Powerful Response to the "Alleged Fraud case" Against Thomas Scott in Florida
AMANDA ELIZABETH BROWN, DRYER VENT SUPERHEROES OF NORTHEAST FLORIDA f/k/a DRYER VENT SUPERHEROES OF JACKSONVILLE, and JAAM JAX, LLC, PLAINTIFF,
VS.
DRYER VENT SUPERHEROES FRANCHISING, LLC, THOMAS SCOTT, LISA SLATE, & AARON SLATTERY DEFENDANTS.
CASE NO. 552025CA001054A000MX
PLAINTIFFS’ RESPONSE IN OPPOSITION TO DEFENDANTS’, DRYER VENT SUPERHEROES FRANCHISING, LLC, & THOMAS SCOTT,
MOTION TO DISMISS
COME NOW Plaintiffs, AMANDA ELIZABETH BROWN (“Brown”), DRYER VENT SUPERHEROES OF NORTHEAST FLORIDA f/k/a DRYER VENT SUPERHEROES OF JACKSONVILLE (“DVS Jax”), and JAAM JAX, LLC (“JAAM JAX”) (collectively, “Plaintiffs”), pursuant to Fla. R. Civ. P. 1.100(b) of the Florida Rules of Civil Procedure, and hereby respectfully move this Court to deny Defendants’ DRYER VENT SUPERHEROES FRANCHISING, LLC (“DVS Franchising”) and THOMAS SCOTT (“Scott”) Motion to Dismiss.
INTRODUCTION
Plaintiffs sued Defendants based on Defendants’ calculated and deceptive scheme which induced Plaintiff under false pretenses to sign a franchise agreement (“Franchise Agreement”) and invest more than $85,000 in a franchise opportunity. Representing themselves as experienced and trustworthy franchisors, Defendants concealed critical litigation history, misrepresented material terms of the Franchise Agreement, and failed to deliver on essential obligations including training, marketing, and operational support. When Plaintiff questioned these discrepancies and sought accountability, Defendants retaliated by abruptly terminating the Franchise Agreement—without justification or refund, and in direct violation of Florida and federal law. Defendants attempt to justify this termination because of the failure to sign an Automated Clearing House (“ACH”) agreement; however, as the Complaint and its attachments thereto make clear, the ACH agreement demanded was not the form Plaintiffs agreed to sign, and therefore Defendants’ actions were groundless and inappropriate. Compare Defendant’s Motion ¶ 11 with Complaint ¶¶ 58-60 and Exhibits D and E. Defendants continue to withhold all of Plaintiffs’ funds and inhibit Plaintiffs’ access to critical systems required to perform their services, preventing Plaintiffs from earning a livelihood.
Defendants DVS Franchising and Scott moved to dismiss Plaintiffs’ Complaint on multiple grounds, that: (1) Plaintiffs failed to submit this matter to alleged mandatory mediation or arbitration; (2) the Franchise Agreement purportedly requires disputes to be resolved in Tennessee; (3) this Court lacks personal jurisdiction over the Defendants; (4) the Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”) claim fails because it’s not a consumer transaction; (5) the Sale of Business Opportunities Act (“SBOA”) claims fail because franchises are exempt; and (6) claims against Scott individually are improper. As demonstrated below, each of these arguments fails, and Defendants’ Motion to Dismiss should be denied.
ARGUMENT
I. The Complaint is Sufficient to Withstand a Motion to Dismiss.
Plaintiffs respectfully oppose Defendants’ Motion to Dismiss, as the Complaint is legally sufficient under Florida law. The Motion to Dismiss fails to demonstrate that the Complaint does not state a cause of action upon which relief can be granted.
Under the applicable standard of review, the allegations in the Complaint must be accepted as true, and all reasonable inferences must be drawn in favor of Plaintiffs. As shown below, the Complaint satisfies the requirements of Fla. R. Civ. P. 1.110(b) and should not be dismissed.
