Westgate Resorts, Ltd. v. Castle Law Group, P.C.

          ORDER

          GREGORY A. PRESNELL, DISRTRICT JUDGE.

         This matter comes before the Court on two motions to dismiss: the first (Doc. 66) filed by Defendants Castle Law Group, P.C. (henceforth, “Castle Law”) and Judson Phillips (“Phillips”), and the other (Doc. 67) filed by Defendant Sean Austin (“Austin”). In resolving these motions, the Court has also considered the response in opposition (Doc. 74) filed by the Plaintiffs.

         I. Background

         According to the allegations of the Second Amended Complaint (Doc. 65), which are accepted in pertinent part as true for purposes of resolving the instant motion, the Plaintiffs are a group of 11 timeshare developers (the “Westgate Developers”) and 15 timeshare owners' associations (the “Associations”). Each Plaintiff has “Westgate” as part of its name. Anyone who purchases a timeshare interest from one of the Westgate Developers (henceforth, “Westgate Owners”) signs a contract agreeing to pay maintenance fees and property taxes to one of the Associations; some Westgate Owners also obtain financing from a Westgate Developer, in which case the Westgate Developer holds a promissory note. (Doc. 65 at 15-16).

         Defendant Castle Venture Group, LLC (“Castle Venture”) funds Defendant Castle Marketing Group, LLC (“Castle Marketing”). (Doc. 65 at 18). Along with Defendant Resort Relief, LLC (“Resort Relief”), Castle Marketing solicits timeshare owners, including Westgate Owners, who wish to get out of their contracts. (Doc. 65 at 18-19). Such owners are directed to retain Defendant Castle Law.^[1] (Doc. 65 at 19). As one step in the process of getting out of their contracts, Westgate Owners who retain Castle Law are encouraged to stop paying maintenance fees and taxes and to stop making payments on any promissory note. (Doc. 65 at 24-25).

         The instant case was filed on June 12, 2017. (Doc. 1). On August 7, 2017, the Plaintiffs filed their Second Amended Complaint (Doc. 65), which consists of six counts: tortious interference with existing contracts (Count I); tortious interference with advantageous business relationships (Count II); civil conspiracy (Count III); violation of Section 721.121, Florida Statutes (Count IV); violation of Florida's Deceptive and Unfair Trade Practices Act, Fla. Stat. § 501.201 et seq. (“FDUTPA”) (Count V); and temporary and permanent injunctive relief (Count VI). The statutory claim in Count IV is asserted against Resort Relief, Hansen and Austin. The remaining counts are asserted against all of the Defendants.

         By way of the instant motions, Austin seeks dismissal of all six counts, while Castle Law and Phillips seek dismissal of the five counts asserted against them. Because the argument s raised in both motions are, for the most part, identical, they will be addressed together.

         II. Legal Standards

         Federal Rule of Civil Procedure 8(a)(2) requires “a short and plain statement of the claim showing that the pleader is entitled to relief” so as to give the defendant fair notice of what the claim is and the grounds upon which it rests, Conley v. Gibson, 355 U.S. 41, 47, 78 S.Ct. 99, 103, 2 L.Ed.2d 80 (1957), overruled on other grounds, Bell Atlantic Corp. v. Twombly, 550 U.S. 544, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A Rule 12(b)(6) motion to dismiss for failure to state a claim merely tests the sufficiency of the complaint; it does not decide the merits of the case. Milburn v. United States, 734 F.2d 762, 765 (11th Cir.1984). In ruling on a motion to dismiss, the Court must accept the factual allegations as true and construe the complaint in the light most favorable to the plaintiff. SEC v. ESM Group, Inc., 835 F.2d 270, 272 (11th Cir.1988). The Court must also limit its consideration to the pleadings and any exhibits attached thereto. Fed.R.Civ.P. 10(c); see also GSW, Inc. v. Long County, Ga., 999 F.2d 1508, 1510 (11th Cir. 1993).

         The plaintiff must provide enough factual allegations to raise a right to relief above the speculative level, Twombly, 550 U.S. at 555, 127 S.Ct. at 1966, and to indicate the presence of the required elements, Watts v. Fla. Int'l Univ., 495 F.3d 1289, 1302 (11th Cir. 2007). Conclusory allegations, unwarranted factual deductions or legal conclusions masquerading as facts will not prevent dismissal. Davila v. Delta Air Lines, Inc., 326 F.3d 1183, 1185 (11th Cir. 2003).

         In Ashcroft v. Iqbal, 556 U.S. 662, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009), the Supreme Court explained that a complaint need not contain detailed factual allegations, “but it demands more than an unadorned, the-defendant-unlawfully-harmed-me accusation. A pleading that offers labels and conclusions or a formulaic recitation of the elements of a cause of action will not do. Nor does a complaint suffice if it tenders naked assertions devoid of further factual enhancement.” Id. at 1949 (internal citations and quotations omitted). “[W]here the well-pleaded facts do not permit the court to infer more than the mere possibility of misconduct, the complaint has alleged -but it has not ‘show[n]' - ‘that the plaintiff is entitled to relief.'” Id. at 1950 (quoting Fed.R.Civ.P. 8(a)(2)).

         III. Analysis

         A. Count I - tortious interference with contract

         In the first count, the Plaintiffs allege that the Defendants tortiously interfered with the contracts between the Plaintiffs and the Westgate Owners. Under Florida law, the tort of contractual interference occurs when: (1) a contract exists; (2) a third party has knowledge of the contract; (3) the third party intentionally interferes with a party's rights under the contract; (4) there is no justification or privilege for the interference; and (5) there are damages. Mariscotti v. Merco Group At Akoya, Inc., 917 So.2d 890, 892 (Fla. 3d DCA 2005).

         Castle Law, Phillips, and Austin (collectively, the “Movants”) do not challenge the existence of the first, fourth, and fifth elements here. Instead, they seek dismissal of Count I on the grounds that, as agents of the Westgate Owners, they were not third parties to any contracts between the Westgate Owners and the Plaintiffs and therefore could not be liable for tortious interference. Generally speaking, one cannot tortiously interfere with a contract to which it is a party. Ethyl Corp. v. Balter, 386 So.2d 1220, 1224 (Fla. 3d DCA 1980). Consequently, an agent generally cannot be held liable for tortiously ...