Parent Ownership and the "Stranger" Doctrine: The Eleventh Circuit’s Strict Application of Florida Tortious Interference Law in Al Rushaid v. Siemens Energy

Parent Ownership and the "Stranger" Doctrine: The Eleventh Circuit’s Strict Application of Florida Tortious Interference Law in Al Rushaid Petroleum Investment Co. v. Siemens Energy Inc.

1. Introduction

The Eleventh Circuit’s decision in Al Rushaid Petroleum Investment Company & Al Rushaid Trading Company v. Siemens Energy Incorporated, No. 23‑13297 (11th Cir. Nov. 17, 2025), is a significant federal appellate exposition of Florida business tort law as applied in a complex international commercial setting.

At its core, the case involves:

  • Two Saudi Arabian companies:
    • Al Rushaid Petroleum Investment Co. (ARPIC), and
    • Al Rushaid Trading Co. (ARTC),
    who for decades have acted as local facilitators and agents for foreign oilfield equipment manufacturers in Saudi Arabia.
  • Dresser Rand Group (DRG), a manufacturer of turbines and compressors, which long ago established:
    • Exclusive sales representation and aftermarket agreements with ARTC, and
    • A joint venture and related business venture agreement with ARPIC, particularly in connection with a major Corporate Procurement Agreement (CPA) with Saudi Aramco.
  • Siemens Energy Inc. (Siemens), which acquired DRG via a stock purchase in 2015.

After Siemens’ acquisition of DRG, the Al Rushaid entities alleged that Siemens:

  • Diverted orders and work that were supposed to be fulfilled through the ARPIC–DRG joint venture,
  • Used ARPIC’s proprietary information and joint venture resources to secure and fulfill business that should have gone to the joint venture,
  • Cut ARTC out of commissions for sales of DRG products and services in Saudi Arabia, and
  • Misrepresented ARPIC’s continued participation in the joint venture to Saudi Aramco.

They sued Siemens in the Middle District of Florida (on diversity jurisdiction) asserting:

  1. Tortious interference with contracts and business relationships (multiple counts),
  2. Common-law unfair competition, and
  3. Unjust enrichment.

The district court dismissed the original complaint as a shotgun pleading, gave leave to amend, and then dismissed the operative amended complaint (again) – this time on substantive and pleading grounds, but without prejudice. The Eleventh Circuit has now affirmed.

This commentary examines the opinion’s:

  • Clarification and reinforcement of Florida’s “stranger” requirement for tortious interference, especially where a parent corporation owns one of the contracting parties,
  • Strict treatment of the “improper means” and “pure malice” exceptions,
  • Narrow reading of common-law unfair competition in Florida, tied to actual competition and customer confusion,
  • Insistence on compliance with federal pleading standards (Rules 8, 9(b), and the Eleventh Circuit’s shotgun-pleading doctrine), and
  • Reaffirmation that unjust enrichment is unavailable where an express contract governs the same subject matter.

2. Summary of the Opinion

2.1 Procedural Posture

The case is a diversity action governed by Florida substantive law. The district court:

  • Dismissed the original complaint as a shotgun pleading, with leave to amend.
  • Dismissed the amended complaint under Rule 12(b)(6), without prejudice, holding that:
    • Siemens was not a “stranger” to the contracts/business relationships at issue and thus could not be liable for tortious interference under Florida law absent special circumstances;
    • The “improper means” and “purely malicious” motive exceptions to the stranger requirement were not properly pleaded;
    • The unfair competition count was a shotgun pleading and failed on its elements; and
    • The unjust enrichment count did not satisfy Rule 8 and, in any event, was barred by the existence of express contracts covering the same subject matter.

The Al Rushaid entities appealed. The Eleventh Circuit reviewed de novo and affirmed across the board.