A motion to dismiss under Fla. R. Civ. P. 1.140(b) tests the legal sufficiency of a complaint, not the merits of the case. The court must accept all well-pleaded allegations in the complaint as true and draw all reasonable inferences in favor of the plaintiff. See Apex Roofing & Restoration LLC v. United Servs. Auto. Ass’n, 399 So. 3d 354 (Fla. 1st DCA 2024); Travel Ins. Facilities, PLC v. Naples Cmty. Hosp., Inc., 330 So. 3d 108 (Fla. 2d DCA 2021). The court’s review is confined to the four corners of the complaint and any exhibits attached to it. See Berdick v. Costilla, 97 So. 3d 316 (Fla. 2d DCA 2012); Knight v. Merhige, 133 So. 3d 1140 (Fla. 4th DCA 2014). Florida follows a fact-pleading standard, requiring the complaint to allege sufficient ultimate facts to show that the pleader is entitled to relief. See Louie’s Oyster, Inc. v. Villaggio Di Las Olas, Inc., 915 So. 2d 220 (Fla. 4th DCA 2005). Conclusory statements are insufficient, but the complaint need not prove the case at this stage. The test is whether the plaintiffs could prove any set of facts in support of the claim that would entitle them to relief. See Estate of Rocks v. McLaughlin Eng’g Co., 49 So. 3d 823 (Fla. 4th DCA 2010); Louie’s Oyster, Inc. v. Villaggio Di Las Olas, Inc., 915 So. 2d 220 (Fla. 4th DCA 2005).
Plaintiffs’ Complaint alleges sufficient ultimate facts to state a cause of action. The Complaint sets forth specific factual allegations that, if proven, would entitle Plaintiffs to relief. For example, the Complaint alleges 93 specific, well-pled factual circumstances delineating wrongdoing by the Defendants. These allegations are not conclusory and are detailed enough to meet the fact-pleading standard under Florida law. See Fla. R. Civ. P. 1.110; Louie’s Oyster, Inc. v. Villaggio Di Las Olas, Inc., 915 So. 2d 220 (Fla. 4th DCA 2005). Defendants’ Motion improperly attempts to dispute the facts alleged in the complaint, which is not permissible at this stage. The purpose of a motion to dismiss is not to resolve factual disputes but to test the legal sufficiency of the complaint. See Berdick v. Costilla, 97 So. 3d 316 (Fla. 2d DCA 2012); Knight v. Merhige, 133 So. 3d 1140 (Fla. 4th DCA 2014).
Defendants’ Motion also improperly relies on matters outside the Complaint, which cannot be considered in ruling on a motion to dismiss. The allegations within the four corners of the Complaint, along with its attached exhibits, are sufficient to state a cause of action. The Complaint alleges facts that, when proven, establish each element of the claims asserted. Namely, this Court is the appropriate court to hear this matter as the arbitration provision was obtained through fraud and the elements of each claim are properly asserted with factual bases. Florida courts have held that a complaint is sufficient if it alleges facts that, if taken as true, would entitle the plaintiff to relief. See Estate of Rocks v. McLaughlin Eng’g Co., 49 So. 3d 823 (Fla. 4th DCA 2010); Louie’s Oyster, Inc. v. Villaggio Di Las Olas, Inc., 915 So. 2d 220 (Fla. 4th DCA 2005).
Plaintiffs respectfully request that the Court deny Defendants’ Motion to Dismiss. The Complaint is legally sufficient under Florida law, as it alleges ultimate facts that, when proven, entitle Plaintiffs to relief. Defendants’ arguments improperly seek to resolve factual disputes, which is not the purpose of a motion to dismiss. Accordingly, the Motion to Dismiss should be denied in its entirety.
II. The Arbitration Provision Is Unenforceable on Multiple Grounds.
While Defendants attempt to support their Motion by claiming the parties are required exclusively to submit to arbitration in Tennessee, Plaintiffs only agreed to the arbitration provision because of fraudulent information presented by Defendants while negotiating the agreement. Since Plaintiffs’ agreement to the provision was procured through fraud, it must be set aside. See Bombardier Capital Inc. v. Progressive Mktg. Group, Inc., 801 So. 2d 131, 135 (Fla. 4th DCA 2001) (noting that in order to void a forum selection clause for fraud, one must show that the clause itself is the product of fraud or that alternatively, the fraud complained of must relate to the inclusion of the clause in the contract.) To the extent there is a factual disagreement as to whether the fraud Plaintiffs allege exists, it is for the trial court to decide and not an arbitrator. Seifert v. U.S. Home Corp., 750 So. 2d 633 (Fla. 1999); Shotts v. OP Winter Haven, Inc., 86 So. 3d 456 (Fla. 2011) (holding that courts, not the arbitrator, decided whether arbitration provisions are enforceable); see also Buckeye Check Cashing, Inc. v. Cardegna, 546 U.S. 440 (2006) (“First, as a matter of substantive federal arbitration law, an arbitration provision is severable from the remainder of the contract. Second, unless the challenge is to the arbitration clause itself, the issue of the contracts validity is considered by the arbitrator in the first instance.”) (emphasis added).
