Finder’s Fee Exception Clarified: Eleventh Circuit Confirms Mere Introductions Do Not Trigger Broker Registration Requirements

Introduction

Matthew Hayden v. Steven F. Urvan (11th Cir. July 28, 2025, No. 24-13146) presented the United States Court of Appeals for the Eleventh Circuit with a deceptively simple question: can an unregistered consultant who merely introduces a business owner to potential acquirers collect a “finder’s fee” without violating federal or Florida securities and real-estate broker statutes? The dispute arose out of the $240 million sale of GunBroker.com, a firearms e-commerce platform founded by entrepreneur Steven Urvan, after consultant Matthew Hayden introduced Urvan to a banker who eventually led the transaction to completion.

At trial a Florida jury awarded Hayden $500,000 on an unjust-enrichment theory. Urvan moved for judgment as a matter of law under Federal Rule of Civil Procedure 50(b) and, when that failed, appealed, arguing that Hayden’s activities rendered the fee illicit because he was not registered as:

a “business broker” under Florida’s Real Estate Licensing Act (F.S. § 475);
a “dealer” under Florida’s Securities and Investor Protection Act (FSIPA, F.S. § 517); or
a “broker” under §15(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78o(a).

The Eleventh Circuit affirmed the district court’s denial of Urvan’s Rule 50(b) motion, thereby crystallising an important principle: a consultant who limits himself to introductions, without negotiating or effecting securities transactions, is not acting as a broker or dealer, and may recover a finder’s fee under Florida unjust-enrichment law.

Summary of the Judgment

Applying Florida substantive law in this diversity case and reviewing the denial of JMOL de novo, the court (Wilson, J., for a unanimous panel on the non-argument calendar) held:

The jury had a legally sufficient evidentiary basis to conclude that Hayden conferred a distinct benefit—identifying Maxim and thereby the ultimate buyer—that was not duplicative of Maxim’s own services.
The $500,000 award (1 % of the cash portion of the consideration) was rationally supported by evidence, including Urvan’s own characterisation of a 1 % fee as “fair” and the restricted nature of the stock component.
None of Urvan’s illegality defences applied:
- Section 475 did not void the arrangement because the purpose of the statute—protecting unsophisticated members of the public—was not implicated and voiding would confer an “unconscionable advantage” on Urvan.
- Hayden was not a “dealer” under FSIPA because he never acted as agent or principal in a securities transaction.
- Hayden was not a “broker” under §15(a) of the Exchange Act for similar reasons; indicia of broker status (regular securities activity, handling funds, negotiating terms, providing investment advice, compensation based on transaction volume) were absent.

Accordingly, the Eleventh Circuit affirmed the judgment in Hayden’s favour.

Analysis

Precedents Cited and Their Influence

Della Ratta v. Della Ratta, 927 So.2d 1055 (Fla. 3d DCA 2006) – authoritative statement of the four-part test for unjust enrichment. Provided the analytical framework for establishing liability.
American Safety Ins. v. Griggs, 959 So.2d 322 (Fla. 5th DCA 2007) – clarifies that unjust enrichment fails where defendant already provided adequate consideration for the same benefit. Used by Urvan; distinguished because Maxim’s and Hayden’s contributions were separable.
Meteor Motors v. Thompson Halbach & Assocs., 914 So.2d 479 (Fla. 5th DCA 2005) – broad interpretation of “broker” in F.S. § 475, but balanced by equitable exceptions; referenced to show statute’s purpose is public protection.
Morgan v. Glassman, 285 So.2d 673 (Fla. 3d DCA 1973) and Tassy v. Hall, 429 So.2d 30 (Fla. 5th DCA 1983) – illustrate Florida courts’ reluctance to void contracts where doing so grants an undeserved windfall and does not protect the public.
SEC v. George, 426 F.3d 786 (6th Cir. 2005); SEC v. Feng, 935 F.3d 721 (9th Cir. 2019); SEC v. Collyard, 861 F.3d 760 (8th Cir. 2017) – provide multi-factor tests for “broker” status under federal law; relied on to show Hayden lacked key indicia.
SEC v. Keener, 102 F.4th 1328 (11th Cir. 2024) – emphasises broker status where a business model centres on securities resale; again, absent here.
United States v. Sullivan, 1 F.3d 1191 (11th Cir. 1993) – articulates jury’s broad discretion in setting damages within evidence-based range.
Mills v. Electric Auto-Lite, 396 U.S. 375 (1970) – cited for the proposition that contracts violating the Exchange Act are voidable by the innocent party, not automatically void; key to analysing Urvan’s § 78cc argument.

