Daniels v. Crotty et al

1
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
Case No. 25-20137-CIV-GAYLES/TORRES
PAUL DANIELS,
Plaintiff,
v.
MARTIN CROTTY, HARRISON MACRIS,
BRADLEY WERNTZ, PRINCETON
CARBON WORKS INC., a Florida
Corporation, and PRINCETON
CARBONWORKS, INC., a Delaware
Corporation,
Defendants.
___________________________________________/
REPORT AND RECOMMENDATION ON DEFENDANTS’
MOTION TO DISMISS AMENDED COMPLAINT
This matter is before the Court on Defendants’, Martin Crotty; Harrison
Macris; Bradley Werntz; Princeton Carbon Works, Inc. (“PCW-FL”); and Princeton
CarbonWorks, Inc. (“PCW-DE”), motion to dismiss Plaintiff Paul Daniels’ Amended
Complaint. 	[D.E. 122]. 	Plaintiff timely filed his response in opposition [D.E. 140],
and Defendants timely replied [D.E. 147]. Therefore, Defendants’ motion is now ripe
for disposition. 	After careful review of the Motion, Response, Reply, relevant
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authority, and for the reasons discussed below, Defendants’ motion to dismiss should
be GRANTED.1
I. 	BACKGROUND
Princeton Carbon Works Inc. was incorporated in the State of Florida on March
13, 2015. [D.E. 123-1 at 1]. Defendant Crotty is the Founder of PCW-FL, an entity
that his father-in-law, an attorney in the State of Florida, incorporated “without
charging legal fees.” Id. at 2. PCW-FL “develop[ed] and market[ed] high-performance
bicycle wheels for both triathlon and time trial bikes used in the cycling sport.” [D.E.
110 at 3]. 	Nine years later, on June 21, 2024, PCW-FL was merged into a new
corporate 	entity, 	PCW-DE, 	a 	company 	that 	was 	incorporated 	in 	the 	State 	of
Delaware. [D.E. 123-2 at 2] (certificate from Secretary of State of Florida certifying
that PCW-FL was merged into PCW-DE).
But, by all accounts (including Plaintiff’s), before its merger into a Delaware
entity then-PCW-FL did not perform any basic business functions from the State of
Florida:
Q: And have you been to Florida on the Princeton CarbonWorks
business?
A: I can’t recollect.
Q: Did Princeton CarbonWorks have an office or facility in Florida while
you were there?
A: Well, we had our lawyer there, and we were incorporated in the state.
I don’t know if Bob Hunt having his office here counted as an office of
ours, but we didn’t have a brick-and-mortar.
Q: Mr. Hunt is Marty Crotty’s father-in-law, right?
A: Yes, and a PCW lawyer for, I think, for the entire duration that I was
at PCW.
1 On September 8, 2025, the Honorable Darrin P. Gayles referred this matter to the
undersigned for disposition on a pretrial, non-dispositive matters and a report and
recommendation on dispositive matters. [D.E. 142].
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Q: And where were you working from in 2017, 18, and 19?
A: Pennsylvania.
Q: Where was Princeton CarbonWorks’ principal place of business since
you started there?
[Objection to form. A:] My basement and Marty’s address for billing and
correspondence, and I believe it’s [Herrontown] Road[, Princeton, NJ].
Q: How many meetings did you attend in Florida on behalf of Princeton
Carbonworks?
A: I can’t recall.
Q: More than five?
A: I don’t believe so. I don’t recall ever, but, yeah.
Q: So, you’re not sure if you ever had a meeting in Florida over Princeton
CarbonWorks’ business?
A: That’s correct. I never visited Bob Hunt or something like that.
Q: How many board of director meetings for Princeton CarbonWorks
were conducted in Florida?
A: None that I’m aware of.
[D.E. 124-1 at 142:21–144:11]; [D.E. 123-1 at 2] (“PCW-FL never operated from an
office in Florida.”).
It is also undisputed that its principal place of business (“PPB”) changed twice:
once in 2017 to Princeton, New Jersey, and again in 2018, to Mystic, Connecticut.
