), we now consider
whether these four counts state viable claims for relief. We conclude that they do and OVERRULE
Brinks’s objections.14
1. 	Affiliation Misrepresentation
Count III brings an affiliation-misrepresentation claim under the Lanham Act, 18 U.S.C.
§ 1125(a)(1)(A), against the Defendants. See AC ¶¶ 119–28. According to the Plaintiffs, “ADT and its
marks are injured” by the Defendants’ “use of false representations of affiliation with ADT to confuse
ADT’s customers as to the agents’ true affiliation.” Id. ¶¶ 119–20. The Magistrate Judge determined
that “ADT has sufficiently stated a claim under 15 U.S.C. § 1125(a)(1)(A)” by alleging that “it
14 Brinks objects to the R&R on only two grounds—that certain counts are untimely and that
“the R&R does not hold one way or the other whether Rule 9(b) applies in this case and does not
appear to apply Rule 9(b)’s stringent pleading standard.” Brinks Obj. at 4. But Brinks offers no
argument as to the specifics of the Lanham Act, tortious-interference, and unfair-competition claims.
And, despite being named in those counts, the Skyline Defendants—as emphasized above—limit their
objections to the personal-jurisdiction issue. We therefore examine Counts III, IV, VI, and VIII
without merits-based objections from the Defendants.
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owns . . . and has used the tradename ADT over a hundred years,” that the “Defendants used false
representations of affiliation with ADT to confuse ADT’s customers,” and that “[t]he false and
misleading statements are likely to confuse consumers.” R&R at 28. We agree.
The Lanham Act provides that “[a]ny person who, on or in connection with any goods or
services, or any container for goods, uses in commerce any word, term, name, symbol, or device, or
any combination thereof, or any false designation of origin, false or misleading description of fact, or
false or misleading representation of fact, which . . . is likely to cause confusion, or to cause mistake, or to
deceive as to the affiliation, connection, or association of such person with another person, or as to the origin, sponsorship,
or approval of his or her goods, services, or commercial activities by another person . . . shall be liable in a civil action
by any person who believes that he or she is or is likely to be damaged by such act.” 18 U.S.C.
§ 1125(a)(1)(A) 	(emphasis 	added). 	Section 	1125(a)(1)(A) 	“protects 	trademark 	owners 	from
infringement and unfair competition.” Suntree Techs., Inc. v. Ecosense Int’l, Inc., 693 F.3d 1338, 1344 (11th
Cir. 2012).
“[T]o demonstrate infringement, a party must show (1) that it had trademark rights in the mark
or name at issue and (2) that the other party had adopted a mark or name that was the same, or
confusingly similar to its mark, such that consumers were likely to confuse the two.” Id. at 1348
(quotation marks omitted). “In determining whether a likelihood of confusion exists, the fact finder
evaluates a number of elements including: the strength of the trade dress, the similarity of design, the
similarity of the product, the similarity of retail outlets and purchasers, the similarity of advertising
media used, the defendant’s intent, and actual confusion.” AmBrit, Inc. v. Kraft, Inc., 812 F.2d 1531,
1538 (11th Cir. 1986). But, “of these seven factors, we consider the type of mark and the evidence of
actual confusion to be the two most important factors.” Suntree Techs., 693 F.3d at 1346 (cleaned up).
In moving to dismiss Count III, the Defendants argue that the “Plaintiffs fail to state a false
affiliation claim because they fail to adequately plead actual confusion by consumers, which is the best
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evidence of likelihood of confusion.” MTD at 24 (quotation marks omitted). Not so. The AC alleges
that “Skyline’s sales agents” and “Brinks’ sales agents” “already have created confusion among
consumers and will continue to do so if permitted to continue.” AC ¶¶ 120, 121, 125. This confusion,
the AC alleges, results in “many” ADT customers “signing contracts with Skyline in the mistaken
belief that they are contracting with ADT or one of its affiliates.” Id. ¶ 126; see also id. ¶ 127 (“ADT
has been and will continue to be damaged . . . by the disruption of ADT’s relationships with its
customers, by the diversion of ADT’s customers to the Skyline Defendants, by ADT’s lost royalties,
by ADT’s loss of control of the use of its brand in the market, and by damage to ADT’s goodwill and
reputation as a reliable provider of security systems.”). And, for good measure, the Exhibits identify
hundreds of examples of customer confusion. See, e.g., Ex. 1 at 17 (“I’m very confused by all of this.
Brinks man said no that ADT was not going out of business. Now I don’t even have an alarm system
as Brinks lady unhooked it all.”); Ex. 2 at 10 (“Customer stated that she was confused because if they
bought out ADT why is ADT calling her. They told her that Brinks bought out ADT 3 years ago and
they told her it’s the same company they were just upgrading.”). These allegations plainly suffice to
state an affiliation-misrepresentation claim at this stage of the case.15
15 We read Count III—styled as an affiliation-misrepresentation claim—as asserting a false-
designation-of-origin claim. See Optimum Techs., Inc. v. Henkel Consumer Adhesives, Inc., 496 F.3d 1231,
1248 (11th Cir. 2007) (“[S]ection 43(a)’s language—which prohibits a ‘false designation of origin’—
has been construed by the courts as creating a federal action for ‘passing off,’ which occurs ‘when a
producer misrepresents his own goods or services as someone else’s.”); see also Dastar Corp. v. Twentieth
Century Fox Film Corp., 539 U.S. 23, 28 n.1 (2003)(“Passing off (or palming off, as it is sometimes
called) occurs when a producer misrepresents his own goods or services as someone else’s. ‘Reverse
passing off,’ as its name implies, is the opposite: The producer misrepresents someone else’s goods or
services as his own.” (citations omitted)). To the extent the Plaintiffs are trying to assert a trademark-
infringement claim instead, our analysis would remain unchanged. See Suntree Techs., 693 F.3d at 1346
(“In order to prevail on federal claim of trademark infringement and unfair competition, a trademark
owner must show (1) that it had trademark rights in the mark or name at issue and (2) that the other
party had adopted a mark or name that was the same, or confusingly similar to its mark, such that
consumers were likely to confuse the two.” (quotation marks omitted)).
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2. 	False Advertising
Count IV advances a false-advertising claim under the Lanham Act, 18 U.S.C. § 1125(a)(1)(B),
against the Defendants. See AC ¶¶ 129–36. The Magistrate Judge found that the allegations of
“widespread use of improper sales tactics to thousands of customers through door-to-door sales”—
combined with the “detail[s]” listed in Exhibit 2 and the allegations concerning the “false and
misleading speech made by . . . competitors . . . for the purpose of converting customers”— “state a
claim for violation of the Lanham Act 15 U.S.C. § 1125(a)(1)(B),” at least “[a]t this stage.” Id. at 29–
30. Again, we agree.
Under the Lanham Act, “[a]ny person who, on or in connection with any goods or services,
or any container for goods, uses in commerce any word, term, name, symbol, or device, or any
combination thereof, or any false designation of origin, false or misleading description of fact, or false
or misleading representation of fact, which . . . in commercial advertising or promotion, misrepresents the nature,
characteristics, qualities, or geographic origin of his or her or another person's goods, services, or commercial
activities . . . shall be liable in a civil action by any person who believes that he or she is or is likely to
be damaged by such act.” 18 U.S.C. § 1125(a)(1)(B) (emphasis added). “A defendant is liable for false
advertising under the Lanham Act if (1) the defendant’s statements were false or misleading; (2) the
statements deceived, or had the capacity to deceive, consumers; (3) the deception had a material effect
on the consumers’ purchasing decision; (4) the misrepresented service affects interstate commerce;
and (5) the plaintiff has been, or likely will be, injured as a result of the false or misleading statement.”