Arbitration provisions are governed by the Federal Arbitration Act (“FAA”), but state contract defenses such as fraud, unconscionability, and public policy remain valid grounds to deny enforcement. See Doctor’s Assocs., Inc. v. Casarotto, 517 U.S. 681, 687 (1996). While Florida law generally favors the enforcement of arbitration provisions, such provisions are unenforceable when procured through fraud. See Fla. Stat. 682.02; 9 USCS § 2; see also Shotts v. OP Winter Haven, Inc., 86 So. 3d 456, 464 (Fla. 2011) citing Powertel, Inc. v. Bexley, 743 So. 2d 570, 574 (Fla. 1st DCA 1999):
Although the states may not impose special limitations on the use of arbitration clauses, the validity of an arbitration clause is nevertheless an issue of state contract law. Section 2 states that an arbitration clause can be invalidated on such grounds as exist “at law or in equity for the revocation of a contract.” Thus, an arbitration clause can be defeated by any defense existing under the state law of contracts. As the [United States Supreme] Court explained in [Doctor’s Associates, Inc. v. Casarotto, 517 U.S. 681, 687, 116 S. Ct. 1652, 134 L. Ed. 2d 902 (1996)], “generally applicable contract defenses, such as fraud, duress or unconscionability, may be applied to invalidate arbitration agreements without contravening [the Federal Arbitration Act].” (emphasis in original). Plaintiffs have specifically alleged that Defendants fraudulently procured the arbitration provision. See Complaint ¶¶ 44, 45, 46, 47, 48, 50, 52, 54, and 56; Medident Constr., Inc. v. Chappell, 632 So. 2d 194, 195 (Fla. 3d DCA 1994) (fraud and other grounds for avoidance or invalidation of a contract may be applied to invalidate an arbitration agreement); see also First Pac. Corp. v. Sociedade de Empreendimentos e Construcoes, Ltda., 566 So. 2d 3, 4 (Fla. 3d DCA 1990) (denying defendants’ motion to dismiss to enforce an arbitration clause because the clause was against public policy and was obtained by fraud). If the court determines that the attack centers on fraud in the inducement going to the arbitration clause, the aggrieved party may demand a jury trial as to that issue. 9 U.S.C. § 4. A genuine issue of fraud exists when evidence is produced that substantiates the claim that the agreement to arbitrate was invalid due to fraud.
Interbras Cayman Co. v. Orient Victory Shipping Co. S.A., 663 F.2d 4 (2d Cir. 1981). Defendants’ concealment of relevant, material litigation history and misrepresentation of material terms regarding the dispute resolution process are genuine, fraudulent actions that invalidate the arbitration provision. See Friedman v. Am. Guardian Warranty Servs., 837 So. 2d 1165 (Fla. 4th DCA 2003) (withholding information when the party has a duty to disclose that information is fraud); Alexander/Davis Properties, Inc. v. Graham, 397 So.2d 699 (Fla. 4th DCA 1981) (“As a matter of law, fraud in the inducement exists when a false statement is made as to a material fact, the maker knew or should have known of the statement’s falsity, the maker intends that another rely upon the statement, and another relies and is thereby injured.”).
Plaintiffs’ Complaint alleges that Scott and DVS Franchising made false statements and omissions about their litigation history, including failing to disclose at least nine lawsuits to which they were parties. Friedman v. Am. Guardian Warranty Servs., 837 So. 2d 1165 (Fla. 4th DCA 2003) (withholding information when the party has a duty to disclose that information is fraud). Plaintiffs specifically allege that “Scott and DVS Franchising intentionally concealed the litigation history to induce Brown to agree to the arbitration provision.” Complaint ¶ 54. This allegation directly relates to the formation of the arbitration provision itself, not merely the Franchise Agreement as a whole.
Plaintiffs’ allegations, when proven, render the arbitration provision unenforceable under Florida law. Since it is the court’s job and not the arbitrator’s job to determine the enforceability or validity of the arbitration provision, this matter is properly before this Court and Defendants’ Motion should be denied.
III. The Tennessee Venue Provision is Unenforceable due to Fraud.
Under Florida law, a forum selection clause is invalid if it is the product of fraud that specifically relates to the clause itself. SAI Ins. Agency, Inc. v. Applied Sys., 858 So. 2d 401 (Fla. 1st DCA 2003). As Plaintiffs sufficiently allege in their Complaint, the venue clause, contained within the fraudulently obtained arbitration provision in the Franchise Agreement, Section 20: Dispute Resolution, was obtained through fraud and should be stricken. Plaintiffs allege that Defendants misrepresented material terms and concealed critical litigation history, which influenced Plaintiffs decision to enter into the dispute resolution agreement, including the venue selection clause. But for Defendants’ material misrepresentations, Plaintiffs would not have agreed to the provisions of Section 20.