[D.E. 123-1 at 2]; [D.E. 123-2 at 6 (reflecting PPB of Princeton, NJ in 2016), 7
(reflecting PPB of Mystic, CT in 2017)]. PCW-FL’s alleged ties to the State of Florida,
outside of its incorporation, include records held by Defendant Crotty’s attorney
father-in-law, and Defendant Crotty’s riding of bicycles in Florida to “[r]eal-world
test[]” the wheels being manufactured. [D.E. 124-1 at 141:6–142:23, 144:12–146:10].
Additionally, PCW-FL did sell to individuals in Florida and generally “promoted its
bicycle wheels through social media, such as Instagram, and word of mouth through
the 	cycling 	community,” 	but 	“did 	not 	directly 	market 	into 	Florida, 	purchase
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advertising in Florida, or engage in promotion activities directed into Florida.” [D.E.
123-1 at 6].
While PCW-FL was operating, Defendant Crotty brought others into the PCW-
FL fold. Specifically Defendant Macris became the CEO and Board Member of PCW-
FL, who is now the current President of PCW-DE. 	Defendant Werntz joined the
Board of PCW-FL, and later became a Director of PCW-DE. [D.E. 123-4 at 1]; [D.E.
123-7 at 1]. 	Defendant Crotty consulted Plaintiff for his opinion as to a prototype
wheel in 2014, which segued, by way of a few more consulting-type contacts in early
2017, into Plaintiff working for PCW-FL as the Director of Business Development by
Spring 2017. [D.E. 110 at 5-8].
Plaintiff Daniels was also brought onto the PCW-FL team, albeit later, in 2017.
[D.E. 110 at 6]. 	Plaintiff’s employment at PCW-FL lasted from April 2017 until April
2019. 	Id. at 8, 11. 	He was the only salaried employee, earning $32,500 annually.
[D.E. 124-1 at 39]. 	Also during that time and in recognition for his work, Plaintiff
was issued “185 certified shares of [PCW-FL’s] common stock,” pursuant to a
Memorandum of Agreement (“MOA”), on May 10, 2018:
Harrison, Brad and Martin have determined that in recognition of
Paul’s past services and to induce Paul to continue his association with
the 	Company 	it 	is 	in 	the 	best 	interest 	of 	the 	Company 	and 	its
shareholders that Paul, without additional consideration, at this time
receive and be issued an 18.5% equity interest in the Company while
maintaining Rowing Ventures’ 10% equity interest. . . . The Company
shall promptly issue to Paul 185 certificated shares of its common stock.
Paul represents and agrees that the issuance of 185 shares of the
Company’s common stock to him completes, satisfies and complies with
his 	prior 	and 	contemporaneous 	oral 	discussions, 	representations,
negotiations, arrangements and agreements with the other Parties with
regard to Paul acquiring an equity interest in the Company and that all
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such 	prior 	and 	contemporaneous 	discussions, 	representations,
negotiations, 	arrangements 	and 	agreements 	are 	merged 	into 	this
Agreement.
[D.E. 110-1 at 1–2]. In so doing, the named individual Defendants relinquished some
of their respective shares in PCW-FL to make the 185 shares for Plaintiff, out of the
then sub-total of 1,000 issued shares. Id. at 2. Notably, however, 10,000 authorized
shares of stock for PCW-FL were issued as a whole at the time of incorporation. [D.E.
123-1 at 2].
The PCW-FL team peacefully coexisted until March 2019, when Plaintiff
resigned from the company, effective the following month. [D.E. 110 at 11]. Plaintiff
alleges that this was because “[t]he bridge loan that [he] provided to the company
[the prior] year had come due, and his three other business ‘partners’ refused to pay
back the loan unless [Plaintiff] surrendered [his] equity he had received in exchange
for the work he performed for [PCW-FL].” Id.
The events giving rise to this lawsuit largely stem from what Plaintiff alleges
occurred after he resigned from PCW-FL—namely as to the “Stock Bonus Plan” that
was adopted “[w]ithin months of Mr. Daniels’ departure.” 	[D.E. 140 at 4]. 	Plaintiff
alleges that the Stock Bonus Plan was part of the individual Defendants’ plan to
“dilute Mr. Daniels’ ownership and give it to themselves.” 	[D.E. 110 at 11]. 	More
specifically, the Stock Bonus Plan “established a bonus share reserve of 2,000 shares
from the 9,000 unissued shares” in October 2019, upon approval from the individual
Defendants, acting as the Board of Directors of PCW-FL. [D.E. 123-4 at 3].