Hi-Tech Pharms., Inc. v. HBS Int’l Corp., 910 F.3d 1186, 1196 (11th Cir. 2018) (quotation marks omitted).
Our Plaintiffs satisfy those elements.
First, they allege that the Defendants made false or misleading statements. “A statement is
‘false or misleading’ if it is literally false as a factual matter or if it is literally true or ambiguous but
implicitly conveys a false impression, is misleading in context, or is likely to deceive customers.”
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ZAGG, 2024 WL 5186468, at *6 (cleaned up). And, as we discussed above, the AC alleges that “Skyline
and Brinks sales representatives have misled scores of ADT customers into believing, among other
things: (1) that the Skyline/Brinks agent was simply ‘updating’ or ‘upgrading’ the ADT customer’s
equipment, when in reality the Skyline/Brinks agent was switching out the ADT system for a
Skyline/Brinks system; (2) that ADT has been bought out or is going out of business and that
Skyline/Brinks is taking over ADT accounts; and (3) that Skyline/Brinks is a subcontractor, installer,
or is otherwise affiliated with or acting on behalf of ADT.” AC ¶ 55.
Second, the Plaintiffs allege that these statements deceived ADT consumers—and that the
deception was material. Because “not all deceptions affect consumer decisions,” a “plaintiff must
establish that the defendant’s deception is likely to influence the purchasing decision.” ZAGG, 2024
WL 5186468, at *6 (quotation marks omitted). “A plaintiff may establish this materiality requirement
by proving that the defendants misrepresented an inherent quality or characteristic of the product.”
Ibid. (quotation marks omitted). Here, the AC alleges that “Skyline’s and Brinks’ sales agents . . . use
deceptive sales pitches that are intended to mislead (and that do mislead) ADT’s customers into
believing they represent ADT, that Skyline/Brinks is affiliated with ADT, that they are visiting at
ADT’s direction, that they work for the companies that made the ADT alarm equipment installed in
the customers’ homes, or that ADT has otherwise blessed the Skyline/Brinks agents to work on
ADT’s behalf.” AC ¶ 57; see also id. ¶ 58. (“[T]hese communications falsely suggest to the customer
that there is a connection or affiliation between the source of the contact reaching out to the customer
(Skyline/Brinks) and ADT.”). And the AC claims that this deception “lead[s] the customers to sign
Skyline/Brinks contracts and install Skyline/Brinks alarm systems in the often mistaken belief that
they are receiving new ADT equipment from ADT, an ADT affiliate, or an ADT successor; that
Skyline/Brinks is assuming the customer’s ADT account; or that the customer has no choice but to
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permit the transaction to go forward if he or she wishes to continue to have operational alarm-
monitoring services.” Id. ¶ 61.
Finally, the Plaintiffs explain how they’ve been injured. Specifically, they claim that they’ve lost
sales because customers—duped by these “false and misleading pitches,” ibid.—transfer their services
to Skyline and Brinks, see id. ¶ 135 (“ADT has been and will continue to be damaged as a result of the
Skyline Defendants’ and Brinks’ false advertising vis-a-vis the confusion of the market for ADT’s
goods and services, by the disruption of ADT’s relationships with its customers, by the diversion of
ADT’s customers to Skyline/Brinks, by ADT’s lost royalties, by ADT’s loss of control of the use of
its brand in the market, and by damage to ADT’s goodwill and reputation as a reliable provider of
security systems.”). “And it’s well-settled that lost sales are a sufficient form of injury under the
Lanham Act.” ZAGG, 2024 WL 5186468, at *7. At the motion-to-dismiss stage, then, the Plaintiffs
adequately allege Count IV.
3. 	Unfair Competition
Count VII asserts an unfair-competition claim against the Defendants. See AC ¶¶ 150–61.
According to the AC, the Defendants have engaged “in a conspiracy to steal, purchase, and sell ADT’s
proprietary business information through improper and deceptive means.” Id. ¶ 151; see also id. ¶ 152
(alleging that sales agents “prey on unsuspecting and sometimes elderly and infirm customers and
target them with deceptive sales practices,” “make false sales pitches to ADT’s customers that are
designed to mislead them into believing that they are acting on ADT’s behalf,” and “make other
material misrepresentations about ADT including but not limited to (1) that the Skyline agent was
simply ‘updating’ or ‘upgrading’ the ADT customer’s equipment, when in reality the Skyline agent was
switching out the ADT system”). The Magistrate Judge found that this claim “rises or falls with [the]
federal trademark infringement claim”—i.e., Count III—and thus “likewise survives.” R&R at 33
(quotation marks omitted). So do we.
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“To prevail on a Florida common law unfair competition claim, a plaintiff must prove that:
(1) the plaintiff is the prior user of the mark; (2) the mark is arbitrary, suggestive, or has secondary
meaning; (3) the defendant is using a confusingly similar mark to indicate similar goods marketed in
competition with the plaintiff in the same trade area in which the plaintiff has already established its
mark; and (4) because of the defendant’s action, consumer confusion regarding the defendant’s goods
is likely.” Hong Kong E-Com. Co. v. Individuals, Corps., Ltd. Liab. Companies, Partnerships & Unincorporated
Associations Identified in Schedule “A” Hereto, 2025 WL 2270033, at *3 (S.D. Fla. June 5, 2025) (Altman,
J.). Accordingly, “[t]he legal standard for unfair competition, which includes palming off and false
designation of origin, and trademark infringement under both the Lanham Act and common law has
been held to be essentially the same,” as they each require establishing that “the defendant’s use of
the mark in commerce creates a likelihood of confusion among consumers as to the origin of the
goods.” Shenzhen Kinwong Elec. Co. v. Kukreja, 778 F. Supp. 3d 1255, 1295 (S.D. Fla. 2025), amended in
part, 2025 WL 2337095 (S.D. Fla. Aug. 13, 2025) (Altman, J.); see also Chanel, Inc. v. Italian Activewear of
Fla., Inc., 931 F.2d 1472, 1475 n.3 (11th Cir. 1991) (“[T]he same facts support a cause of action for
unfair competition as for trademark infringement; if there is no genuine issue of fact as to trademark
infringement, there is none as to unfair competition, either.”).
Since “[t]here is no essential difference between trade-mark infringement and what is loosely
called unfair competition,” we needn’t recycle our analysis of Count III. Duty Free Americas, Inc. v. Estee
Lauder Companies, Inc., 797 F.3d 1248, 1276 (11th Cir. 2015) (Marcus, J.); see also ibid. (“Unfair
competition is the genus of which trade-mark infringement is one of the species[.]”). So, for the
reasons we outlined above, we find that Count VII states a viable unfair-competition claim. See John
H. Harland Co. v. Clarke Checks, Inc., 711 F.2d 966, 981 (11th Cir. 1983) (“As a general rule[,] the same
facts which would support an action for trademark infringement would also support an action for
unfair competition.” (cleaned up)); Planetary Motion, Inc. v. Techsplosion, Inc., 261 F.3d 1188, 1193 n.4
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(11th Cir. 2001) (“Courts may use an analysis of federal infringement claims as a ‘measuring stick’ in
evaluating the merits of state law claims of unfair competition.”); Custom Mfg. & Eng’g, Inc. v. Midway
Servs., Inc., 508 F.3d 641, 652–53 (11th Cir. 2007) (“[T]he analysis of the Florida statutory and common
law claims of trademark infringement and unfair competition is the same as under the federal
trademark infringement claim.” (quotation marks omitted)).
