No Personal Jurisdiction from Plaintiff’s Forum-Based Counsel or Virtual Data-Room Access: Eleventh Circuit Clarifies Purposeful-Availment Limits Under Florida’s Long-Arm Statute

Introduction

In ECB USA, Inc. v. Savencia Cheese USA, LLC, the Eleventh Circuit addressed whether foreign sellers of a U.S.-based company could be sued in Florida for pre-sale misrepresentations and related torts when the buyers chose a Florida attorney, accessed a virtual data room from Florida, and later relocated the target company to Florida. The court also examined whether a series of tort claims against a non-seller corporate defendant (Savencia Cheese) were adequately pled under the Federal Rules of Civil Procedure.

The appeal arose from a failed acquisition of Schratter Foods Inc., then a Delaware corporation headquartered in New Jersey. The buyers (French nationals operating through Florida entities) alleged that five individual sellers (non-Florida residents) misrepresented Schratter’s governance and financial condition. Negotiations largely occurred in France; the buyers retained Florida closing counsel and later moved Schratter’s headquarters to Florida. Post-closing, they alleged that Savencia Cheese induced Schratter’s CEO to execute a distribution agreement that undermined the acquisition’s economics.

Two core issues were presented:

• Whether Florida courts have specific personal jurisdiction over the out-of-state individual sellers under Florida’s long-arm statute and the Due Process Clause.
• Whether the buyers’ complaint stated plausible claims against Savencia Cheese for conspiracy-based fraud and fiduciary breaches, aiding and abetting, and tortious interference.

Summary of the Judgment

The Eleventh Circuit affirmed dismissal of all claims. As to the individual sellers, the court held that specific personal jurisdiction in Florida was lacking:

• Pre-closing: The buyers’ unilateral choice to work through a Florida-based lawyer—and that lawyer’s access to a virtual data room—did not amount to the sellers’ purposeful availment of Florida.
• Post-closing: The buyers’ conspiracy and “effects in Florida” theories failed. The conspiracy allegations lacked the specificity Florida law requires to invoke the long-arm statute, and any Florida effects derived from the buyers’ own post-closing relocation—not conduct purposefully directed at Florida by the sellers.

As to Savencia Cheese, the court held that the buyers’ conspiracy claims (fraud, breach of fiduciary duty, and constructive fraud) and aiding-and-abetting claim were insufficiently pled under Rule 8(a) and Rule 9(b), and that the tortious interference claim also failed Rule 8’s plausibility standard.

Judge Jordan concurred in part and dissented in part, concluding that the tortious interference claim against Savencia Cheese was adequately pled and should have survived the motion to dismiss.