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The effect, Plaintiff alleges, is that his ownership share was wrongfully diluted.
[D.E. 140 at 17]. But Plaintiff also alleges, conversely, that Defendants did not ever
actually ratify (and, thus, properly report) the Stock Bonus Plan, citing U.S.
Corporation Tax Returns from 2020 through August 2024 (i.e., after the PCW-
FL/PCW-DE merger), that reflect the pre-Stock Bonus Plan ownership percentages.
[D.E. 110 at 12] (“Princeton Carbon Works’ filings with the federal government do
not report issuance of stock under a ‘Stock Bonus Plan.’”). 	Relatedly, Plaintiff also
alleges that documents involved in the ratification were backdated, such that “the
allowed time for acceptance of the Bonus Shares” was exceeded—thus, making the
sale ineffective. Id.
In any event, Plaintiff’s alleged injury, then, accrued by way of the June 21,
2024, merger between PCW-FL and PCW-DE. 	This merger included a provision on
minority shares that was apparently intended to encompass Plaintiff had the Stock
Bonus Plan taken effect, which, per Plaintiff, would have reduced his 185-share
ownership percentage to 6.72% of then-PCW-FL [D.E. 110 at 12]):
Section 2.4. 	Minority Shares. 	Notwithstanding anything in this
Agreement to the contrary, shares of Subsidiary’s common stock that
represent less than 10% of Subsidiary’s issued and outstanding common
stock immediately prior to the Effective Time held by a shareholder of
Subsidiary (each, a “Minority Share” and collectively, the “Minority
Shares”) shall be cancelled in exchange for a payment in cash, check, or
by wire to an account specified by the affected shareholder, in an amount
equal to the Subsidiary’s estimated Fair Value (as such term is defined
in Section 607.1301(5) of the FBCA) of $935.14 per Minority Share as of
the Effective Time.
[D.E. 71-10] (emphasis in original).
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Plaintiff was sent a “Notice to Certain Shareholders Pursuant to Section
607.0704 of the Florida Business Corporation Act” on the date of the merger, which
informed him of the same and his ability to challenge it:
Please take note that, under the FBCA, a shareholder who dissents from
the proposed adoption of the Agreement and Plan of Merger, pursuant
to which, among other things, the Corporation will merge with and into
PCW Holdco, Inc., a Delaware corporation, ahs the right to be paid the
fair 	value 	of 	the 	shareholder’s 	shares 	upon 	compliance 	with 	the
provisions 	of 	Sections 	607.1301 	through 	607.1340 	of 	the 	FBCA
regarding the rights of dissenting shareholders.
Id.
Though Plaintiff apparently does not disagree that PCW-FL followed the letter
of the law as to what was required for the merger, he believes the information was
insufficient for him to form a proper valuation of his shares.2 	This disagreement
between the parties as to the ultimate value of Plaintiff’s shares boiled over into
litigation here in the State of Florida as well as the Delaware Court of Chancery.
This Delaware action was filed as a declaratory judgment action against the named
Plaintiff here, and he removed the action to federal court in the District of Delaware,
where it was dismissed for want of personal jurisdiction over Mr. Daniels.
2 [D.E. 124 at 225:13–226:3 (“Q: Florida statutes, you accept the premise of my
question, Florida statutes identify what information you are to be provided in
connection with the merger. Do you have any reason to believe you were not provided
the information that the Florida statutes require? 	[Objection to form. 	A:] I don’t
argue that the documents that were included were what the Florida statue requires
to be included. 	This is, I’m not a lawyer, but this is an estimated fair value for my
share. I’m simply just stating that for me to come up with a fair value for my shares,
I need the information that I requested, not that which was provided for the Florida
statute.”]
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In this, for related but distinct reasons, we come to a similar conclusion
regarding this Court’s lack of personal jurisdiction over these named Defendants.