Plaintiffs would not have agreed to arbitrate disputes in Defendants’ home state of Tennessee had they been fully informed of Defendants’ propensity for litigious conflicts. Complaint ¶ 52. Defendants’ inability to be truthful in the specific circumstances of inducing Plaintiffs to agree to the dispute resolution provision are a distinct part of Defendants’ overall scheme to defraud Plaintiffs.
In First Pac. Corp. v. Sociedade de Empreendimentos e Construcoes, Ltda., the Third DCA denied the defendants’ motion to dismiss to enforce an arbitration clause because it was against public policy and was obtained by fraud. 566 So. 2d 3, 4 (Fla. 3d DCA 1990). Plaintiffs’ allegations of fraud as part of Defendants’ intentional scheme to hide relevant information related to dispute resolution directly undermine the enforceability of the venue selection clause. See Holder v. Burger King Corp 576 So. 2d 973 (Fla. 2d DCA 1991) (denial of the motion to dismiss in First Pac. Corp was appropriate because plaintiff had specifically alleged that “including the forum selection clause in the agreement was part of [defendant’s] scheme to defraud it.”); Bombardier Capital, Inc. v. Progressive Mktg. Group, Inc., 801 So. 2d 131 (Fla. 4th DCA 2001) (same). Plaintiffs were induced to agree to the venue clause under misrepresentations regarding the effect of the clause, constituting fraud in the inducement of Section 20.
Further, the venue selection clause contravenes Florida public policy. Florida courts generally enforce venue selection clauses unless they contravene public policy. Fla. First Fin. Servs. v. Edwards, 350 So. 3d 820. Plaintiffs argue that enforcing the venue selection clause would undermine the purpose and effectiveness of FDUTPA, Fla. Stat. Chapter 501, Part II, and SBOA, Fla. Stat. § 559.801 et. seq., as the claims involve statutory violations and harm to Florida residents. Courts have refused to enforce forum selection clauses when doing so would seriously undermine the purpose and effectiveness of Florida law. First Pac. Corp. v. Sociedade de Empreendimentos e Construcoes, Ltda., 566 So. 2d 3, 4 (Fla. 3d DCA 1990) (statutes designed to protect a civil remedy by those victimized by its violation need to be able to seek relief under Florida law from a Florida court.); see also The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (Although forum-selection clauses are ordinarily enforced by the courts, “[a] choice-of-forum clause should be held unenforceable if enforcement would contravene a strong public policy of the forum in which suit is brought.”). Enforcing the venue selection clause in this case would contravene Florida public policy.
A venue selection clause is unenforceable if it is unjust, unconscionable, or unreasonable. Florida requires both procedural and substantive unconscionability. See Powertel, Inc. v. Bexley, 743 So. 2d 570, 574 (Fla. 1st DCA 1999). Contracts of adhesion, presented on a take-it-or-leave-it basis, can meet the standard for procedural unconscionability. See Basulto v. Hialeah Auto., 141 So. 3d 1145, 1157 (Fla. 2014). The Franchise Agreement presented to Plaintiffs was just such a contract, as Plaintiffs were prohibited from negotiating any terms in the Franchise Agreement, including the venue selection clause, and had no choice but to accept all or none of its terms. Clauses that impose excessive costs or deny meaningful access to justice can meet the standard for substantive unconscionability. Fonte v. AT&T Wireless Servs., Inc., 903 So. 2d 1019, 1024 (Fla. 4th DCA 2005) (cost-shifting made arbitration substantively unconscionable). Forcing a Florida resident to arbitrate in a foreign state imposes prohibitive travel and cost burdens, depriving Plaintiffs of effective relief. See Shotts v. OP Winter Haven, Inc., 86 So. 3d 456, 474 (Fla. 2011).