4. 	Tortious Interference
Finally, Count VI brings a tortious-interference claim against the Defendants. See AC ¶¶ 142–
49. The Plaintiffs allege that, “[d]espite [having] knowledge of the customer’s contractual and business
relationship with ADT, the Skyline Defendants’ and Brinks’ sales representatives intentionally and
without valid justification interfere with such relationship using improper means.” Id. ¶ 146. The
Magistrate Judge found that “ADT has sufficiently alleged each element of tortious interference with
[an] advantageous business relationship.” R&R at 32. We see no error in that finding.
“The elements of tortious interference with a contract or business relationship are: (1) the
existence of a business relationship, not necessarily evidenced by an enforceable contract, under which
the plaintiff has legal rights; (2) the defendant’s knowledge of the relationship; (3) an intentional and
unjustified interference with the relationship by the defendant; and (4) damage to the plaintiff as a
result of the interference.” Salit v. Ruden, McClosky, Smith, Schuster & Russell, P.A., 742 So. 2d 381, 385
(Fla. Dist. Ct. App. 1999). “For the interference to be unjustified, the interfering defendant must be a
third party, a stranger to the business relationship.” Al Rushaid Petroleum Inv. Co. v. Siemens Energy Inc.,
159 F.4th 887, 894 (11th Cir. 2025) (Marcus, J.). “The unchallengable controlling principle is that so
long as improper means are not employed, activities taken to safeguard or promote one’s own financial
interests are entirely non-actionable.” Sec. Title Guarantee Corp. of Baltimore v. McDill Columbus Corp., 543
So. 2d 852, 855 (Fla. Dist. Ct. App. 1989) (cleaned up).
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The Plaintiffs adequately allege all these elements. First, the AC claims that “ADT maintains
valid and enforceable contracts and business relationships with its customers” and that “[t]he Skyline
Defendants and Brinks are knowledgeable of the contractual and business relationships between ADT
and its customers.” AC ¶¶ 142, 144; see also id. ¶ 145 (“When Skyline’s sales agents (who are directed
by Defendant Arroyave and trained and led by Defendants Haynes, Nuñez Hernandez, and VanSlyke)
and Brinks’ sales agents visit the homes of these individuals, they become (or are already) aware of
such relationship and contract by, among other means: the sign displayed in front of the customer’s
home, talking with the customer, observing the ADT equipment in the customer’s home, or through
prior research and intelligence conducted on the customer’s address regarding existing alarm
systems.”). Second, the AC asserts that, “[d]espite knowledge of the customer’s contractual and business
relationship with ADT, the Skyline Defendants’ and Brinks’ sales representatives intentionally and
without valid justification interfere with such relationship using improper means.” Id. ¶ 146; see also
ibid. (alleging that the Defendants “mislead[ ] ADT’s customers into believing that Skyline or Brinks
represents ADT,” “induce ADT customers to believe that they have an existing business relationship
with ADT,” “lead customers to sign Skyline or Brinks contracts and install Skyline or Brinks alarm
systems,” and “procure the breach of the ADT contract upon the false promise that Skyline or Brinks
will ‘buy out’ the remaining term of their ADT contract”). Finally, the AC alleges that the “intentional
and unjustifiable interference with ADT’s business relationships have caused ADT to suffer
irreparable harm and damages in the form of lost goodwill and lost profits.” Id. ¶ 148; see also ibid.
(“ADT is damaged by the Skyline Defendants and Brinks’ unlawful conduct by losing revenue streams
that otherwise would remain with ADT absent the Skyline Defendants and Brinks’ ‘buy out’ offer.”).
Parrying, the Defendants offer two arguments—both unpersuasive. One, they say that the
Plaintiffs “fail to adequately allege an ‘unjustified interference’” because “what [the] Plaintiffs
challenge is legitimate competition for potential customers between two direct competitors.” MTD at
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27 (quotation marks omitted). Two, they claim that the “alleged damages are wholly speculative”
because the “mere hope that existing and future customers would continue to buy [ADT’s] products
is nothing more than pure speculation.” Id. at 28 (quotation marks omitted). We disagree.
The AC claims that the Defendants engaged in “improper means,” such as “misleading ADT
customers into believing that” ADT “blessed the Skyline Defendants and Brinks to work on ADT’s
behalf.” AC ¶ 146. That conduct bears little resemblance to “legitimate competition.” See Al Rushaid
Petroleum Inv. Co., 159 F.4th at 896 (“‘Improper means’ include the use of . . . conspiratorial conduct,
as well as . . . misrepresentations to customers or suppliers, illegal conduct or threats of illegal
conduct.” (cleaned up)). In any event, the Plaintiffs don’t need to show “improper means,” since the
Defendants aren’t parties to ADT’s contracts. See id. at 895–96 (“Generally, if a defendant is not a
stranger to the business relationship, then its interference cannot satisfy the third element of a prima
facie case for tortious interference. However, a non-stranger’s conduct still may be actionable in a
tortious interference claim in two situations: (1) if improper means are employed, or (2) if the motive
for the actions is purely malicious and not coupled with any legitimate competitive economic interest.”
(cleaned up)). And, as to damages, the AC offers more than mere “speculation” and instead alleges
that the Plaintiffs suffer “lost good will and lost profits.” AC ¶ 149. Count VI thus adequately alleges
a claim for relief.
b. 	Trade Slander
Count V advances a trade-slander claim against the Defendants. See AC ¶¶ 137–41. According
to the Plaintiffs, “Skyline and Brinks, through their sales agents, and Defendants Arroyave, Haynes,
Nuñez Hernandez, and VanSlyke individually, have intentionally made false and misleading statements
about ADT” that “demean the quality of ADT’s goods and services” and which “Defendants Skyline,
Brinks, Arroyave, Haynes, Nuñez Hernandez, and VanSlyke knew . . . to be false.” Id. ¶¶ 137–39. The
Magistrate Judge determined that the Plaintiffs “provide[d] sufficient details” to make out a “specific
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defamatory statement,” but ultimately found that “ADT fails to plead special damages.” R&R at 31.
In her view, “[g]eneral allegations that ADT suffered damage to loss profits, customers, goodwill, and
damage to its reputation does not meet the special damages requirement.” Ibid.
The Plaintiffs object to this recommendation, arguing that the R&R “overlooks” the fact that
the AC and Exhibits “identify over 1,100 customers that cancelled their ADT accounts as a result of
the defendant’s deceptive sales practices.” ADT Obj. at 16; see also ibid. (“ADT’s complaint and
supporting exhibits here go well beyond showing a single lost client; they aver that ADT has lost at
least hundreds of customers as a result of Defendants’ practices.”). The Defendants in turn maintain
that the Exhibits “do not contain any facts showing a diminution in business resulting from ADT
customers’ supposed cancellations.” Def. Opp. at 15; see also ibid. (“Indeed, ADT does not (and, in
many cases, cannot) allege that any of its customers cancelled their ADT services or that ADT suffered
any identifiable harm from the acts about which it complains.”).
“Slander of title, or as it is sometimes called, disparagement of property, arises out of an
injurious falsehood, such as malicious publication of false statements concerning title to one’s
property.” Procacci v. Zacco, 402 So. 2d 425, 426 (Fla. Dist. Ct. App. 1981); see also Old Plantation Corp. v.
Maule Indus., Inc., 68 So. 2d 180, 181 (Fla. 1953) (“[T]he term ‘slander of title’ has by use become a
recognized phrase of the law; and an action therefor is permitted against one who falsely and
maliciously disparages the title of another to property, whether real or personal, and thereby causes
him some special pecuniary loss or damage.” (quotation marks omitted)). “In a disparagement action
the plaintiff must allege and prove the following elements: (1) A falsehood (2) has been published, or
communicated to a third person (3) when the defendant-publisher knows or reasonably should know
that it will likely result in inducing others not to deal with the plaintiff and (4) in fact, the falsehood
does play a material and substantial part in inducing others not to deal with the plaintiff; and (5) special
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damages are proximately caused as a result of the published falsehood.” Bothmann v. Harrington, 458
So. 2d 1163, 1168 (Fla. Dist. Ct. App. 1984).