Notwithstanding Plaintiff’s efforts to tie them to this jurisdiction and for these claims,
neither Florida’s long arm statute nor constitutional due process grant this Court
power to adjudicate these claims against them. We thus recommend that the pending
motion to dismiss be granted on jurisdictional grounds.
II. 	ANALYSIS
Because it bears heavily on this Court’s ability to hear this case and because
the 	District 	of 	Delaware 	has 	already 	dismissed 	a 	similar 	action 	brought 	by
Defendants (minus PCW-FL) against Plaintiff for want of personal jurisdiction, we
too begin with whether we, in the Southern District of Florida, have personal
jurisdiction over these Defendants.
“On a Rule 12(b)(2) motion to dismiss for lack of personal jurisdiction, the
Court accepts as true all allegations in the complaint to determine whether the
plaintiff 	has 	met 	his 	burden 	of 	establishing 	a 	prima 	facie 	case 	of 	personal
jurisdiction.” 	Leon v. Cont’l AG, 301 F. Supp. 3d 1203, 1212 (S.D. Fla. 2017) (citing
Stubbs v. Wyndham Nassau Resort & Crystal Palace Casino, 447 F.3d 1357, 1360
(11th Cir. 2006)). 	“We consider two questions in resolving personal jurisdiction: (1)
whether personal jurisdiction exists over the nonresident defendant[] under Florida’s
long-arm statute, and (2) if so, whether that exercise of jurisdiction would violate the
Due Process Clause of the Fourteenth Amendment to the U.S. Constitution.” Louis
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Vuitton Malletier, S.A., 736 F.3d at 1350 (citing Mut. Serv. Ins. Co. v. Frit Indus., Inc.,
358 F.3d 1312, 1319 (11th Cir. 2004)).
“When a defendant challenges personal jurisdiction ‘by submitting affidavit
evidence in support of its position, the burden traditionally shifts back to the plaintiff
to produce evidence supporting jurisdiction.’” 	Id. (citing Madara v. Hall, 916 F.2d
1510, 1514 (11th Cir. 1990)). 	“The burden, however, does not shift back to the
plaintiff when ‘the defendant’s affidavits contain only conclusory assertions that the
defendant is not subject to jurisdiction.’” Id. (citing Stubbs, 447 F.3d at 1360). “[T]he
district court must accept the facts alleged in the complaint as true, to the extent that
they are uncontroverted by the defendant’s affidavits.” Kernel Records Oy v. Mosley,
No. 09-21597-CIV, 2010 WL 2812565, at *4 (S.D. Fla. July 5, 2010) (citing Morris v.
SSE, Inc., 843 F.2d 489, 492 (11th Cir. 1988)); see also Louis Vuitton, 736 F.3d at
1350 (the record is viewed in the light most favorable to a plaintiff on a motion to
dismiss 	for 	want 	of 	personal 	jurisdiction 	under 	Rule 	12(b)(2)); 	Grossman 	v.
Nationsbank, N.A., 225 F.3d 1228, 1231 (11th Cir. 2000) (“When considering a motion
to dismiss, all facts . . . ‘are to be accepted as true and the court limits its consideration
to the pleadings and exhibits attached thereto.’”) (quoting GSW, Inc. v. Long City, 999
F.2d 1508, 1510 (11th Cir. 1993)).
Defendants have indeed submitted such declarations and evidence [D.E. 123],
and Plaintiff responded largely by way of citations to an appendix to his opposition to
the pre-Amended Complaint motion to dismiss, [D.E. 71]. 	Plaintiff submitted no
affidavit in response. So, while it is true that, where Plaintiff’s amended complaint
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and clear evidence in the record conflict with Defendants’ declarations, “we must
construe all reasonable inferences in favor of [Plaintiff],” Stubbs, 447 F.3d at 1360,
we have no affidavit from Plaintiff directly addressing Defendants’ declarations and
the statements therein. 	See generally [D.E. 140] (Plaintiff’s omnibus opposition to
Defendants’ joint motion to dismiss and to drop a party).
It also merits noting at the outset that, by the time this case was filed in
January 2025, PCW-FL no longer existed. 	[D.E. 123-2 at 2]. 	PCW-FL was merged
into PCW-DE on June 21, 2024—the State of Florida has even certified as much. Id.