Plaintiffs allege the venue selection clause imposes an undue burden by requiring them to arbitrate in Tennessee, despite the substantial performance of the contract occurring in Florida and the harm being suffered in Florida. This burden was not something Plaintiffs contemplated in the making of the agreement because they believed, based on the Defendants’ lies, that disputes were rare and would be handled efficiently and economically. Additionally, the majority of the witnesses, records, equipment, customers, and events are set in Florida, and requiring arbitration in Tennessee would impose severe burdens inconsistent with fairness and deny Plaintiffs meaningful access to justice. Florida courts decline to enforce out-of-state forum clauses when doing so would effectively deprive a party of their day in court. See Manrique v. Fabbri, 493 So. 2d 437, 440 (Fla. 1986). The venue clause, based on fraud, contravenes Florida public policy and effectively deprives Plaintiffs of a meaningful opportunity to seek redress in their home state, making its enforcement unjust, unconscionable, and unreasonable under the circumstances.
IV. This Court is the Proper Venue for This Cause of Action.
This Court is the appropriate venue for this dispute to be heard. Florida law provides that a cause of action for breach of contract accrues where the breach occurred, and venue is proper in the county where the contract was to be performed. Schultz Builders & Pools, Inc. v. Icon Welding & Fabrication, LLC, 370 So. 3d 355 (Fla. 2d DCA 2023). Plaintiffs allege that the substantial performance of the Franchise Agreement was to occur in Florida, including the operation of the franchise and the provision of services to Florida customers. Defendants specifically intended that the services would cover this service area and priced the franchise based on that service area. Defendants’ solicitation of Plaintiffs from Florida, Defendants’ failure to provide required training, marketing, and operational support, as well as Defendants’ unilateral termination of the Franchise Agreement for a Florida franchise, caused harm to Plaintiffs in Florida. Florida’s long-arm statute further supports jurisdiction in Florida. The statute provides jurisdiction over defendants who breach contracts in Florida by failing to perform acts required by the contract to be performed in Florida. Fla. Stat. § 48.193.
Plaintiffs allege that Defendants’ actions, including the termination of the Franchise Agreement, were intended to prevent Plaintiffs from operating in Florida and caused financial harm to Plaintiffs in Florida. These allegations establish a substantial connection between the dispute and Florida, making Florida the proper venue under Florida law.
V. This Court Has Personal Jurisdiction Over Defendants and Claims Against Scott, Individually, Are Proper.
Defendants’ argument that this Court lacks personal jurisdiction is without merit. Florida’s long-arm statute provides that a non-resident submits to the jurisdiction of Florida courts by “[o]perating, conducting, engaging in, or carrying on a business or business venture in this state or having an office or agency in this state” or by “[c]ommitting a tortious act within this state.” Fla. Stat. § 48.193. The Complaint alleges that Defendants sold a franchise to Brown, a Florida resident, to operate in Florida. Defendants were supposed to provide training, marketing, and ongoing support for a Florida-based business. Defendants collected royalties, technology fees, and marketing fees from Plaintiffs’ Florida-based operations. These activities constitute “operating, conducting, engaging in, or carrying on a business” in Florida. Defendants specifically benefited from the operation of a business in Florida and purposefully availed themselves of this benefit in offering the franchise.
The Complaint alleges that Defendants specifically controlled exactly how the Plaintiffs ran the business, conducted their marketing, and obtained their loan, among others. These are all activities of intentionally engaging in business in Florida, in St. Johns County, not Palm Beach County as claimed by Defendants. Moreover, the Complaint alleges that Defendants committed tortious acts in Florida, including fraudulent inducement, fraudulent misrepresentations, and violations of Florida statutes.
The Complaint sufficiently pleads facts that, when taken as true, submit DVS Franchising and Scott, individually, to personal jurisdiction in Florida. Despite Defendants’ arguments that Scott engaged in acts only in his corporate capacity, the well-pled allegations of the Complaint dispute this. See ¶ 24 (Scott directed Brown to pursue a Small Business Administration loan exclusively through Scott’s personal associate in Florida); ¶27 (Scott told Plaintiffs they could work only through Aaron Slattery); ¶32 (Slattery and Scott worked together in their scheme against Plaintiffs); ¶48 (Scott personally assured Brown there was no serious litigation history); and ¶57 (Scott emailed the Plaintiffs denying ongoing litigation).
This conduct includes personal actions by Scott that are not on behalf of DVS Franchising, or if they are on behalf of DVS Franchising, they are outside the scope of employment. No reasonable business entity would consider spreading falsehoods about the business to be within an employee’s job responsibilities. Further, Scott directly participated in the fraud because he had personal knowledge of the ongoing litigation as he was individually named in such litigation, and he affirmatively misrepresented this to the Plaintiffs, violating Fla. Stat. 817.416(2), and submitting himself to jurisdiction of this Court.