The Plaintiffs adequately plead those elements. They allege that the Defendants “intentionally
made false and misleading statements . . . that ADT is going out of business, that ADT has been
bought out by Skyline/Brinks, and that Skyline/Brinks are taking over all ADT accounts.” AC ¶ 137.
They claim that the Defendants “knew the statements to be false” and that the statements “are
defamatory per se in that the statements suggest conduct incompatible with the lawful exercise of
business.” Id. ¶¶ 139–40. And they allege that “[t]he statements are injurious and damage ADT in its
industry and marketplace by causing ADT to lose sales, profits, and good will; suffer injury to its
reputation with consumers; and incur attorney’s fees.” Id. ¶ 141; see also id. ¶ 138 (“These false and
misleading statements demean the quality of ADT’s goods and services.”). That’s enough at this stage
to make out a trade-slander claim.
The Defendants argue that the Plaintiffs fail to plead special damages. We disagree. “The level
of specificity needed to plead special damages is a matter of federal law.” Benessere Inv. Grp., LLC v.
Swider, 2025 WL 2549979, at *10 (S.D. Fla. Sept. 4, 2025) (Ruiz, J.). And Rule 9(g) of the Federal Rules
of Civil Procedure provides that, “[i]f an item of special damage is claimed, it must be specifically
stated.” FED . R. C IV. P. 9(g); see also 5A Charles A. Wright & Arthur R. Miller, Federal Practice &
Procedure § 1311 (4th ed. 2025) (“Rule 9(g) merely requires that special damages be ‘specifically
stated,’ not that they be stated ‘with particularity’ as is required of allegations of fraud and mistake
under Rule 9(b) or of denials of conditions precedent under Rule 9(c), a distinction that should be
respected as being meaningful.”). So, “special damages must be specially pleaded with some specificity
in order to demonstrate the sufficiency of the plaintiff’s claim for relief, particularly to defeat a motion
to dismiss under Federal Rule of Civil Procedure 12(b)(6) as well as to inform the defendant of the
nature of the claim.” 5A Charles A. Wright & Arthur R. Miller, Federal Practice & Procedure § 1310
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(4th ed. 2025). But, “[n]ormally, the dollar amount of the claimed special damages need not be set out
in the body of the pleading.” Ibid.
The AC (it’s true) doesn’t offer a specific numerical loss. But it doesn’t need to. In claiming
that ADT suffers “los[t] sales, profits, and good will,” “attorney’s fees,” and “injury to its reputation
with consumers,” AC ¶ 141, the Plaintiffs fulfill the “primary purpose of Rule 9(g)”—namely, to
“inform defending parties as to the nature of the damages claimed in order to avoid surprise; and to
inform the court of the substance of the complaint.” Carnell Const. Corp. v. Danville Redevelopment &
Hous. Auth., 745 F.3d 703, 725 (4th Cir. 2014) (quotation marks omitted); see also Wright & Miller,
§ 1311 (“Most courts now take the position that allegations of special damage will be deemed sufficient
for the purpose of Rule 9(g) if they are definite enough to notify the opposing party and the court of
the nature of the damages and enable the preparation of a responsive pleading.”); Lord v. Univ. of Miami,
2022 WL 18023293, at *6 (S.D. Fla. July 26, 2022) (Altonaga, C.J.) (“Accounting for Rule 26’s early
and considerable disclosure requirements, courts have trended toward a more lenient and practical
reading of Rule 9(g).”).
“‘[S]pecial damages’ generally means pecuniary loss.” Bothmann, 458 So. 2d at 1170; see also
Pippen v. NBCUniversal Media, LLC, 734 F.3d 610, 614 (7th Cir. 2013) (Easterbrook, J.) (“It can be hard
to know how specific is specific enough, but ‘specifically’ must be something less than the
‘particularity’ standard that Rule 9(b) prescribes for allegations of fraud. We need not probe the
meaning of ‘specifically,’ because it is enough to identify a concrete loss.”); Art Metal-U.S.A., Inc. v.
United States, 753 F.2d 1151, 1155 n.6 (D.C. Cir. 1985) (“To state a claim, the plaintiff must allege
pecuniary harm resulting from the defendant’s unprivileged publication of false statements[.]” (emphasis
added)). Given the purpose of Rule 9(g) and how Florida—and other courts—construe the special-
damages requirement, Count V—alleging lost profits, reputational harm, and attorney’s fees—
survives the MTD. See Jenkins v. Plaza 3000, Inc., 134 So. 3d 1127, 1131 (Fla. Dist. Ct. App. 2014)
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(finding that a complaint “alleged sufficient special damages to proceed” by offering allegations about
“the inability to obtain a conventional loan on the property, thus incurring increased loan costs and a
higher interest rate; the loss of a contract to sell the property; the inability to lease the property; and
damage to her creditworthiness”); KLEO AG v. Rivada Networks, Inc., 148 F.4th 741, 748 (D.C. Cir.
2025) (“[T]he plaintiff adequately pleaded special damages by alleging that he lost business
relationships close on the heels of a defamatory news story.”). The Plaintiffs’ objection to Count V is
therefore SUSTAINED.
c. 	Negligence
Count IX brings a negligence claim against Brinks. See AC ¶¶ 169–80. According to the
Plaintiffs, “Brinks negligently breached its duties by,” among other things, “[f]ailing to institute or
adequately enforce policies and procedures prohibiting the use of ADT’s proprietary business
information and trade secrets in the course of converting customer accounts to Skyline/Brinks.”
Id. ¶ 174. The Magistrate Judge recommended that we dismiss Count IX with prejudice because “ADT
does not allege that Brinks owes ADT a duty, which is a required element of negligence.” R&R at 33.
The Plaintiffs object, arguing that the AC “alleges that a duty was created and breached by Brinks
because even after receiving numerous complaints about deceptive sales conduct and unlawful use of
ADT’s trade secrets, by both its own sales force and the sales force of its top dealer Skyline, it has
continued to turn a blind eye and failed to take corrective action.” ADT Obj. at 18; see also id. at 17
(“Florida recognizes that a legal duty will arise whenever a human endeavor creates a generalized and
foreseeable risk of harming others.” (quotation marks omitted)). The Defendants counter that the AC
fails “to plead a cognizable duty,” which, “[u]nder Florida law,” requires a “special relationship of the
parties, a contract, or a violation of a specific statute created by the legislature”—conditions that are
absent here. Def. Opp. at 15 (cleaned up); see also ibid. (“Here, Brinks indisputably had no interaction
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with ADT—its competitor—that would create a ‘special relationship’ with ADT or otherwise give rise
to a legal duty.”).
We agree with the Magistrate Judge. “To state a claim for negligence under Florida law, a
plaintiff must allege that the defendant owed the plaintiff a duty of care, that the defendant breached
that duty, and that the breach caused the plaintiff to suffer damages.” Lewis v. City of St. Petersburg, 260
F.3d 1260, 1262 (11th Cir. 2001). “Of the four elements of a negligence claim, breach, causation, and
damages are generally questions to be decided by the trier of fact,” whereas “the determination of
whether a duty is owed presents a question of law to be determined by the court.” Jackson Hewitt, Inc.
v. Kaman, 100 So. 3d 19, 28 (Fla. Dist. Ct. App. 2011); see also Jenkins v. W.L. Roberts, Inc., 851 So. 2d
781, 783 (Fla. Dist. Ct. App. 2003) (“The duty element of negligence is a threshold legal question; if
no legal duty exists, then no action for negligence may lie.”).
