No Personal Jurisdiction Through Plaintiff-Selected Counsel: ECB USA, Inc. v. Savencia Cheese USA, LLC

Introduction

On 8 July 2025 the United States Court of Appeals for the Eleventh Circuit decided ECB USA, Inc. & Atlantic Ventures Corp. v. Savencia Cheese USA, LLC, No. 23-12580. The dispute arose from the sale of Schratter Foods Incorporated, a Delaware-incorporated, New Jersey-based cheese distributor, to two French buyers who later moved the company’s headquarters to Florida. After alleging wide-ranging fraud and post-closing misconduct, the buyers sued the sellers (five individual officers of Schratter’s corporate family) and Savencia Cheese USA, LLC in the Southern District of Florida. The district court dismissed the claims against the individual sellers for lack of personal jurisdiction and the claims against Savencia Cheese for failure to state a claim. The Eleventh Circuit affirmed, establishing a clear rule that a plaintiff’s unilateral decision to employ forum-based counsel does not, by itself, create specific personal jurisdiction over non-resident defendants.

Summary of the Judgment

1. Personal Jurisdiction. The Court held that Florida’s long-arm statute could not be invoked—and, even if it could, the Due Process Clause would forbid it—to hale the non-resident sellers into Florida based solely on their communications with the buyers’ Florida lawyer and the buyers’ later relocation of the company to Florida. The sellers had not “purposefully availed” themselves of the forum, and any Florida contacts were the result of the buyers’ unilateral choices.
2. Pleading Deficiencies. As to Savencia Cheese, the Court held that the amended complaint did not satisfy Federal Rule of Civil Procedure 8 (general pleading), Rule 9(b) (fraud particularity), or Twombly/Iqbal plausibility for claims of conspiracy, aiding and abetting breach of fiduciary duty, and tortious interference.
3. Separate Opinion. Judge Jordan concurred in part and dissented in part, believing that the tortious-interference count was pleaded adequately and should have survived.

Analysis

Precedents Cited and Their Influence

• Walden v. Fiore, 571 U.S. 277 (2014) – Reinforced that jurisdiction cannot rest on “random, fortuitous, or attenuated” contacts or on the plaintiff’s unilateral activity. The panel used Walden to reject jurisdiction based on the buyers’ choice of a Florida lawyer.
• Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945) – Groundwork for “minimum contacts” test. The opinion applied the three-part specific jurisdiction inquiry derived from International Shoe.
• World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286 (1980) – Cited for the fairness prong (“traditional notions of fair play and substantial justice”) and foreseeability concepts.
• Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) – Emphasized that jurisdiction must stem from the defendant’s own purposeful actions, not the plaintiff’s.
• Licciardello v. Lovelady, 544 F.3d 1280 (11th Cir. 2008) & Del Valle v. Trivago GMBH, 56 F.4th 1265 (11th Cir. 2022) – Addressed “effects test” for intentional torts; the Court distinguished those cases because the alleged fraud here was not “aimed” at Florida.
• Twombly and Iqbal – Supplied the plausibility framework for dismissing claims against Savencia Cheese.

Legal Reasoning of the Court

1. Personal Jurisdiction over the Individual Sellers
The Court followed a two-step analysis:

• Long-Arm Statute. Even assuming Florida Statutes §48.193(1)(a)(2) covered the conduct, the Court moved to due process without deciding the state-law question, avoiding an Erie “guess.”
• Due Process.
  • Arising-out-of. The buyers’ claims nominally related to communications made to their Florida counsel, but that link was tenuous.
  • Purposeful-availment. The sellers did not target Florida; they negotiated primarily in France, lived and worked elsewhere, and dealt with Florida only because plaintiffs retained a Miami lawyer.
  • Fair play and substantial justice. Florida’s interest was minimal; allowing jurisdiction would create a “game of gotcha.”

The Court analogized the buyers’ choice of a Florida lawyer to the plaintiff’s “unilateral activity” in Walden and Hanson v. Denckla—insufficient to tether the defendant to the forum.

2. Post-Closing Allegations and the Co-Conspirator Theory
Florida courts require “clear, positive and specific” facts to use a co-conspirator’s in-state acts as a hook for jurisdiction. The complaint’s generalized statements (“cooked the books,” “wrongful acts”) did not satisfy that test, and the key act—the 2015 distribution agreement—was not alleged to have occurred in Florida.

3. Rule 12(b)(6) Dismissal of Savencia Cheese
The Court applied three pleading standards:

• Rule 9(b) for fraud-based conspiracies: the complaint failed the “who, what, when, where, how” particulars.
• Rule 8(a) & Twombly/Iqbal for aiding-and-abetting and tortious interference: the allegations were largely conclusory, merely reciting elements without factual detail, and an “obvious alternative explanation” (a legitimate pricing motive) rendered conspiracy implausible.

Impact and Future Significance

• Forum-Selection by Counsel No Longer a Shortcut. Corporate and commercial litigants cannot count on jurisdiction in the home state of their lawyers unless the defendant itself purposefully engages the forum.
• Higher Pleading Bar in Complex Business-Tort Cases. The decision reinforces that Rule 9(b) particularity applies to conspiracy counts “sounding in fraud” and that generic allegations of an agreement will be dismissed.
• Co-Conspirator Jurisdiction Narrowed. Plaintiffs invoking Florida’s long-arm statute via conspiracy must plead precise in-state overt acts; vague references to “Florida operations” will not suffice.
• Split Panel Note. Judge Jordan’s partial dissent preserves an argument that a less demanding Rule 8 standard may allow tortious-interference claims to proceed when at least minimal facts are alleged. Litigants may cite his opinion in future Rule 12(b)(6) battles.

Complex Concepts Simplified

• Specific Personal Jurisdiction: Power of a court over a defendant for claims that arise out of the defendant’s contacts with the forum state.
• Long-Arm Statute: A state law that enumerates acts allowing state courts to exercise jurisdiction over non-residents.
• Minimum Contacts Test: Constitutional test requiring (a) relatedness, (b) purposeful availment, and (c) fairness.
• Purposeful Availment: Defendant’s intentional engagement with the forum’s laws or benefits, creating reasonable foreseeability of being sued there.
• Effects Test: For intentional torts, jurisdiction may exist where the defendant’s conduct is aimed at the forum and the effects are felt there.
• Co-Conspirator Theory: A plaintiff asserts jurisdiction over an out-of-state conspirator by attributing in-state acts of another conspirator; Florida requires specific factual pleading.
• Rule 9(b): Federal rule demanding fraud claims be pleaded with particularity—names, dates, places, and precise statements.
• Twombly/Iqbal Plausibility: Complaints must contain enough factual matter, accepted as true, to state a facially plausible claim; mere recitations of elements or labels are inadequate.

Conclusion

ECB USA v. Savencia Cheese is a potent reminder that personal jurisdiction cannot be manufactured by a plaintiff’s strategic choices—whether hiring local counsel or relocating a business post-closing. For corporate defendants, the decision supplies a robust defense against being sued in unexpected venues; for plaintiffs, it underscores the need to plead concrete, forum-directed facts. On the merits, the case reiterates the Eleventh Circuit’s strict adherence to Twombly, Iqbal, and Rule 9(b). Although Judge Jordan would have allowed the tortious-interference claim to proceed, the majority’s ruling stands as binding precedent: communications with a plaintiff’s forum-based agent, without more, do not equal purposeful availment. Future commercial litigants must therefore ground their jurisdictional theories in defendants’ own deliberate contacts, not in the plaintiffs’ fortuitous ones.