Legal Reasoning

1. Unjust Enrichment Elements. The court systematically applied the four Della Ratta elements, finding evidence that Hayden: (a) conferred a benefit (critical introduction), (b) that Urvan knew of and used, (c) retained without payment, (d) under circumstances making non-payment inequitable.

2. Adequacy of Evidence. Viewing the record in the light most favourable to Hayden—as required on JMOL review—the panel found “ample evidence” (emails, phone logs, testimony from Maxim’s president) supporting the jury’s verdict.

3. Damage Measure. Florida law allows valuation by market rate or benefit conferred. A 1 % fee is industry-standard for finders. Limiting the base to cash respected the jury’s credibility determination that restricted Ammo shares had uncertain value.

4. Statutory Illegality Defences.

F.S. § 475 (Real Estate/Business Brokerage). Even assuming Hayden fell within the statutory definition, the equitable doctrine applied in Morgan and Tassy allows recovery where (i) no consumer protection goal is served, and (ii) forfeiture would unjustly enrich the defendant. The court endorsed that equitable carve-out.
F.S. § 517 (Dealer Registration). The statutory text (“as agent or principal”) narrows “directly or indirectly”; absent authority to effect a securities transaction, Hayden was not a dealer.
Exchange Act §15(a). Multi-factor analysis showed Hayden was not “in the business” of effecting securities transactions: isolated activity, no handling of investor funds, no transaction-based compensation model, no representation as a broker, and no negotiation of terms. Introduction alone—even for a contingent fee—does not cross the broker line.

Impact on Future Cases and the Development of Law

This decision is likely to have several ripple effects:

Clarifies Finder/Broker Distinction. Consultants, business developers, and “finders” within the Eleventh Circuit now have clearer guidance: introductions without negotiation or dealing authority fall outside broker-registration regimes.
Strengthens Equitable Exceptions in Florida. The panel’s endorsement of the Morgan/Tassy line underscores that Florida courts—and now federal courts applying Florida law—may refuse to void agreements when no public-protection rationale exists.
Practical Contract Drafting. Parties may be more willing to memorialise finder arrangements, knowing unenforceability is not automatic. Conversely, businesses seeking to avoid fees must ensure consultants actually cross the broker threshold before invoking registration statutes.
JMOL Standards Reaffirmed. The opinion fortifies the principle that appellate courts will respect jury verdicts where any rational basis exists in the record, a useful reminder for litigants contemplating Rule 50 motions.

Complex Concepts Simplified

Unjust Enrichment – A restitutionary claim that one party has been enriched at another’s expense in circumstances that equity deems unfair. It does not depend on an enforceable contract.
Finder vs. Broker/Dealer – A finder introduces parties; a broker/ dealer negotiates or executes the transaction, often holding authority to bind one side or handle securities/funds. Registration statutes target the latter.
Rule 50(b) JMOL – A post-verdict motion arguing that no reasonable jury could find for the opposing party given the evidence. Appellate review is de novo but highly deferential to the jury on fact questions.
Restricted Stock – Shares subject to contractual or regulatory holding-period limitations; often accorded a discount in valuation because they cannot be freely traded.
Void vs. Voidable Contracts – A void contract has no legal effect from inception; a voidable contract is valid unless the protected party elects to rescind. Exchange Act violations render contracts voidable, not automatically void.

Conclusion

The Eleventh Circuit’s opinion in Hayden v. Urvan stands for a straightforward yet consequential rule: a consultant who merely introduces potential buyers is not automatically a “broker” or “dealer,” and can recover a reasonable finder’s fee, even without statutory registration. The decision harmonises Florida’s equitable approach to business-broker statutes with federal securities jurisprudence, preserves the sanctity of jury verdicts, and reduces the risk that sophisticated parties will exploit technical licensing requirements to escape fair compensation. In the rapidly evolving ecosystem of private-company M&A, the case provides much-needed clarity on where the regulatory line is drawn—and reassures legitimate finders that the law will protect their efforts when equity demands it.