So, as of June 2024, PCW in its totality was a “non-qualified Delaware corporation.”
[D.E. 123-2 at 2]. Under Federal Rule of Civil Procedure 17, “[c]apacity to sue or be
sued” is determined, “for a corporation, by the law under which it was organized,”
which, at the time of this lawsuit, was in Delaware. 	And, to that end, “under
Delaware law it is settled that the separate corporate existence of a constituent
corporation ceases upon merger and the emerging corporation is the only corporation
with capacity to be sued[.]” Sevits v. McKiernan-Terry Corp., 264 F. Supp. 810, 811
(S.D.N.Y. 1966); see also in re Natural Gas Royalties Qui Tam Litig., No. 1293 (99-
MD-1656), 2002 WL 35651692, at *1 (D. Wyo. Nov. 27, 2002) (no personal jurisdiction
over subsidiary once merged with Delaware parent company where subsidiary then
no longer existed when service of process was attempted, “or even when this action
was filed”).
Also, based on Plaintiff’s own allegations, it appears that any alleged injury he
experienced accrued upon the merger of PCW-FL and PCW-DE. Taking as true what
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Plaintiff 	alleges 	in 	his 	Amended 	Complaint 	regarding 	the 	Stock 	Bonus 	Plan,
Defendants’ ratification of the Stock Bonus Plan was either defective or the Plan did
not actually go into force. [D.E. 110 at 12]. That Plaintiff’s stock was never diluted
(or, properly diluted, even if attempted) is a necessary fact of his claims, given the
claimed 18.5% ownership stake of PCW-FL that he alleges existed through to the
merger with PCW-DE. See [D.E. 110 at 17–22] (Amended Complaint reflecting that
Plaintiff’s claims consistently include 18.5% ownership stake number).
That said and as alluded to above, Plaintiff’s argument is inherently flawed to
the extent he is arguing that he still owns an 18.5% ownership stake in PCW-FL, as
PCW-FL has not existed since June 21, 2024. 	[D.E. 123-2 at 2]. 	The consent
agreement of the shareholders as to the merger is very specific on this point:
WHEREAS, the Corporation’s Board of Directors (the “Board”) has
determined that it is advisable and in the best interests of [Princeton
Carbon Works, Inc., a Florida corporation (the “Corporation”)] and the
Shareholders that the Corporation enter into that certain Agreement
and Plan of Merger, in substantially the form attached hereto as Exhibit
A (the “Plan of Merger”), pursuant to which, among other things, the
Corporation will merge with and into PCW Holdco, Inc., a Delaware
corporation 	(the 	“Surviving 	Corporation”), 	with 	the 	Surviving
Corporation continuing as the surviving entity of such merger (the
“Merger”).
[D.E. 71-10] (also stating intent to “merge Subsidiary with and into Parent . . . with
Parent continuing as the Surviving Corporation”). 	Plaintiff’s Amended Complaint
does, at times, characterize the merger as only “purported” [D.E. 110 at 17], but based
on the record before the Court, there is uncontrovertible evidence that the State of
Florida recognizes the merger as having occurred. 	[D.E. 123-2 at 2]. 	Hence, PCW-
FL is no longer.
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Accordingly, we construe Plaintiff’s argument—which he crystalizes in several
of his claims by emphasizing Defendants’ “refusal to recognize Mr. Daniels’ 18.5%
unrestricted and fully vested interest” [D.E. 110 at 18–19] (and the attendant issues
of that “refusal to recognize”)—as challenging, instead, the effect of the merger on his
alleged ownership stake. 	Defendants’ “refusal to recognize” Plaintiff’s ownership
stake is an alleged injury that accrued at the point of the merger (when Section 2.4
would, ostensibly, “freeze” him out), and Plaintiff’s issue is with Defendants’ ongoing
treatment of whatever his ownership stake may be or be worth.