2.2 Key Holdings

  1. Tortious Interference
    Siemens, as the 100% owner of DRG at the time of the alleged interference, had a supervisory and financial interest in DRG’s contracts with the Al Rushaid entities, and therefore:
    • Was not a “stranger” to the business relationships/contracts, and so cannot be liable for tortious interference under Florida law, absent exceptions.
    • The timing argument—that Siemens was a stranger when the contracts were originally formed—was rejected; what matters is Siemens’s status at the time of the alleged interference, not when the relationship was created.
    • The “improper means” and “pure malice” exceptions were not adequately pleaded:
      • Alleged misrepresentations sounded in fraud and did not satisfy Rule 9(b)’s “who, what, when, where, and how” particularity requirement.
      • The complaint itself alleged legitimate business purposes for Siemens’ actions, defeating the notion that Siemens acted with purely malicious motives.
  2. Unfair Competition
    The court held that:
    • Count 8 was an impermissible shotgun pleading because it commingled:
      • A common-law unfair competition theory, with
      • A trade secrets misappropriation theory – the latter being displaced by Florida’s Uniform Trade Secrets Act (FUTSA), Fla. Stat. § 688.008.
    • Even if treated as a pure unfair competition claim, it failed as a matter of law because:
      • Siemens and ARPIC/ARTC were not in actual or direct competition – Siemens is a manufacturer; the Al Rushaid entities are sales/agency facilitators.
      • The alleged misconduct did not involve the kind of imitative or deceptive conduct (e.g., confusingly similar names, “passing off”) that typically grounds unfair competition.
      • The complaint did not plausibly allege customer confusion (there was no allegation that Saudi Aramco thought it was dealing with the Al Rushaid entities when dealing instead with Siemens).
  3. Unjust Enrichment
    The unjust enrichment count failed for two independent reasons:
    • Pleading defect under Rule 8(a)(2):
      • The count used repeated “and/or” language (“Siemens and/or entities it acquired”), muddling whether the alleged enrichment was by Siemens, its acquisitions, or both.
        • separate statements or clearly distinct alternatives, not blended into an opaque paragraph.
    • Substantive bar under Florida law:
      • Florida law bars unjust enrichment when an express contract covers the same subject matter.
      • Here, the unjust enrichment claim was premised on contractual obligations owed to ARTC under the Sales Representation Agreement and Aftermarket Sales Representation Agreement.
      • Because those contracts defined ARTC’s rights to commissions and exclusivity, ARTC could not circumvent them via unjust enrichment regarding the same subject matter.

The Eleventh Circuit therefore affirmed the dismissal of all claims, without prejudice.

3. Detailed Analysis of the Court’s Reasoning

3.1 Tortious Interference and the “Stranger” Doctrine

3.1.1 Elements under Florida Law

The court began by reciting the standard elements of tortious interference under Florida law (applicable both to interference with a contract and with a business relationship):1

  1. The existence of a business relationship or contract;
  2. The defendant’s knowledge of that relationship/contract;
  3. An intentional and unjustified interference with the relationship or causing breach of the contract; and
  4. Resulting damage to the plaintiff.

The “unjustified interference” element—element three—is where the case turned. Under Florida law, that element is satisfied only if the defendant is:

  • A third party to the relationship, i.e., a “stranger”.

As Florida’s Fourth District has succinctly put it:

“For the interference to be unjustified, the interfering defendant must be a third party, a stranger to the business relationship.”
– Palm Beach Cnty. Health Care Dist. v. Prof’l Med. Educ., Inc., 13 So. 3d 1090, 1094 (Fla. 4th DCA 2009).

The Eleventh Circuit emphasized another gloss from that line of cases:

A defendant is not a stranger when it has:
  • a supervisory interest in how the relationship is conducted; or
  • a potential financial interest in how the contract is performed.

This “stranger doctrine” has become a powerful shield for corporate parents, affiliates, and key insiders in Florida—something the Eleventh Circuit’s opinion strongly reinforces.

3.1.2 Ownership, Supervisory and Financial Interests: The Court’s Use of Precedent

The court’s principal authority for applying the stranger doctrine here is the Florida Fourth District’s decision in Volvo Aero Leasing, LLC v. VAS Aero Services, LLC, 268 So. 3d 785 (Fla. 4th DCA 2019).

In Volvo Aero:

  • Company A (Volvo Aero Leasing) had a business relationship with Company B (Volvo Aero Services).
  • Company B had a separate contract with Company C (H.I.G. Capital) for services.
  • An H.I.G. affiliate owned 88% of the holding company that owned B; two individuals at the top owned 100% of H.I.G.’s voting shares.
  • When A sued C (H.I.G.) for tortious interference, the Fourth DCA held that C was not a stranger because:
    • C indirectly owned and directly controlled B,
    • It had both a supervisory and financial interest in B’s conduct under the contract.

The Eleventh Circuit analogized Siemens to H.I.G., but with an important factual twist: Siemens’ relationship to DRG was even stronger:

  • Siemens allegedly owned DRG directly and completely (not merely through an 88% indirect stake).

Accordingly, Siemens clearly had:

  • A supervisory interest in DRG’s performance of its contracts with ARPIC and ARTC, and
  • A direct financial stake in DRG’s revenues under those arrangements.

That ownership interest was enough, as a matter of Florida law, to render Siemens a non-stranger and thereby defeat the tortious interference element requiring “unjustified interference by a stranger.”

3.1.3 Timing: Status at Interference, Not at Contract Formation

The plaintiffs tried to escape this conclusion by arguing:

Siemens was a stranger to the relationship when the contracts and business relationships with DRG were formed. Therefore, its later interference should still be actionable.

The Eleventh Circuit rejected this argument, drawing on more Florida precedent—particularly Bridge Financial, Inc. v. J. Fischer & Assocs., Inc., 310 So. 3d 45 (Fla. 4th DCA 2020).

In Bridge Financial, the Fourth DCA stressed that what matters is the defendant’s status “at the time he allegedly interfered”, not at the inception of the relationship. In that case, a former officer who became a 10% owner of one party to the business relationship could not be a stranger at the time of the alleged interference.

The Eleventh Circuit applied the same reasoning:

  • The ARPIC–DRG and ARTC–DRG contracts plainly predated Siemens’ acquisition of DRG.
  • But at the time Siemens allegedly:
    • diverted orders from the joint venture,
    • excluded ARPIC from the joint venture, and
    • used ARPIC’s information and joint venture resources to secure business,
    Siemens already owned DRG.

Thus, under Volvo Aero and Bridge Financial, Siemens could not be considered a stranger at the relevant time, which defeats the tortious interference element as a matter of Florida law.

3.1.4 Exceptions: “Improper Means” and “Pure Malice”

Florida law recognizes limited exceptions where even a non-stranger’s interference may be actionable, most notably:

  1. Improper means / undue means, and
  2. Purely malicious motive, unconnected to legitimate business interests.
(a) “Improper Means” and Rule 9(b)

Cases like Security Title Guarantee Corp. of Baltimore v. McDill Columbus Corp., 543 So. 2d 852 (Fla. 2d DCA 1989) and Ethyl Corp. v. Balter, 386 So. 2d 1220 (Fla. 3d DCA 1980), suggest that a non-stranger may be liable where it uses improper means to interfere.

Subsequent Florida appellate decisions have fleshed out “improper means” to include things like:

  • Physical violence,
  • Threats or intimidation,
  • Illegal conduct or threats of illegal conduct,
  • Misrepresentations or fraud directed at customers or suppliers.

Al Rushaid’s theory focused on fraudulent misrepresentations to Saudi Aramco, particularly the allegation in paragraph 127 of the amended complaint that Siemens:

“has been falsely representing to Saudi Aramco that ARPIC has been actively involved in the Joint Venture when, in fact, (i) Siemens Energy has purposely excluded ARPIC from all aspects of the Joint Venture, and (ii) Siemens Energy has been fulfilling purchase orders … at the Siemens Facility and denying ARPIC all related benefits.”

The Eleventh Circuit treated those allegations as sounding in fraud, which triggers the heightened pleading standard of Federal Rule of Civil Procedure 9(b). Citing its prior decisions (Omnipol, Ziemba, Garfield, etc.), the court reiterated that under Rule 9(b), a complaint alleging fraud must specify:

  1. Precisely what statements were made (or what omissions occurred),
  2. The time and place of each statement and the person responsible,
  3. The content and manner in which the statements misled the plaintiff, and
  4. What the defendant obtained as a consequence.

The court found the amended complaint deficient because it did not specify:

  • When Siemens made the alleged misrepresentations,
  • Where they were made,
  • Which particular deals or projects were affected, and
  • What Siemens specifically obtained from the fraud, beyond conclusory references to diverted opportunities.

Because the fraud-based “improper means” allegations failed Rule 9(b), they could not serve as the factual basis for the improper means exception. Nor did the complaint plausibly allege other kinds of undue means such as violence, threats, or illegal conduct.

(b) “Pure Malice” and Legitimate Economic Interests

The second exception concerns situations where the non-stranger’s actions are motivated by pure malice—that is, “solely out of spite, to do harm, or for some other bad motive,” with no legitimate economic interest at stake.2

Florida cases like:

  • Heavener, Ogier Services, Inc. v. R.W. Florida Region, Inc., 418 So. 2d 1074 (Fla. 5th DCA 1982),
  • Ethyl Corp. v. Balter, 386 So. 2d 1220 (Fla. 3d DCA 1980), and
  • McCurdy v. Collis, 508 So. 2d 380 (Fla. 1st DCA 1987)

establish that:

  • If the defendant’s conduct is driven, at least in part, by a legitimate business interest, the qualified privilege to interfere is not defeated.
  • Only where malice is the sole motive is the interference potentially actionable.

The Eleventh Circuit pointed out that the amended complaint itself contained numerous allegations of Siemens’ legitimate motives, including:

  • Desire to improve its position in the oil and gas market,
  • Integration of DRG’s products and service revenues into Siemens’ global portfolio,
  • Opportunity to benefit from long-term service and repair revenues,
  • Changes in Saudi law reducing the need for a Saudi-based partner in a joint venture, and
  • A desire to capitalize on a joint venture that had moved past its expense-laden start-up phase into profitability.

These are textbook examples of legitimate competitive economic interests. As the court succinctly put it, because Siemens’ actions were “motivated at least in part by legitimate business reasons and not ‘solely’ out of malice,” the pure malice exception does not apply.

3.1.5 Result: Tortious Interference Claims Fail as a Matter of Law

Given:

  • Siemens’ status as a non-stranger (by reason of ownership and supervisory/financial interests),
  • The failure to adequately plead improper means under Rule 9(b), and
  • The presence of Siemens’ legitimate economic motives, defeating the “pure malice” exception,

the Eleventh Circuit concluded that no tortious interference claim was stated under Florida law. Accordingly, all tortious interference counts (Counts 1–7, 9, and 10) were properly dismissed.

3.2 Unfair Competition: Scope, Competition, and Confusion

3.2.1 Shotgun Pleading and FUTSA Preemption

Before reaching the merits, the Eleventh Circuit agreed with the district court that Count 8 was a shotgun pleading under Weiland v. Palm Beach County Sheriff’s Office, 792 F.3d 1313 (11th Cir. 2015).

One recognized type of shotgun pleading is a count that “commits the sin of not separating into a different count each cause of action or claim for relief.” Here:

  • Count 8 was titled “ARPIC’s Common Law Unfair Competition Claim,” but
  • It also complained about Siemens “stealing the … trade secrets of another.”

Florida’s Uniform Trade Secrets Act (FUTSA), Fla. Stat. § 688.008, explicitly displaces conflicting tort and restitutionary remedies for trade secret misappropriation. In other words, trade secret claims must be brought under FUTSA, not under common law labels like “unfair competition”.

Because the count failed to separate:

  • a FUTSA-based trade secret theory, from
  • a common-law unfair competition theory,

and the plaintiffs had already been warned about shotgun pleading in their original complaint, dismissal on shotgun-pleading grounds was justified.

3.2.2 Elements of Florida Common-Law Unfair Competition

The court then examined Count 8 in the alternative, asking: even if treated purely as a common-law unfair competition claim, does it state a claim?