“Under Florida law, the question of whether a duty is owed is linked to the concept of
foreseeability.” Curd v. Mosaic Fertilizer, LLC, 39 So. 3d 1216, 1227 (Fla. 2010). “[D]uties may arise
from four general sources: (1) legislative enactments or administrative regulations; (2) judicial
interpretations of such enactments or regulations; (3) other judicial precedent; and (4) a duty arising
from the general facts of a case.” Id. at 1227–228. That last category “encompasses that class of cases
in which the duty arises because of a foreseeable zone of risk arising from the acts of the defendant.”
Id. at 1228 (quotation marks omitted); see also McCain v. Fla. Power Corp., 593 So. 2d 500, 503 (Fla. 1992)
(“The statute books and case law . . . are not required to catalog and expressly proscribe every
conceivable risk in order for it to give rise to a duty of care. Rather, each defendant who creates a risk
is required to exercise prudent foresight whenever others may be injured as a result. This requirement
of reasonable, general foresight is the core of the duty element.”).
The Plaintiffs argue that a duty arose here “from the general facts of the case.” ADT Obj. at
17 (quotation marks omitted); see also id. at 18 (“Specifically, ADT alleges that Brinks breached a duty
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owed to ADT by failing to institute or adequately enforce policies and procedures prohibiting the use
of ADT’s proprietary business information and trade secrets in the course of converting customer
accounts” and “the use of any unfair or deceptive sales tactics[.]” (cleaned up)). We’re not convinced.
To be sure, “[i]n Florida, when a defendant’s conduct creates a foreseeable zone of risk, the
law generally will recognize a duty to all within the zone placed upon the defendant either to lessen
the risk or see that sufficient precautions are taken to protect others from the harm that the risk
poses.” Lewis, 260 F.3d at 1263 (cleaned up). But a “duty is more likely to be imposed under the
‘foreseeable zone of risk’ standard under circumstances where the plaintiff has suffered personal or
property damage.” Virgilio v. Ryland Grp., Inc., 680 F.3d 1329, 1339 (11th Cir. 2012). “Where the
plaintiff seeks only the recovery of an economic loss, the duty element of negligence law serves as an
important barrier to over-extension of liability.” Ibid.
Our Plaintiffs allege an economic—not personal or property—loss. So, we must “consider
whether the specific relationship between the plaintiff and defendant warrants imposing a duty on the
defendant to protect the plaintiff’s purely economic interests.” Id. at 1340; see also Monroe v. Sarasota
Cnty. Sch. Bd., 746 So. 2d 530, 534 n.6 (Fla. Dist. Ct. App. 1999) (“In each of these [economic-loss]
contexts, the relationship between the plaintiff and the defendant is the critical factor in determining
whether a negligence cause of action exists . . . . Difficult economic loss cases all seem to examine the
relationship between the parties to determine whether it warrants creating a duty to protect economic
interests outside contract and statutory law.”). Given that ADT and Brinks are competitors, however,
no “special or fiduciary relationship exists.” Virgilio, 680 F.3d at 1340 (quotation marks omitted); see
also Tank Tech, Inc. v. Valley Tank Testing, L.L.C., 244 So. 3d 383, 393 (Fla. Dist. Ct. App. 2018) (“[I]n
order to proceed on a common law negligence claim based solely on economic loss, there must be
some sort of link between the parties or some other extraordinary circumstance that justifies
recognition of such a claim.”); Monroe v. Sarasota Cnty. Sch. Bd., 746 So. 2d 530, 531 (Fla. Dist. Ct. App.
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1999) (“[W]e continue to hold, as a general rule, that bodily injury or property damage is an essential
element of a cause of action in negligence.”).
Not every grievance yields a claim for negligence. See Sierra v. City of Hallandale Beach, 996 F.3d
1110, 1124 (11th Cir. 2021) (Newsom, J.) (“[E]ven an actual, real-world harm, if unaccompanied by a
violation of a recognized legal right, does not lay a foundation for an action[.]” (quotation marks
omitted)). 	And 	the 	AC 	fails 	to 	provide 	“extraordinary 	circumstances which 	clearly 	justify”
“expand[ing] the common law tort of negligence” to “protect a plaintiff’s economic expectations.”
Monroe, 746 So. at 531. We thus OVERRULE the Plaintiffs’ objection to Count IX, though we
dismiss the claim without prejudice.16
d. 	Unjust Enrichment
Count X brings an unjust-enrichment claim against Brinks. See AC ¶¶ 181–88. It alleges that
Brinks “unjustly benefi[ ]ted (and continues to benefit) from the tortious acts committed by
Defendants Skyline Arroyave, Haynes, Nuñez Hernandez, VanSlyke, Ramos, and Romero, including
those defendants’ misappropriation of ADT’s trade secrets and civil conspiracy to do the same, as well
as their deceptive sales tactics[.]” Id. at ¶ 184; see also id. ¶¶ 186–88 (alleging that “Brinks had actual or
constructive knowledge” that the Skyline Defendants “were converting ADT customers using
deceptive sales tactics” and that Brinks “voluntarily accepted or retained the proceeds of the ADT
accounts generated . . . through illegal means”).
16 The Plaintiffs warn that “[a]dopting the recommendation of dismissal in the Report
would . . . undercut the law of negligent hiring, training, and supervision for both independent
contractors and employees.” ADT Obj. at 18. But Count IX asserts a claim for negligence, not for
“negligent hiring, training, and supervision.” Ibid. Those discrete claims must be pled separately, not
“nestled within [a] general negligence claim.” Anders v. Carnival Corp., 2023 WL 4252426, at *4 (S.D.
Fla. June 29, 2023) (Altonaga, C.J.); see also Davis v. Coca-Cola Bottling Co. Consol., 516 F.3d 955, 980
(11th Cir. 2008) (explaining that a “shotgun pleading” contains “untold causes of action, all bunched
together in one count contrary to the requirements of Federal Rule[ ] of Civil Procedure 10(b)”).
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The Magistrate Judge recommended that we dismiss Count X—with prejudice—because
“ADT fails to sufficiently allege that ADT conferred a benefit on Brinks.” R&R at 34; see also ibid. (“A
review of the allegations in the [AC] reveal that ADT alleges no facts that it conferred a benefit on
Brinks.”). The Plaintiffs object, arguing that the R&R “fails to account for the fact that payments can
pass through an intermediary, as part of an improper scheme, and still constitute ‘direct benefits’ for
the purpose of an unjust enrichment claim.” ADT Obj. at 19 (cleaned up); see also id. at 20 (“The harm
to ADT is as acute for the indirect benefit Brinks received as it was for the direct benefit that Skyline
gained in using ADT’s name and brand to procure the account.”). The Defendants respond that “ADT
failed to satisfy the threshold requirement that it provided a ‘direct benefit’ to Brinks, in the form of
commission fees or otherwise.” Def. Opp. at 17. “At most,” the Defendants insist, “ADT alleges that
Skyline,” “an independent contractor of Brinks,” “benefited from stealing and misappropriating
ADT’s customer list,” which (they say) “is not enough to plead that ADT directly conferred a benefit
on Brinks.” Ibid.