In other words, by arguing at all points that he continued through the date of
the merger to have an 18.5% ownership interest, Plaintiff did not accrue an injury
prior to the merger (i.e., with PCW-FL). 	[D.E. 110 at 13 (“Mr. Crotty confirmed to
Mr. Daniels in October 2020 that he received 185 shares of a total 1000 shares, for
an 18.5% interest in Princeton Carbon Works[.]”), 18 (alleging that Defendants
“breached the Agreement by failing to recognize and comply with its provisions
regarding Mr. Daniels’ unrestricted and fully vested ownership of 18.5% of Princeton
Carbon Works.”)]. It is only upon the resulting merger that Plaintiff feels Defendants
are “refus[ing] to recognize” what his alleged 18.5% ownership stake in PCW-FL
means in terms of where he stands now and/or what he is owed. Id. at 19.
For instance, were Plaintiff to prove ownership of 18.5% of PCW-FL by way of
the Stock Bonus Plan being defective, Section 2.4 of the merger plan for “minority
shares” of 10% and below would not, by its terms, apply to him. Were that the case,
there would certainly be associated issues (“all equity of Subsidiary, other than the
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Minority Shares (as defined in Section 2.4), will be cancelled and no consideration
shall be issued in respect thereof” [D.E. 71-10]), but we use this example purely to
illustrate that the uncertainty of Plaintiff’s situation arises from the merger—and
not for anything that that took place by or in relation to the now-defunct entity known
as PCW-FL.
So, what does this mean for the purposes of personal jurisdiction over
Defendants? 	A lot. 	By necessity of how Plaintiff has pleaded his claims in this
Amended Complaint, the alleged injury that he is leveraging to attempt to lasso
Defendants into the Southern District of Florida happened, ostensibly, at the hands
of a Delaware company and its foreign shareholders. 	And that injury was suffered
by a foreign plaintiff with no meaningful ties to the State of Florida. 	The lack of
personal jurisdiction is palpable under these circumstances.
A. 	Whether Florida’s Long-Arm Statute Reaches Defendants
In his Amended Complaint, Plaintiff alleges that “[t]his Court possesses
personal jurisdiction over Defendants” because they “operated, conducted, engaged
in and carried on a business or business venture in this state, having an office or
agency in this state; they committed a tortious act within this state and conspired
with a citizen of this state to commit tortious acts within this state; and breached a
contract in this state by failing to perform acts required by contract to be performed
in this state.” 	[D.E. 110 at 2]. 	As it relates to part one of the two-step analysis for
whether we have personal jurisdiction, Plaintiff’s jurisdictional allegations relate to
Section (1)(a)(1), (1)(a)(2), and (1)(a)(7) of the Florida long-arm statute:
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(1)(a) A person, whether or not a citizen or resident of this state, who
personally or through an agent does any of the acts enumerated in this
subsection thereby submits himself or herself and, if he or she is a
natural person, his or her personal representative to the jurisdiction of
the courts of this state for any cause of action arising from any of the
following acts:
1. Operating, conducting, engaging in, or carrying on a business or
business venture in this state or having an office or agency in this state.
2. Committing a tortious act within this state.
. . .
7. Breaching a contract in this state by failing to perform acts as
required by the contract to be performed in this state.
Fla. Stat. § 48.193(1)(a)(1)–(2), (7).
1. 	Operating a Business Venture
Applying the foregoing analysis, we will take each in turn beginning with
Section (1)(a)(1). “In order to establish that a defendant was carrying on a business
or business venture in the state, either itself or through an agent, ‘[t]he activities of
the [defendant] sought to be served … must be considered collectively and show a
general course of business activity in the State for pecuniary benefit.’” Sculptchair,
Inc. v. Century Arts, Ltd., 94 F.3d 623, 627 (11th Cir. 1996) (citing Dinsmore v. Martin
Blumenthal Assocs., Inc., 314 So. 2d 561, 564 (Fla. 1975)). 	Relevant factors in this
analysis include “the presence and operation of an office in Florida . . . , 	the
possession and maintenance of a license to do business in Florida . . . , the number of
Florida clients served . . ., and the percentage of overall revenue gleaned from Florida
clients.” Horizon Aggressive Growth, L.P. v. Rothstein–Kass, P.A., 421 F.3d 1162, 1167
(11th Cir. 2005) (alterations added; citations omitted).