Citing older but still authoritative Florida decisions such as Staff Shop of Miami, Inc. v. Moss, 120 So. 2d 39 (Fla. 2d DCA 1960) and Tampa Wholesale Co. v. Foodtown U.S.A., Inc., 166 So. 2d 711 (Fla. 2d DCA 1964), the Eleventh Circuit distilled three core elements of unfair competition under Florida common law:

  1. Actual or direct competition between the parties;
  2. Use of deceptive or fraudulent conduct, often by means of imitative devices or other unfair means (e.g., confusingly similar trade names, “passing off”); and
  3. Customer confusion such that prospective purchasers believe they are buying the plaintiff’s goods or services when in fact they are buying the defendant’s.

A failure to plausibly plead any of these elements will defeat the claim.

3.2.3 No “Actual or Direct Competition” Between Siemens and Al Rushaid

On the first element, the amended complaint alleged that:

  • ARPIC and ARTC are in the business of aiding foreign manufacturers of oilfield equipment in gaining access to the Saudi market.
  • Siemens, by contrast, is a manufacturer of turbines and compressors.

This distinction mattered. The Eleventh Circuit endorsed the district court’s view that:

  • “Facilitating sales” (agency/representation services) is a distinct business from “manufacturing equipment,”
  • There was no plausibly pleaded direct competition between Siemens and the Al Rushaid entities for the same customers in the same product or service space.

Indeed, the complaint itself alleged that:

  • Siemens used a Saudi-based agent, Juffali, to act as its sales representative.

Thus, if Al Rushaid had an unfair competition problem, it was arguably with Juffali (another agent competing to represent manufacturers in Saudi Arabia), not with Siemens, which is positioned differently in the commercial chain.

3.2.4 Deceptive or Fraudulent Conduct of the “Passing Off” Type

On the second element, the core allegation was that Siemens misrepresented to Saudi Aramco that ARPIC remained involved in the joint venture, thereby helping Siemens maintain its business relationship with Saudi Aramco.

But typical Florida unfair competition cases involve:

  • Adoption of a confusingly similar trade name or mark,
  • “Passing off” one’s goods or services as those of another, or
  • Closely imitative marketing that leads consumers to think they are dealing with the plaintiff when in fact they are not.

For example:

  • Sun Coast, Inc. v. Shupe, 52 So. 2d 805 (Fla. 1951) – dispute concerning similar “Sun Coast” names.
  • Great Southern Bank v. First Southern Bank, 625 So. 2d 463 (Fla. 1993) – similar bank names creating confusion.

In contrast, Siemens was not alleged to be:

  • Using ARPIC’s name or logo,
  • Branding itself as ARPIC, or
  • Otherwise imitating ARPIC’s identity in the marketplace.

The misrepresentation alleged—about whether ARPIC remained an active joint venture partner—is quite different: it affects primarily the internal allocation of benefits from the Saudi Aramco relationship, not what Saudi Aramco thinks it is buying or from whom.

3.2.5 No Plausible Allegation of Customer Confusion

Finally, the complaint did not plausibly allege that Saudi Aramco (the “customer” here):

  • Was confused about who it was dealing with, or
  • Purchased Siemens’ goods or services believing them to be those of ARPIC or ARTC.

The complaint alleged only that:

By falsely representing that ARPIC remained involved in the joint venture, Siemens was able to maintain its “lucrative business relationship” with Saudi Aramco, divert contracts that would have been fulfilled by the joint venture, and deny ARPIC its proportional share of benefits.

That is a theory about lost profits and diverted opportunities internal to the DRG–ARPIC venture, not about marketplace confusion in the sense that unfair competition doctrine traditionally addresses.

Accordingly, the Eleventh Circuit agreed that Count 8 failed to state a claim for unfair competition, even apart from its shotgun-pleading defects.

3.3 Unjust Enrichment: Rule 8(d) and the Express Contract Bar

3.3.1 Elements of Unjust Enrichment under Florida Law

Florida unjust enrichment requires three elements:3

  1. A benefit conferred upon the defendant by the plaintiff,
  2. The defendant’s appreciation of the benefit, and
  3. The defendant’s acceptance and retention of the benefit under circumstances making it inequitable to retain it without paying its value.

Count 11 alleged that Siemens and/or entities it acquired:

  • Received and retained the benefits of revenues from the sale of DRG products, spare parts, and related services in Saudi Arabia generated by ARTC,
  • Did so without paying ARTC the “substantial commissions owed for those sales,” and
  • That equity and good conscience prevented Siemens and/or its acquired entities from retaining those benefits without fulfilling their contractual obligations to ARTC or otherwise paying for them.