Analysis

Precedents Cited and How They Shaped the Outcome

• Florida Long-Arm and Conspiracy Jurisdiction:
  • Fla. Stat. § 48.193(1)(a)(2) (specific jurisdiction for “commit[ting] a tortious act within the state”).
  • Wendt v. Horowitz, 822 So. 2d 1252 (Fla. 2002): A tort can be “committed” in Florida via electronic/telephonic communications; nonetheless, targeting and factual specificity are critical.
  • Wilcox v. Stout, 637 So. 2d 335 (Fla. 4th DCA 1994): When conspiracy is the tort, at least some alleged overt acts must occur in Florida.
  • NHB Advisors, Inc. v. Czyzyk, 95 So. 3d 444 (Fla. 4th DCA 2012) and Parisi v. Kingston, 314 So. 3d 656 (Fla. 4th DCA 2021): Conspiracy jurisdiction requires “clear, positive and specific” allegations; vague/incantatory pleading is insufficient.
  • United Techs. Corp. v. Mazer, 556 F.3d 1260 (11th Cir. 2009): Federal courts apply Florida courts’ interpretations of the long-arm statute; Eleventh Circuit follows Florida DCAs absent contrary Florida Supreme Court indication.
• Due Process and Purposeful Availment:
  • Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945): Minimum contacts framework.
  • Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985): Contacts must result from the defendant’s own, deliberate actions.
  • Walden v. Fiore, 571 U.S. 277 (2014): Contacts must be with the forum itself, not merely with a forum resident; avoid “random, fortuitous, or attenuated” contacts or those created by plaintiff’s unilateral activity.
  • World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980): Fair play and substantial justice; reasonable anticipation of being haled into court in the forum.
  • Shaffer v. Heitner, 433 U.S. 186 (1977): Focus on relationship among defendant, forum, and litigation.
  • Licciardello v. Lovelady, 544 F.3d 1280 (11th Cir. 2008) and Del Valle v. Trivago GmbH, 56 F.4th 1265 (11th Cir. 2022): Effects test for intentional torts requires conduct expressly aimed at the forum with foreseeable in-forum harm.
  • SkyHop Techs., Inc. v. Narra, 58 F.4th 1211 (11th Cir. 2023): Purposeful availment tests applied to intentional torts; plaintiff’s unilateral actions (like choosing counsel) do not create jurisdictional contacts.
  • Herederos De Roberto Gomez Cabrera, LLC v. Teck Resources Ltd., 43 F.4th 1303 (11th Cir. 2022): Incidental effects in the forum are insufficient standing alone.
• Pleading Standards:
  • Rule 8(a) and Rule 9(b); Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007); Ashcroft v. Iqbal, 556 U.S. 662 (2009): Conclusory allegations and formulaic recitations do not suffice; fraud must be pled with particularity (Brooks v. Blue Cross & Blue Shield of Fla., 116 F.3d 1364 (11th Cir. 1997)).
  • Substantive state-law pleading elements applied: aiding and abetting breach of fiduciary duty (Fonseca v. Taverna Imports, Inc., 212 So. 3d 431 (Fla. 3d DCA 2017)); tortious interference (McKinney-Green, Inc. v. Davis, 606 So. 2d 393 (Fla. 1st DCA 1992); Ethan Allen, Inc. v. Georgetown Manor, Inc., 647 So. 2d 812 (Fla. 1995)).

Legal Reasoning

A. Personal Jurisdiction Over the Individual Sellers

The court conducted the dual inquiry required in diversity: Florida’s long-arm statute, and federal due process. On the pre-closing period, it assumed—without deciding—that the long-arm statute might be satisfied by electronic placement of alleged misrepresentations in a virtual data room accessible in Florida. It then held due process was not met.

Central to the analysis was Walden’s admonition: a defendant’s forum contacts must arise from the defendant’s own, deliberate actions aimed at the forum, not from the plaintiff’s unilateral decisions. The buyers’ choice to hire a Florida attorney and to have that lawyer access a virtual data room from Florida was deemed “random, fortuitous, or attenuated” from the sellers’ perspective. The sellers did not aim their alleged misstatements at Florida; they communicated with buyers and their agents wherever buyers chose to situate them. Nor were the alleged harms foreseeably suffered in Florida at the time of the negotiations: none of the individual buyers resided in Florida, and Schratter was not a Florida business.

The “effects test” failed for the same reasons: nothing in the complaint showed the sellers “expressly aimed” their conduct at Florida. By contrast, the misrepresentations allegedly began before any Florida connection existed and were not uniquely directed to Florida recipients. The ensuing virtual closing did not change the calculus. The SPA permitted closing “at” a Miami office “or remotely”; affidavits established a virtual closing. The ancillary escrow/payment steps handled in Florida by buyers’ counsel were the buyers’ unilateral acts, not purposeful availment by the sellers.

On post-closing theories, the court first examined conspiracy-based jurisdiction under Florida’s long-arm statute. Florida requires “clear, positive and specific” factual allegations that at least some overt acts in furtherance of the conspiracy occurred in Florida. The complaint instead relied on generalized formulations (“wrongful acts,” “cooked the books,” “in furtherance of the conspiracy”) and failed to specify where the critical “distribution agreement” acts took place. Given the incomplete relocation timeline (the move to Florida spanned 2015–2017; the distribution agreement executed in June 2015), the pleading did not support an inference that Florida was the locus of overt conspiratorial acts. Without specific Florida acts, the long-arm statute was not satisfied.

The buyers’ alternative post-closing arguments fared no better under due process. A seller’s transmission of financial audits to Florida at the buyer’s direction, and the buyers’ own decision to move to Florida (and thereby experience the effects there), were again “unilateral” activities by the plaintiffs, not defendants’ purposeful forum contacts. Incidental in-forum effects are insufficient standing alone.

Bottom line on jurisdiction: Neither pre- nor post-closing allegations established specific personal jurisdiction over the sellers in Florida consistent with due process and Florida’s long-arm pleading requirements.

B. Dismissal of Claims Against Savencia Cheese

The court evaluated five claims against Savencia Cheese: three conspiracy claims (to commit fraud; to commit breach of fiduciary duty; and to commit constructive fraud), aiding and abetting a breach of fiduciary duty, and tortious interference with contract.

• Conspiracy Claims: The court required particularity under Rule 9(b) insofar as the claims sounded in fraud, and plausibility under Rule 8 for all conspiracy theories. The allegations that Savencia Cheese “agreed” with others and “acted in furtherance” of a conspiracy to restructure pricing/distribution terms were held conclusory. The complaint lacked the who/what/when/where/how necessary to make the participation allegations plausible—especially given an “obvious alternative explanation” (Savencia’s lawful interest in more favorable distribution terms).
• Aiding and Abetting Breach of Fiduciary Duty: Florida law requires (1) a fiduciary duty; (2) breach; (3) the aider’s knowledge of the breach; and (4) substantial assistance. The complaint recited elements (e.g., that Savencia acted “so that it could undermine discounted prices”) but did not allege specific facts showing Savencia’s knowledge of Voss’s alleged breach or Savencia’s substantial assistance. Inferring those elements from the mere existence of a distribution agreement was too speculative under Twombly/Iqbal.
• Tortious Interference: Applying Rule 8, the majority concluded that allegations that Savencia “had knowledge” of SPA terms and “procured an intentional and unjustified breach” were formulaic and lacked factual detail as to the how/when/why of the interference—again falling short of Twombly/Iqbal.

C. The Partial Dissent

Judge Jordan would have allowed the tortious interference claim to proceed. He pointed to non-conclusory allegations that (1) the SPA granted ten years of discounted pricing and distribution rights; (2) Savencia knew of those provisions; (3) Savencia—working through the “inside man” CEO—caused Schratter to execute a June 2015 distribution agreement that “changed the terms” of the SPA without the buyers’ consent, enabling overcharges and denial of products; and (4) the buyers suffered financial harm. Accepting these allegations as true, he deemed the claim “plausible on its face,” with proof to be tested at later stages.

The divergence illuminates a familiar tension: how much factual detail Rule 8 requires at the pleading stage for interference claims that involve complex, multi-actor business arrangements. The majority demanded more particularized mechanics of interference; the dissent treated the pleaded sequence and asserted knowledge as sufficient to cross Rule 12(b)(6)’s plausibility threshold.

Impact

1) Jurisdiction in the Age of Remote Deals and Virtual Data Rooms

• Hiring a forum-based lawyer and routing deal tasks through that lawyer does not, without more, create specific jurisdiction over out-of-state deal counterparts. This is a clear application of Walden to modern deal practice.
• Virtual data-room access from the forum, without defendant-directed targeting of the forum, is insufficient to show purposeful availment.
• Virtual closings, even where the SPA lists a forum office as a potential venue, will not ground jurisdiction if the parties actually close remotely and forum-based acts are performed unilaterally by the plaintiff’s agents.
• Post-closing relocation of the target (or the plaintiffs) to the forum does not retroactively create jurisdiction for pre-closing torts.

2) Florida’s Co-Conspirator Long-Arm Doctrine Tightened in Practice

• To leverage conspiracy as a jurisdictional hook, plaintiffs must allege with specificity the “overt acts” in Florida: who did what, where, and when. Generalized “in furtherance” verbiage is not enough.
• This decision, following NHB Advisors and Parisi, underscores that conclusory pleading will defeat long-arm jurisdiction even before due process analysis is reached.

3) Pleading Business Torts Post-Twombly/Iqbal

• Conspiracy and aiding-and-abetting claims require factual particulars showing agreement/knowledge and participation, not just outcomes that could be explained by lawful business motives.
• The split between the majority and the dissent on tortious interference highlights the need to allege concrete mechanics of the interference (how the defendant procured the breach, the communications/acts used, the timing, and why the conduct was unjustified).

4) Contract Drafting and Litigation Strategy

• The SPA’s “exclusive jurisdiction” clause designating Delaware courts for actions “in connection with” the agreement did not drive the decision, but it loomed in the background of the fair-play analysis. Parties should expect courts to be reluctant to anchor litigation in a different forum based solely on unilateral counsel selection.
• Defendants facing Florida suits should consider early motions contesting jurisdiction, supported by affidavits, and should highlight unilateral plaintiff conduct and lack of forum-directed conduct.
• Plaintiffs should document and plead any defendant-initiated, Florida-specific acts (e.g., targeted communications to Florida residents, in-person Florida meetings, Florida performance obligations) to establish purposeful availment.

Complex Concepts Simplified

• Specific Personal Jurisdiction: A court’s power over an out-of-state defendant for claims connected to the defendant’s contacts with the forum. Requires “minimum contacts” plus fairness—contacts must be the defendant’s own purposeful acts targeting the forum.
• Purposeful Availment: The defendant must deliberately engage with the forum (e.g., directing activities there, negotiating or performing there) such that it is foreseeable to be sued there. A plaintiff’s unilateral choices (like picking a local lawyer) don’t count.
• Effects Test (Intentional Torts): Jurisdiction may exist when the defendant intentionally targets the forum and knows the brunt of the harm will be felt there. Merely feeling effects in the forum is not enough if the defendant didn’t aim at the forum.
• Co-Conspirator Jurisdiction (Florida): Plaintiffs must plead—clearly and specifically—that at least some overt acts in furtherance of the conspiracy occurred in Florida. Conclusory “in furtherance” allegations are insufficient.
• Rule 8 vs. Rule 9(b): Rule 8 requires a “plausible” claim with factual content; Rule 9(b) requires particularity for fraud—what was said, by whom, when/where, why it was false, and what was obtained.
• Aiding and Abetting (Fiduciary Breach): Requires the aider’s knowledge of the breach and substantial assistance—both must be factually alleged, not inferred from outcome alone.
• Tortious Interference: Requires an existing contract, defendant’s knowledge, intentional and unjustified procurement of a breach, and damages. Plausible pleading should describe the mechanics of the interference, not just its result.

Conclusion

ECB USA v. Savencia Cheese establishes a clear and timely principle for cross-border and remote deal litigation: plaintiffs cannot manufacture forum jurisdiction through the happenstance of their counsel’s location or by accessing a virtual data room from the forum. Purposeful availment requires forum-focused conduct by the defendant, and conspiracy jurisdiction under Florida’s long-arm statute demands specific, Florida-based overt acts. On the merits, the opinion reinforces that business torts must be pled with sufficient factual detail to be plausible—especially where lawful business motives present obvious alternative explanations.

The partial dissent on tortious interference signals that borderline pleadings in complex commercial settings can divide reasonable jurists at the 12(b)(6) stage. The safest course for plaintiffs is to plead concrete, defendant-specific facts showing knowledge, agreement, and the mechanics of wrongful procurement or assistance. For defendants, early jurisdictional challenges remain a potent tool when plaintiffs’ forum ties are built on unilateral choices rather than defendant-directed contacts.

In sum, the decision clarifies the limits of personal jurisdiction in an era of virtual negotiations and remote closings and sets a rigorous but predictable roadmap for pleading business torts in the Eleventh Circuit.