And the burden to plead and satisfy the long-arm statute rests squarely on the
Plaintiff. 	“Florida’s long-arm statute ‘must be strictly construed, and any doubts
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about the applicability of the statute are resolved in favor of the defendant and
against a conclusion that personal jurisdiction exists.’” Frida Kahlo Corp. v. Pinedo,
No. 18-21826-CIV-RNS, 2021 WL 4147876, at *3 (S.D. Fla. Sept. 13, 2021) (citing
Interim Healthcare, Inc. v. Interim Healthcare of Se. Louisiana, Inc., No. 19-CV-
62412-BB, 2020 WL 3078531, at *8 (S.D. Fla. June 10, 2020) (quoting Gadea v. Star
Cruises, Ltd., 949 So. 2d 1143, 1150 (Fla. 3d DCA 2007)); see also Seabra v. Int'l
Specialty Imp., Inc., 869 So. 2d 732, 733 (Fla. 4th DCA 2004) (same).
First, PCW-DE is a Delaware company, and its shareholders are stakeholders
in a Delaware company, along with being longtime residents of various Northeastern
states. It is neither operating nor carrying on a business, and does not have an office
in, this State. 	And to the end of engaging in or conducting business in Florida,
Plaintiff alleges that Defendant Crotty tests wheels in Florida by way of cycling and
also that PCW, generally, sells wheels to customers in Florida. [D.E. 124-1 at 141:6–
142:23, 	144:12–146:10]. 	Assuming 	these 	two 	facts 	are 	true, 	Defendants 	cite
apparently uncontroverted testimony that, while they do sell to individuals in Florida
and generally “promote[] its bicycle wheels through social media, such as Instagram,
and word of mouth through the cycling community,” they “d[o] not directly market
into Florida, purchase advertising in Florida, or engage in promotion activities
directed into Florida.” [D.E. 123-1 at 6]. Thus, PCW-DE’s engagement in Florida—
to the extent any exists—is either incidental to Defendant Crotty’s personal life or
not targeted at Florida. 	This means that long-arm jurisdiction cannot arise under
the “operating a business” prong of the statute, Fla. Stat. § 48.193(1)(a)(1).
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As to the other named defendants, the same result follows. The circumstances
here are like those in Sculptchair, where certain individual defendants—residents of
Canada—originally entered into a licensing agreement with Florida corporation,
Sculptchair, to manufacture certain chair covers in Canada. 	94 F.3d at 625–26.
Pursuant to the licensing agreement, the parties had several meetings in Florida to
jump start the venture, Century Arts, including a trip to sign the agreement; a “four
day logistical meeting” regarding the production of the chair covers; and a meeting to
discuss issues regarding maintenance and performance for the design of the chair
covers. 	Id. at 626. 	Notwithstanding efforts to address these issues, difficulties in
production persisted and the venture ultimately failed. Id.
Two of the individuals originally involved in the Century Arts venture formed
a new company, Chair Decor, Inc., which allegedly sold similar chair covers to those
produced under the Sculptchair license. Id. Sculptchair sued Chair Decor for, among
other things, patent and trademark infringement. Id. The complaint also named the
two Canadian individuals running Chair Decor, as well as members of their family
alleged to have been involved, and “an entity designated as ‘Chair Decor of Sunrise,
Florida.’” Id.
On appeal of a dismissal of Sculptchair’s complaint for want of personal
jurisdiction, the Eleventh Circuit affirmed as to all but one of the defendants—Deena
Rich, the daughter of one of Chair Decor’s directors who, when in Florida for school,
“admittedly operated as an independent contractor and sporadic sales representative
for Chair Decor” including “travel[ing] to four or five Florida businesses and [giving]
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them product presentations” and “circulat[ing] a price list to ten or so individuals
describing Chair Decor of Canada’s product line” before forwarding any orders to the
Chair Decor of Canada staff. Id. at 626–28. Although her sales efforts were “sporadic
at best,” “her marketing efforts, viewed collectively, qualify as a general course of
business activity in Florida for pecuniary benefit.” Id. at 628.