3.3.2 Pleading Defect: “And/Or” and Rule 8(d)(2)

The Eleventh Circuit first faulted the unjust enrichment count for failing to provide the “short and plain statement of the claim” required by Rule 8(a)(2), due to its heavy reliance on the phrase “and/or”:

  • “Siemens Energy has been unjustly enriched because it and/or entities it acquired … received and retained the benefit …”
  • “Permitting Siemens and/or entities it acquired to retain the benefit … would unfairly give them the benefit …”
  • “Equity and good conscience forbid Siemens Energy and/or entities it acquired from retaining the benefit …”

This drafting made it unclear, even at the most basic level:

  • Was the alleged enrich­ment by Siemens itself?
  • By DRG or other acquired entities?
  • By both jointly?

While Rule 8(d)(2) allows a party to plead alternative or hypothetical statements of a claim, such alternatives should be distinctly articulated so that it is clear what theories are being advanced. Here, the court emphasized that alternative theories are best set out in separate statements, not blended into a single, ambiguous paragraph through “and/or” formulations.

Because Count 11 “lumped all of its theories of liability together,” the court held that it did not fairly notify Siemens of the nature of the claims against it and therefore failed Rule 8.

3.3.3 Substantive Bar: Express Contract Governing the Same Subject Matter

More fundamentally, the Eleventh Circuit held that the unjust enrichment claim failed as a matter of Florida substantive law.

Citing cases such as:

  • Diamond “S” Dev. Corp. v. Mercantile Bank, 989 So. 2d 696 (Fla. 1st DCA 2008),
  • Ocean Communications, Inc. v. Bubeck, 956 So. 2d 1222 (Fla. 4th DCA 2007), and
  • Tobin & Tobin Ins. Agency, Inc. v. Zeskind, 315 So. 2d 518 (Fla. 3d DCA 1975),

the court reiterated the Florida rule:

A plaintiff cannot pursue unjust enrichment where an express contract exists concerning the same subject matter.

Here:

  • ARTC’s entitlement to commissions and exclusivity in Saudi Arabia was governed by:
    • The Sales Representation Agreement, and
    • The Aftermarket Sales Representation Agreement,
  • These contracts:
    • Granted ARTC exclusive agency rights in Saudi Arabia for DRG products, and
    • Defined ARTC’s right to commissions and other benefits arising from sales and aftermarket services.

Yet the unjust enrichment claim was predicated on precisely these contractual rights:

  • Siemens (and/or acquired entities) allegedly retained the benefits of sales generated by ARTC in Saudi Arabia “without paying ARTC the substantial commissions owed for those sales.”

Because the supposed enrichment was nothing more than the failure to pay contractual commissions, Florida law treats this as a matter of contract enforcement, not equity.

Even though Siemens itself was not an original party to the ARTC–DRG contracts, the court treated the focus as the subject matter—i.e., commission rights and exclusivity—rather than the identity of the contracting parties. Thus, ARTC could not convert an alleged failure to honor a commission-based contractual framework into an unjust enrichment claim against Siemens.

For these reasons, Count 11 was correctly dismissed.

4. Key Legal Concepts Simplified

4.1 The “Stranger” Doctrine in Tortious Interference

In Florida, you generally cannot sue your own business partner (or its parent company) for “tortious interference” with your mutual contract. Tortious interference is reserved for outsiders—true third parties who meddle in a relationship they do not have a legal or economic stake in.

If the defendant:

  • Owns one of the parties,
  • Exerts supervisory control over the relationship, or
  • Has a financial stake in performance,

Florida courts view that defendant as an insider, not a “stranger”, and thus ordinarily immune from tortious interference liability for influencing that contract or relationship.

4.2 Improper Means and Pure Malice

Florida allows an exception when an insider uses “improper means” (e.g., threats, criminal conduct, or serious fraud) or acts with “pure malice” (only to hurt another, with zero legitimate business motivation). Both of these concepts set very high bars:

  • Improper means requires conduct that is independently wrongful or egregiously abusive, beyond ordinary business competition or breach of contract.
  • Pure malice requires the plaintiff to show that the defendant had no legitimate business interest at all and acted solely out of spite.