“Under Florida law, a claim for unjust enrichment is to prevent the wrongful retention of a
benefit, or the retention of money or property of another, in violation of good conscience and
fundamental principles of justice or equity.” Marrache v. Bacardi U.S.A., Inc., 17 F.4th 1084, 1101 (11th
Cir. 2021) (quotation marks omitted). “A claim for unjust enrichment has three elements: (1) the
plaintiff has conferred a benefit on the defendant; (2) the defendant voluntarily accepted and retained
that benefit; and (3) the circumstances are such that it would be inequitable for the defendants to
retain it without paying the value thereof.” Virgilio, 680 F.3d at 1337. “[T]o prevail on an unjust
enrichment claim, the plaintiff must directly confer a benefit to the defendant.” Kopel v. Kopel, 229 So.
3d 812, 818 (Fla. 2017) (emphasis added).
The AC alleges that, “[a]s an authorized exclusive dealer of Brinks, Skyline ultimately sells the
accounts it generates to Brinks” and that Brinks had “actual or constructive knowledge” of the
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conspiracy to steal “trade secrets” and of the “deceptive sales tactics” that followed. AC ¶¶ 183–86.
It further alleges that “Brinks was aware” that the Skyline Defendants “were targeting ADT’s
customers . . . with deceptive sales practices,” that “Brinks continued . . . to acquire accounts”
“[d]espite such knowledge,” that “Brinks sanctioned and even incentivized Skyline’s tactics by paying
monetary bonuses to Skyline and some of its worst sales offenders,” and that Brinks has no “intention
of stopping its practice of ratifying and incentivizing the deceptive conduct by Skyline’s sales force.”
Id. ¶¶ 34, 37, 90. After careful review, we find those allegations insufficient to plead an unjust-
enrichment claim under Florida law.
To be sure, benefits “can pass through an intermediary, as part of an improper scheme, and
still constitute ‘direct benefits’ for the purpose of an unjust enrichment claim.” Gilead Scis., Inc. v. AJC
Med. Grp., Inc., 2021 WL 8534243, at *22 (S.D. Fla. Nov. 29, 2021) (Cannon, J.). But the AC alleges
that Skyline, as “an authorized excusive dealer for Brinks,” “enters into contracts with residential
consumers then, under the dealership arrangement, sells and assigns those contracts to Brinks for
Brinks to provide service and generate revenue.” AC ¶ 13. So, even if we read the AC as alleging that
those sales and assignments were contractually mandated and thus inevitable, those allegations
describe a third-party transaction, not the direct flow of an intermediary.
Consider Florida’s direct-benefit caselaw. “One example in unjust enrichment cases of a
benefit directly conferred on a defendant is where a tenant arranges with a contractor to improve real
property but fails to pay for the work done; the contractor may maintain an action against the
landlord/owner to recover for improvements made to the property which have enhanced the value
of the premises.” Chiquita Fresh N. Am., L.L.C. v. Port Everglades Terminal, LLC, 372 So. 3d 277, 281
(Fla. Dist. Ct. App. 2023) (quotation marks omitted). Another example comes from the products-
liability context, in which “indirect purchasers have been allowed to bring an unjust enrichment claim
against a manufacturer.” MacMorris v. Wyeth, Inc., 2005 WL 1528626, at *4 (M.D. Fla. June 27, 2005).
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But “this Court has consistently found that the provision of medical services directly benefits a patient,
not an insurer.” Vanguard Plastic Surgery PLLC v. Cigna Health & Life Ins. Co., 2024 WL 181552, at *3
(S.D. Fla. Jan. 17, 2024) (Rosenberg, J.); see, e.g., GVB MD v. Aetna Health Inc., 2019 WL 6130825, at
*6 (S.D. Fla. Nov. 19, 2019) (Moreno, J.) (“[A]s a matter of commonsense, the benefits of healthcare
treatment flow to patients, not insurance companies, and as such, a third-party providing services to
an insured confers nothing on the insurer except, a ripe claim for reimbursement, which is hardly a
benefit.” (quotation marks omitted)).
Even more to the point, the Florida Supreme Court has indicated that paying a corporation in
which a defendant holds an ownership stake constitutes the kind of “indirect” benefit that cannot
support an unjust-enrichment claim. See Kopel, 229 So. 3d at 818 (finding “no evidence of unjust
enrichment because there was no evidence of a benefit being conferred directly to Respondents, rather
than indirectly to corporations owned by them”); see also Extraordinary Title Services, LLC v. Florida Power
& Light Co., 1 So.3d 400, 404 (Fla. Dist. Ct. App. 2009) (“Plaintiff contracted with FPL, not Group,
for electricity; Plaintiff paid FPL, not Group; and Group provided no services to Plaintiff. Based on
these facts, which are not in dispute, the Plaintiff cannot allege nor establish that it conferred a direct
benefit upon Group.”); Chiquita Fresh, 372 So. 3d at 281 (“Chiquita’s lease renegotiation with the
County was wholly separate from the PET-Chiquita stevedoring relationship. PET did not participate
in the lease renegotiation and it was not a party to Chiquita’s relationship with the County. The
County’s lease with Chiquita was separate from Chiquita’s business relationship with PET. Any benefit
which Chiquita realized from its new agreement with the County was an indirect, tangential benefit of
the Chiquita-PET relationship that did not flow directly to Chiquita from its dealings with PET.”).
Surveying the caselaw leaves us with a guiding principle. Benefits that pass between “corporate
entities that . . . are considered distinct from the persons (or . . . companies) that comprise them”—
even in the case of “related entities”—are too far removed to be considered direct. CFLB P’hip, LLC
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v. Diamond Blue Int’l, Inc., 352 So. 3d 357, 360 (Fla. Dist. Ct. App. 2022); see also Johnson v. Catamaran
Health Sols., LLC, 687 F. App’x 825, 830 (11th Cir. 2017) (“[T]he Johnsons say they conferred a benefit
on Stonebridge by paying membership fees to Catamaran, who in turn paid premiums to Stonebridge.
However, even if Stonebridge ultimately retained a portion of the Johnsons’ membership payments,
Extraordinary Title and Kopel indicate that the Johnsons conferred (at best) an indirect benefit on
Stonebridge.”); Peoples Nat. Bank of Com. v. First Union Nat. Bank of Fla., N.A., 667 So. 2d 876, 879 (Fla.
Dist. Ct. App. 1996) (“Here, the plaintiff, Peoples National, could not and did not allege that it had
directly conferred a benefit on the defendants, the other participant lenders. In actuality, if any benefit
was conferred upon each participant lender in the form of overpayments, it could only have been
conferred upon them by Southeast, not Peoples National.”); AccessNinja, Inc. v. PassNinja, Inc., 2025
WL 2171606, at *14 (S.D. Fla. July 31, 2025) (Altman, J.) (“But the Counter-Plaintiffs admit that it
was Bunsen, not PassNinja, that provided these assets to AccessNinja and HF0.” (cleaned up)).
That principle counsels in favor of finding only an indirect benefit here. Skyline might be the
“largest authorized dealer of Brinks.” AC ¶ 182. But the companies are distinct, so any benefit Skyline
confers on Brinks results from a degree of separation. See id. ¶ 183 (“As an authorized exclusive dealer
of Brinks, Skyline ultimately sells the accounts it generates to Brinks.” (emphases added)); id. ¶ 187
(“Brinks continues to acquire new additional accounts from Skyline despite its knowledge of Skyline’s
illegal practices.” (emphases added)).