As for the others, the Court of Appeals determined that Chair Decor of Sunrise,
Florida “was not carrying on a business or business venture in Florida” because it
“never existed,” despite two of Scultpchair’s employees testifying that they attended
a product presentation meeting in Florida for Chair Decor products—ostensibly at
the request of Ms. Rich. 	Id. at 628. 	The directors of Chair Decor also were “not
individually subject to the Florida long-arm statute for carrying on a business or
business venture based on their strictly corporate acts” because “[n]one of these
individuals manufactured, sold, leased, or solicited orders for chair covers or any
other products in Florida” and “maintained no offices or agents in the state.” 	Id.
Although each did have brief contacts—logistical meetings—with individuals in the
state of Florida, those instances would not “rise to the level of carrying on a business
or business venture” for the individual defendants because “they were acting in their
corporate representative capacities as opposed to their individual capacities,” and
because:
While 	a 	corporation 	itself 	may 	be 	subject 	to 	jurisdiction 	when 	it
transacts business through its agents operating in the forum state,
unless those agents transact business on their own account in the state,
as opposed to engaging in business as representatives of the corporation,
the yare not engaged in business so as to be individually subject to the
state’s long-arm statute.
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Id. (quoting Excel Handbag Co. v. Edison Bros. Stores, 428 So. 2d 348, 350 (Fla. Dist.
Ct. App. 1983)).
Finally, the court affirmed dismissal as to Chair Decor of Canada, as well,
because “there is no evidence that Chair Decor of Canada ever directly manufactured,
sold, leased, or solicited orders for chair covers or any other products in Florida”
because Mr. Rich was “acting as an independent contractor as opposed to an agent.”
Sculptchair, Inc., 94 F.3d at 629.
Applying Sculptchair, Defendants Macris and Werntz were—at all times—
non-residents of the State of Florida and not transacting business in the State of
Florida. [D.E. 123-4 at 1–2]; [D.E. 123-7 at 1–2]. Plaintiff makes no allegations tying
them, as individuals and beyond their participation in a PCW entity, to the State of
Florida. [D.E. 140 at 5]. Thus, as individuals in the same position as the Chair Decor
directors in Sculptchair, Defendants Macris and Werntz are clearly not subject to
Florida’s long-arm statute under Section (1)(a)(1). 	See Sculptchair, Inc., 94 F.3d at
628. And again PCW-FL no longer exists in its original capacity and has not for the
pendency of this litigation, so it cannot be subject to Florida’s long-arm statute under
Section (1)(a)(1).
That 	leaves 	Defendant 	Crotty. 	Per 	Plaintiff’s 	allegations 	and 	his 	own
testimony, Mr. Crotty, when in Florida, often cycles and will sometimes engage in the
cycling community in Florida, to the end of discussing his business by word of mouth.
[D.E. 124 at 145:7–14] (noting that Mr. Crotty “rid[es] alongside” other cyclists, who
could “potentially be [in their] market”). 	Mr. Crotty’s cycling is also a method of
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testing the wheels PCW produces. 	Id. 	Plaintiff’s evidence of this, beyond general
knowledge of Mr. Crotty, is that Plaintiff follows Mr. Crotty on the fitness tracker
app, Strava. 	Id. at 142:11–18. 	But even if true, again, the standard for long arm
jurisdiction must “show a general course of employment and conduct of carrying on
business activity in the State for pecuniary benefit.” DeVaney v. Rumsch, 228 So. 2d
904, 907 (Fla. 1969). 	We are loath to closely bind Mr. Crotty’s personal fitness
endeavors and associated social interactions as a basis of jurisdiction against him
here or, for that matter, as to his connections with PCW-DE in the process.
It would be one thing, were Defendant Crotty to frequent trade shows or make
regular product presentations in the State of Florida. See Sculptchair, Inc., 94 F.3d
at 627–28. 	But all that has been alleged is that Defendant Crotty cycles in Florida
and may discuss his business by word of mouth when “riding alongside” individuals
who may (or may not) be possible clients. [D.E. 124 at 145:7–14]. There are not even
allegations (or, for that matter, provided evidence) of concrete sales in Florida directly
tied to such word-of-mouth discussions. 	In total, these actions do not amount to a
general course of conduct “of carrying on business activity in the State for pecuniary
benefit”—whether individually or to be imputed to a PCW entity. DeVaney, 228 So.
2d at 907. 	Indeed, