The Eleventh Circuit recently clarified that due process does not permit a court to exercise personal jurisdiction over a defendant where plaintiff’s unilateral conduct is the sole link to the forum. ECB USA, Inc. v. Savencia Cheese USA, LLC,143 F. 4th 1232 (11th Cir. 2025).
Schratter Foods Incorporated was a Delaware corporation headquartered in New Jersey. Five would-be sellers of the company—none a resident of Florida— identified potential buyers in France. These buyers retained a Miami-based attorney to represent them in negotiations.
According to the buyers, the sellers engaged in fraud to squeeze the cheese out of the sale. The sellers moved assets out of Schratter, broke company bylaws to make one of the sellers its CEO, and paid Schratter’s CFO to cook the company books. In the buyers’ view, the sellers “misrepresented the corporate governance structure and financial health of the company to induce an unknowing buyer to enter the sale.” Throughout negotiations, the sellers allegedly made inaccurate statements to the buyers and their Florida-based attorney, and the sellers gave the buyers and their attorney access to a virtual data room containing all Schratter’s due diligence documents.
The buyers and sellers finalized the sale terms in Paris, France. The stock purchase agreement provided that Florida law would govern any dispute and required any suit to be brought in Delaware state or federal court. The agreement also contemplated that the parties would close at the office of the buyers’ Florida-based attorney, but the parties closed the deal by virtual closure on December 31, 2014.
The buyers’ Florida-based attorney made escrow and payment arrangements from Florida, where the buyers’ moved Schratter shortly after the deal closed. With that move in process, Schratter “signed a distribution agreement with Savencia Cheese that gave away substantial pricing discounts” and made Schratter insolvent. The cheddar bred jealousy, and the buyers filed a complaint against the individual sellers and Savencia Cheese in federal court in Florida, alleging various counts of fraud, breach of fiduciary duty, and tortious interference with contract.
Savencia Cheese filed a motion to dismiss for failure to state a claim, and the sellers moved to dismiss for lack of personal jurisdiction. They submitted affidavits declaring that they never “resided, worked, owned, or leased property in Florida.” The district court granted both motions to dismiss, so the buyers appealed.
In an opinion written by Judge Brasher, the Eleventh Circuit affirmed both dismissals. As to personal jurisdiction, the court conducted the required two-part analysis: first considering whether “the exercise of personal jurisdiction falls under the state’s long-arm statute, and second, whether it comports with the Due Process Clause of the Fourteenth Amendment.”
The buyers argued that the district court had specific personal jurisdiction over the sellers because they committed torts against the buyers in Florida by granting the Florida-based attorney access to the due diligence documents there. The Eleventh Circuit assumed without deciding that Florida’s long-arm statute authorized the exercise of jurisdiction under this theory. It then determined the answer to the federal due process question was “a straightforward ‘no.’” The answer, in the court’s view was simple because the only contact to the forum came from the “buyers’ decision to hire Florida-based deal counsel,” which could be no basis for asserting that the “sellers purposefully availed themselves of Florida”—whether applying the “effects test” or the “minimum contacts test.” Because the complaint did not allege that the sellers aimed “their alleged tortious conduct at Florida,” and “because no party to the deal was a Florida resident or business,” “there was no good reason for the sellers to anticipate harm to anyone in Florida” and therefore no reason for the sellers to anticipate being haled into Florida court.
The presence of the buyers’ attorney in Florida “was a happenstance from the sellers’ perspective”—“an ‘attenuated’ connection to the forum state” unilaterally created by the buyers. The same was true for the virtual closing, which involved escrow and payment arrangements made by the buyers’ Florida-based attorney. None of these contacts was “consistent with traditional notions of fair play and substantial justice,” and none was sufficient, alone or combined, to confer personal jurisdiction over the sellers. The Eleventh Circuit expressly declined to adopt a rule that would provide “for personal jurisdiction based on the location of [a party’s] agent alone” because it would be both “unfair and unworkable.”
The buyers also claimed that the sellers’ alleged post-sale conspiracy to commit tortious acts with company employees in Florida subjected the sellers to personal jurisdiction in Florida federal court. The Eleventh Circuit rejected this argument as well, but with different reasoning. First, the court noted that the buyers’ co-conspirator theory of personal jurisdiction did not satisfy Florida’s long-arm statute because their allegations were not “clear, positive and specific” as to whether that conduct occurred in Florida. Second, exercising personal jurisdiction based on the buyers’ relocation of Schratter to Florida after closing would not comport with due process because that forum contact was created by the buyers, not the sellers. So, whether any harm was suffered in Florida after the sale was not relevant to the analysis; the court could “not rely solely on the effects of tortious conduct in a forum to establish jurisdiction.”
The Eleventh Circuit was then left only to consider the dismissal of the complaint against Savencia Cheese for failure to state a claim. On the various conspiracy claims, “the buyers’ complaint f[ell] short of that standard because it relie[d] on legal conclusions and” mere recitation of the elements. Additionally, the “claims against Savencia Cheese rest[ed] on conclusory and implausible facts.” The same was true for the aiding and abetting allegations against Savencia Cheese, as well as the tortious interference claim.
In all, the buyers’ complaint was deficient because it relied solely on the plaintiffs’ forum contacts, and it failed plausibly to allege the enumerated claims. More is needed to survive a motion to dismiss.