The outcome we reach today conforms with the Eleventh Circuit’s interpretation of Florida
law. See Marrache, 17 F.4th at 1102 (“As alleged in his amended complaint, Marrache and the other
class members purchased bottles of Bombay from Winn-Dixie, not Bacardi. At most, Marrache has
alleged that he and the other class members conferred an indirect benefit to Bacardi and, as such,
cannot satisfy the first element of an unjust enrichment claim against Bacardi.”); Harvey v. Fla. Health
Scis. Ctr., Inc., 728 F. App’x 937, 947 (11th Cir. 2018) (“Without demonstrating that the Hospital had
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a legal responsibility to pay Mr. Harvey’s medical expenses, Mrs. Harvey cannot show that she
conferred a benefit on the Hospital by her reimbursing Medicare for those expenses.”); Virgilio, 680
F.3d at 1337 (“Plaintiffs contend that they conferred a benefit on Defendants because Ryland was
merely a pass-through conduit required to deliver the 1.5 percent fee to Defendants. We are
unconvinced . . . . [T]o the extent that Ryland had no right to retain 1.5 percent of the sale prices of
Plaintiffs’ houses, it was because Defendants fulfilled their contractual duty to market Vista Lakes. If
Ryland concluded that Defendants had not fulfilled their contractual duty, it could have refused to
pay the fee and sued for breach of contract.” (quotation marks omitted)).
Our outcome also complies with how courts outside Florida have applied Florida law. See, e.g.,
In re Evenflo Co., Inc. Mktg., Sales Pracs. & Prods. Liab. Litig., 707 F. Supp. 3d 103, 136 (D. Mass. 2023)
(“Recent decisions from the Eleventh Circuit and Florida Court of Appeals have rejected Plaintiffs’
theory that they conferred a direct benefit to Evenflo by paying a retailer who passed that revenue on
to Evenflo.”); Miami Prods. & Chem. Co. v. Olin Corp., 2022 WL 3701159, at *2 (W.D.N.Y. Aug. 26,
2022) (“While Kopel was not decided in the antitrust context, it is an authoritative statement of
Florida’s highest court on the requirements of Florida’s common law. Further, the Court agrees with
the other federal courts that have concluded that an indirect purchaser has not conveyed a direct
benefit on a defendant as required by Florida law.”); In re Namenda Indirect Purchaser Antitrust Litig.,
2021 WL 2403727, at *36 (S.D.N.Y. June 11, 2021) (“Courts following Kopel have dismissed indirect-
purchaser claims for lack of a “direct benefit” being conferred from an indirect-purchaser plaintiff to
a defendant.”); Ct. Gen. Life Ins. Co. v. BioHealth Lab’ys, Inc., 2024 WL 2106837, at *36 (D. Conn. Mar.
1, 2024) (“[C]ourts have generally ruled that medical service providers do not confer a direct benefit on
an insurer by providing services to the insurer’s members.” (cleaned up)); McCoy v. Samsung Elecs. Am.,
Inc., 2024 WL 3717299, at *6 (D.N.J. Aug. 8, 2024) (“Because Plaintiffs . . . both allege . . . that they
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purchased their Chromebooks from a third-party retailer, rather than directly from Samsung, their
Florida unjust enrichment claims are again dismissed.”).
* 	* 	*
This question has engendered some debate in our District. See Vanguard Plastic Surgery PLLC,
2024 WL 181552, at *3 (“District courts in this Circuit are split on this very question[.]”).17 But “[t]he
direct benefit requirement has been strictly applied by Florida courts.” Donoff v. Delta Air Lines, Inc.,
2020 WL 1226975, at *12 (S.D. Fla. Mar. 6, 2020) (Middlebrooks, J.). And the weight of authority, as
it stands today, undercuts the Plaintiffs’ position. See SE Prop. Holdings, LLC v. Welch, 65 F.4th 1335,
1342 (11th Cir. 2023) (“Because we are interpreting Florida law, we look first for case precedent from
Florida’s highest court . . . [and] predict how the highest court would decide this case . . . . [A]ll other
data may be considered to the extent they indicate how the Florida Supreme Court might rule on an
issue.” (quotation marks omitted)).
Perhaps the Plaintiffs could’ve alleged that Brinks confers the benefit at issue here. See, e.g., AC
¶ 37 (“Brinks’ own direct sales representatives have also targeted ADT customers with widespread
deceptive practices in the same manner as Skyline’s representatives[.]”). But they didn’t, and “a court
may not serve as de facto counsel for a party to rewrite a pleading.” United States v. Cordero, 7 F.4th 1058,
17 Compare CFLB P’ship, LLC, 352 So. 3d at 360 (“[W]e recognize our decision in this matter
may not be in accord with certain federal district court orders relied upon by Plaintiffs and the trial
court. We are bound, however, by the Supreme Court’s decision in Kopel and our own decision in
Extraordinary Title Services[.]”) with Solidda Grp., S.A. v. Sharp Elecs. Corp., 2014 WL 12513613, at *3
(S.D. Fla. Mar. 6, 2014) (Dimitrouleas, J.) (“[N]either the absence of direct contact . . . nor the
existence of intermediaries in the flow of the subject benefits forecloses a claim of unjust
enrichment.”); Sierra Equity Grp., Inc. v. White Oak Equity Partners, LLC, 650 F. Supp. 2d 1213, 1229
(S.D. Fla. 2009) (Marra, J.) (finding that “Defendant erroneously equates direct contact with direct
benefit”); Carriuolo v. Gen. Motors LLC, 72 F. Supp. 3d 1323, 1326 (S.D. Fla. 2014) (Cohn, J.) (“It is of
no matter that the benefit passed through independent dealerships.”); Ulbrich v. GMAC Mortg., LLC,
2012 WL 3516499, at *2 (S.D. Fla. Aug. 15, 2012) (Scola, J.) (“However, direct contact between Balboa
and Plaintiff is not required to find that Balboa directly benefited.”).
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1068 (11th Cir. 2021) (quotation marks omitted); see also Bickley v. Caremark RX, Inc., 461 F.3d 1325,
1329 n.7 (11th Cir. 2006) (“A court is generally limited to reviewing what is within the four corners of
the complaint on a motion to dismiss.”). Count X instead alleges that “[i]t would be unjust and
inequitable for Brinks to retain the proceeds of the ADT accounts generated by Defendants Skyline,
Arroyave, Haynes, Nuñez Hernandez, and VanSlyke[.]” AC ¶ 188 (emphasis added). That’s not enough.
We therefore OVERRULE the Plaintiffs’ objection to Count X, though we dismiss the claim without
prejudice.
e. 	The Trade-Secret and Civil-Conspiracy Claims
Finally, Counts I, II, and VIII bring trade-secret and civil-conspiracy claims against the Skyline
Defendants (as well as Ramos and Romero). See AC ¶¶ 96–118, 162–68. The Magistrate Judge
recommended that we find those Counts untimely, see R&R at 24–26, and so didn’t pass on whether
the AC adequately alleges FUTSA, DTSA, and civil-conspiracy claims. But, having found those three
counts timely, we now confirm that they state viable claims for relief.
Let’s start with Count I. The FUTSA “provides a cause of action for the misappropriation of
trade secrets.” Yellowfin Yachts, Inc. v. Barker Boatworks, LLC, 898 F.3d 1279, 1297 (11th Cir. 2018); see
FLA . S TAT . §§ 688.001–009. “To successfully state a cause of action under FUTSA, a plaintiff must
allege that: (1) the plaintiff possessed secret information, (2) took reasonable steps to protect its
secrecy, and (3) the secret it possessed was misappropriated, either by one who knew or had reason
to know that the secret was improperly obtained or by one who used improper means to obtain it.”
Poet Theatricals Marine, LLC v. Celebrity Cruises, Inc., 307 So. 3d 927, 929 (Fla. Dist. Ct. App. 2020)
(cleaned up). “A ‘trade secret’ includes any information, including a formula, pattern, compilation,
program, device, method, technique, or process that derives independent economic value from not
being generally known to other persons and is the subject of efforts that are reasonable under the
circumstances to maintain its secrecy.” AccessNinja, 2025 WL 2171606, at *11 (cleaned up).