Alleging these exceptions in a complaint is not enough; they must be factually specific and, in the case of fraud, satisfy Rule 9(b)’s heightened specificity requirements.

4.3 Shotgun Pleading

A “shotgun pleading” is a complaint that is so vague, repetitive, or poorly organized that:

  • Neither the defendant nor the court can tell exactly which facts support which claims.

Examples include:

  • One count incorporating all prior paragraphs (including those unrelated to that count);
  • Multiple distinct legal theories (e.g., unfair competition and trade secret misappropriation) crammed into one count; or
  • Repetitive and conclusory allegations lacking clear structure.

The Eleventh Circuit has repeatedly condemned shotgun pleadings because they:

  • Burden courts and litigants,
  • Obscure what is being alleged, and
  • Invite confusion during motion practice and trial.

4.4 Rule 9(b): Heightened Pleading for Fraud

If a claim is based on fraud (or “sounds in fraud”), Rule 9(b) requires more detail than usual:

  • Who said or did what,
  • Exactly what was said (or wrongly omitted),
  • When and where it was said,
  • How it misled the plaintiff, and
  • What benefit the defendant gained.

This particularly matters when fraud allegations are used to:

  • Support a tortious interference claim (as “improper means”), or
  • Bolster unfair competition theories.

4.5 Unjust Enrichment vs. Express Contract

Unjust enrichment is an equitable remedy used when:

  • There is no governing contract, but
  • It would be unfair for the defendant to retain a benefit provided by the plaintiff without paying for it.

In Florida, once the parties’ relationship is governed by a valid, enforceable express contract that covers the same subject matter, unjust enrichment is generally off the table. The rationale is simple:

Equity does not intervene where the parties have already set their rights and obligations by contract.

5. Impact and Practical Implications

5.1 Corporate Groups, Acquisitions, and Tortious Interference

The opinion in Al Rushaid v. Siemens Energy strongly confirms that, under Florida law:

  • A parent corporation that acquires a company is usually protected from tortious interference claims involving that subsidiary’s preexisting contracts and relationships, as long as:
    • It has a clear ownership, supervisory, or financial interest in the subsidiary, and
    • It does not resort to improper means or act out of pure malice.

Practically, this gives substantial comfort to:

  • Corporate acquirers engaging in post-acquisition integration, restructuring, and reallocation of business lines that may disfavor pre-existing agents or local partners.
  • Investors and controlling shareholders who influence the subsidiary’s contractual performance for legitimate economic reasons.

On the flip side, it signals to:

  • Agents and local partners (like ARPIC and ARTC) that their protection lies primarily in:
    • Strong, detailed contract drafting (including protections against unauthorized assignment, minimum volume or commission commitments, and change-of-control provisions), and
    • Contract-based remedies (breach, damages, perhaps arbitration), rather than tortious interference theories.

5.2 Heightened Pleading and Litigation Strategy

The opinion underscores that in federal court:

  • Plaintiffs must be acutely mindful of:
    • Rule 8 (plain statement, clear counts, no shotgun pleading), and
    • Rule 9(b) when alleging fraud or misrepresentation.

From a practical standpoint:

  • If fraud is central to a business tort (tortious interference, unfair competition, etc.), plaintiffs should:
    • Plead with precision: identify specific transactions, dates, communications, and actors.
    • Be prepared for the claim to be dismissed if any Rule 9(b) element is missing.
  • Plaintiffs should avoid “and/or” formulations and instead:
    • Lay out alternative theories in separate, clearly-marked paragraphs or counts, as contemplated by Rule 8(d)(2).
  • When asserting both contract and quasi-contract (unjust enrichment) theories:
    • Recognize that Florida law will rarely allow unjust enrichment to proceed where a valid express contract tightly covers the same subject matter, especially by the time of summary judgment.