No reasonable business entity would direct its corporate agents to intentionally violate federal franchise laws involving litigation disclosures. Under Florida law, a corporate officer may be held personally liable for tortious conduct, even if that conduct was undertaken in a corporate capacity, if the officer “was actively negligent.”
The Complaint alleges that Scott personally made misrepresentations to Plaintiffs, personally concealed material information, and personally participated in the fraudulent scheme, all actions that at a minimum could be seen as active negligence. See KC Leisure, Inc. v. Haber, 972 So. 2d 1069 (Fla 5th DCA 2008) (allegations that a principal or shareholder participated in the preparation of misleading documents is sufficient to state a claim against that individual). Thus, the Complaint’s allegations are sufficient to establish personal jurisdiction under Florida’s long-arm statute against both DVS Franchising and Scott individually.
VI. Plaintiffs’ Florida Deceptive and Unfair Trade Practice Act Claim Is Properly Pled.
Defendants argue that Plaintiffs’ FDUTPA claim fails because a franchise purchase is not a consumer transaction. Defendants misunderstand the scope of FDUTPA. FDUTPA protects not only consumers but also businesses from unfair and deceptive trade practices. The Complaint alleges that Defendants engaged in deceptive and unfair trade practices by misrepresenting material facts about the franchise opportunity, concealing litigation history, and failing to deliver promised services. These allegations state a valid claim under FDUTPA regardless of whether the transaction is characterized as a consumer transaction or a business-to-business transaction. In KC Leisure, Inc. v. Haber, the court reversed the dismissal of a complaint under FDUTPA involving a franchise transaction. 972 So. 2d 1069 (Fla 5th DCA 2008). Almost identical to the matter sub judice, the Haber plaintiff alleged that the franchisor violated the Federal Trade Commission’s Franchise Rule by failing to provide required disclosure documents and by presenting misleading financial projections. Haber, supra. The court found that these allegations satisfied the elements necessary to state a cause of action under FDUTPA, which include a deceptive act or unfair practice, causation, and actual damages. Haber, supra at 1069; see also Capital Factors, Inc. v. Alba Rent-A-Car, Inc., 965 So. 2d 1178 (Fla. 4th DCA 2007) (affirming collection on an arbitration award against a franchisor for breach of FDUPTA in the amount of $750,000).
Since Plaintiffs have alleged a violation of FDUPTA, including improperly completing or failing to complete forms required by the Federal Trade Commission (“FTC”) and Florida law, Defendants’ Motion to Dismiss should be denied.
VII. Plaintiffs’ Sale of Business Opportunities Act Claims Are Valid.
Defendants argue that Plaintiffs’ claims under the SBOA fail because franchises are exempt. However, this exemption applies only when the franchisor complies with the FTC Franchise Rule and applicable state franchise laws. The Complaint specifically alleges that “DVS Franchising has not filed written notice with the Florida Department of Corporations stating that DVS Franchising has substantially complied with the Federal Trade Commission” and “DVS Franchising has not paid the annual fee, for the year preceding the purported sale of DVS Jax, to the Florida Department of Corporations as required for substantial compliance with the Federal Trade Commission.” Further, the Franchise Disclosure Document (“FDD”) filed by Defendants is inapplicable because it does not contain all the information required by the FTC. These allegations, when taken as true, disqualify Defendants from claiming the franchise exemption under SBOA and render these claims actionable against Defendants. Since Plaintiffs have sufficiently alleged a violation of SBOA, Defendants’ Motion to Dismiss should be denied.
CONCLUSION
For the foregoing reasons, Defendants’ Motion to Dismiss should be denied in its entirety. The Complaint properly alleges claims within this Court’s jurisdiction, and Plaintiffs are entitled to proceed with their case in this forum.
WHEREFORE, Plaintiffs respectfully request that this Court enter an Order:
1. Denying Defendants’ Motion to Dismiss in its entirety;
2. Allowing this case to proceed in this Court; and
3. Granting such other and further relief as this Court deems just and proper.
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served by electronic service upon all counsel of record through the Florida Courts E-Filing Portal on this 27th day of August 2025.
Respectfully submitted,
BLACK LAW P.A.
Attorneys for Plaintiffs
1401 East Broward Boulevard
Victoria Park Centre, Suite 304
Fort Lauderdale, Florida 33301
Telephone: (954) 320-6220
By: /s/ Patrick Wier
KELSEY K. BLACK, ESQ.
Florida Bar No. 0078925
kb@blacklawpa.com
PATRICK WIER, ESQ.
Florida Bar No. 1029540
pw@blacklawpa.com
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