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“A party can misappropriate another’s trade secret by either acquisition, disclosure, or use.”
Ibid.; see also ibid. (“Misappropriation by use and misapplication by disclosure”— which “have nearly
identical elements”—“occur when a person uses or discloses a trade secret ‘without consent’ and then
either: (1) uses improper means to acquire the trade secret; (2) at the time of use knew or had reason
to know that it was (a) derived from a person who used improper means, (b) acquired in a manner
giving rise to a duty to maintain secrecy, or (c) derived from a person who owed a duty to maintain
secrecy to the owner; or (3) before a material change in his position, knew or had reason to know that
it was a trade secret and had been acquired by accident or mistake.” (quotation marks omitted)).
The AC sufficiently pleads these FUTSA elements. First, it alleges that “ADT compiles and
stores its data related to customer contracts including pricing, contract duration, the types of services
purchased by certain customers, and notes related to the service provided to those customers by its
own industry,” that this information “is not publicly available,” and that “ADT derives independent
economic value from the fact that its proprietary business information, including the specifics of its
customers and pricing model, are not known to competitors, including Skyline and Brinks, as
competitors would misuse this information to try to improperly gain a competitive advantage.” AC
¶¶ 98, 101. Second, it alleges that, “[a]t all times relevant to these claims[,] ADT has stored (and
continues to store) this information electronically, and access to it requires a password and multi-
factor authentication.” Id. ¶ 99. Third, it alleges that “Ramos misused his employee computer
credentials while he was still employed by ADT” and “accessed ADT proprietary business
information, which he knew was proprietary, confidential, and password protected,” that “Ramos sold
ADT’s proprietary business information to Defendants Skyline, Arroyave, Haynes, Nuñez Hernandez,
and VanSlyke, who paid for this proprietary business information when they knew or should have
known it had been unlawfully obtained,” and that the Skyline Defendants “used” that information
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“to target ADT’s customers” and “to interfere with ADT’s contracts with its customers.” Id. ¶¶ 102–
03, 106.
As to Count II, the “DTSA creates a federal cause of action that largely mirrors FUTSA.”
Compulife Software Inc. v. Newman, 959 F.3d 1288, 1311 n.13 (11th Cir. 2020); see 18 U.S.C. § 1836(b)(1)
(“An owner of a trade secret that is misappropriated may bring a civil action.”). Indeed, the DTSA’s
“definition of ‘trade secret,’ while not identical to FUTSA’s definition, is substantially equivalent,” and
so we can “assume . . . that the substantive standard for misappropriation is identical under FUTSA
and DTSA, at least as they apply here.” Compulife, 959 F.3d at 1311 n.13. We thus needn’t undertake a
separate analysis of the DTSA claim and find that, for the reasons we explained above, the Plaintiffs
state a viable claim under DTSA.
Lastly, as to Count VIII, we’ve already found that the Plaintiffs adequately state a civil-
conspiracy claim. As we discussed above, pleading a civil conspiracy under Florida law requires alleging
“(a) an agreement between two or more parties, (b) to do an unlawful act or to do a lawful act by
unlawful means, (c) the doing of some overt act in pursuance of the conspiracy, and (d) damage to
plaintiff as a result of the acts done under the conspiracy.” Raimi, 702 So. 2d at 1284. And our Plaintiffs
have done just that. They’ve alleged that the Skyline Defendants, Ramos, and Romero “agreed to
engage in a conspiracy to steal and profit off ADT’s proprietary business information and trade secrets
in violation of the Defend Trade Secrets Act, the Florida Uniform Trade Secrets Act, and the common
law of unfair competition.” AC ¶¶ 163, 165; see also Logan v. Morgan, Lewis & Bockius LLP, 350 So. 3d
404, 412 (Fla. Dist. Ct. App. 2022) (“[I]n pleading conspiracy, the plaintiff must further identify an
actionable underlying tort or wrong . . . because there is no freestanding cause of action in Florida for
civil conspiracy.”). They’ve alleged that Ramos “stole ADT’s proprietary business information . . . and
sold it to Defendants Skyline, Arroyave, Haynes, Nuñez Hernandez, and/or VanSlyke,” who “used
this unlawfully obtained proprietary business information to cause injury to ADT’s business by
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targeting ADT’s customers” through “deceptive sales practices.” Id. ¶¶ 167. And they’ve alleged that
“ADT was injured by the conduct,” suffering “millions of dollars of losses.” Id. ¶ 36. We therefore
find that Counts I, II, and VIII sufficiently state claims for relief.
IV. 	Leave to Amend
One final point. The Magistrate Judge recommended giving the Plaintiffs leave to amend
Counts I, II, and VIII, which the R&R found untimely, and Count V, which the R&R found
insufficient to state a claim. But the Plaintiffs never requested that leave. Indeed, in objecting to the
R&R, they appear to disclaim the need for a Second Amended Complaint. See ADT Obj. at 2
(“Although the Report gives leave to amend the complaint, further amendments should not be
required because the operative pleading already establishes prima facie jurisdiction over such
individuals.”).
Federal Rule of Civil Procedure 15 provides that “[a] party may amend its pleading once as a
matter of course within . . . 21 days after serving it.” FED . R. C IV . P. 15(a)(1)(A). “In all other cases, a
party may amend its pleading only with the opposing party’s written consent or the court’s leave.”
FED . R. C IV . P. 15(a)(2). And, as the Eleventh Circuit has made clear, “filing a motion is the proper
method to request leave to amend a complaint, and that . . . motion for leave to amend should either
set forth the substance of the proposed amendment or attach a copy of the proposed amendment.”
Cita Tr. Co. AG v. Fifth Third Bank, 879 F.3d 1151, 1157 (11th Cir. 2018) (cleaned up).
Our Plaintiffs have already amended their Complaint once as a matter of right. They haven’t
moved for leave to seek further amendments or suggested that the Defendants consent to any such
leave. And the R&R recommended granting leave to amend counts that we find viable—not the ones
we find fail to state a claim (i.e., Counts IX and X). We thus see no reason to grant leave in these
circumstances. See Wagner v. Daewoo Heavy Indus. Am. Corp., 314 F.3d 541, 542 (11th Cir. 2002) (“A
district court is not required to grant a plaintiff leave to amend his complaint sua sponte when the
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plaintiff, who is represented by counsel, never filed a motion to amend nor requested leave to amend
before the district court.”).
C ONCLUSION
After careful review, we ORDER and ADJUDGE as follows:
1. 	The Motion to Dismiss [ECF No. 100] is GRANTED in part and DENIED in part.
2. 	The Magistrate Judge’s R&R [ECF No. 141] is ADOPTED in part and REJECTED in
part.
a. 	The Plaintiff’s Objections to the R&R [ECF No. 142] are SUSTAINED in part and
OVERRULED in part.
b. 	Skyline’s Objections to the R&R [ECF No. 143] are OVERRULED.
c. 	Brinks’s Objections to the R&R [ECF No. 144] are SUSTAINED in part and
OVERRULED in part.
3. 	Counts III, IV, VI, and VII are DISMISSED to the extent they assert claims against Brinks
for incidents predating June 17, 2020.
4. 	A new trial order, setting future deadlines, is forthcoming.
DONE AND ORDERED in the Southern District of Florida on February 27, 2026.
_________________________________
ROY K. ALTMAN
UNITED STATES DISTRICT JUDGE
cc: counsel of record
Case 1:24-cv-20758-RKA Document 161 Entered on FLSD Docket 03/02/2026 Page 64 of 64