5.3 Narrowing of Common-Law Unfair Competition in Florida

Although Florida courts have sometimes used “unfair competition” broadly, this opinion aligns with a more traditional, passing-off-focused conception:

  • Actual or direct competition is required.
  • Deceptive or fraudulent conduct must be of a type that leads customers to mistake one seller’s goods or services for another’s (e.g., similar names, trade dress, marks).
  • Customer confusion is not merely about who shares in profits behind the scenes; it is about what the customer believes they are buying and from whom.

Businesses in Florida relying on broad “unfair competition” theories that do not involve source confusion, trade names, or brand imitation may find this path increasingly narrow, particularly in federal court applying these standards.

5.4 Trade Secrets and FUTSA Preemption

The opinion also reinforces Florida’s statutory policy that:

  • Trade secrets misappropriation is the exclusive domain of the Florida Uniform Trade Secrets Act (FUTSA).

Attempts to plead trade secret misuse as:

  • “Unfair competition,”
  • “Conversion,”
  • “Misappropriation,” or other common-law torts,

are susceptible to dismissal because FUTSA displaces such overlapping remedies. Plaintiffs must:

  • Plead clearly under FUTSA, and
  • Avoid mixing statutory trade secret claims into unrelated common-law counts.

6. Conclusion

Al Rushaid v. Siemens Energy is a comprehensive reaffirmation and clarification of several important doctrines at the intersection of Florida business tort law and federal pleading practice.

Key takeaways include:

  • Parent corporations and owners are generally insulated from tortious interference claims concerning their subsidiaries’ contracts and business relationships, barring truly egregious conduct. Ownership confers a supervisory and financial interest that makes them non-strangers to those relationships.
  • The timing of ownership matters: what counts is whether the defendant is a stranger at the time of interference, not at the inception of the contract or relationship.
  • The “improper means” and “pure malice” exceptions are narrow and demanding:
    • Improper means often involves serious wrongdoing and, when sounding in fraud, must satisfy Rule 9(b).
    • Pure malice requires motive entirely divorced from legitimate economic interests.
  • Unfair competition under Florida common law is focused on:
    • Actual competition,
    • Deceptive or imitative conduct, and
    • Customer confusion about the source of goods or services.
    Inter-corporate disputes over revenue allocation and joint venture participation, without marketplace confusion, do not neatly fit this doctrine.
  • FUTSA (Florida’s Trade Secrets Act) preempts overlapping common-law trade secret remedies; trade secret claims must be brought under the statute, not disguised within unfair competition counts.
  • Unjust enrichment is unavailable where express contracts govern the same subject matter; plaintiffs must look to their contractual rights and remedies rather than equitable ones.
  • Finally, federal practice in the Eleventh Circuit requires careful, disciplined pleading:
    • No shotgun complaints,
    • Clear separation of distinct causes of action,
    • Specificity where fraud is alleged, and
    • Coherent articulation of alternative theories under Rule 8(d).

As cross-border joint ventures and local representation agreements become more common in global industries like oil and gas, this decision offers an important roadmap: it tells corporate parents and acquirers what they may lawfully do in restructuring business relationships under Florida law, and it signals to local agents that their best protection remains the diligent negotiation and enforcement of robust contractual rights, rather than expansive tort claims against parent entities.

Notes:
1. Howard v. Murray, 184 So. 3d 1155, 1166 (Fla. 1st DCA 2015); Tamiami Trail Tours, Inc. v. Cotton, 463 So. 2d 1126 (Fla. 1985); Smith v. Ocean State Bank, 335 So. 2d 641 (Fla. 1st DCA 1976).
2. See Heavener, Ogier Servs., Inc. v. R.W. Fla. Region, Inc., 418 So. 2d 1074 (Fla. 5th DCA 1982); Nodar v. Galbreath, 462 So. 2d 803 (Fla. 1984); Hurchalla v. Lake Point Phase I, LLC, 278 So. 3d 58 (Fla. 4th DCA 2019).
3. Pincus v. American Traffic Solutions, Inc., 333 So. 3d 1095, 1097 (Fla. 2022); Fla. Power Corp. v. City of Winter Park, 887 So. 2d 1237, 1241 n.4 (Fla. 2004).

Case Details

Year: 2025
Court: Court of Appeals for the Eleventh Circuit

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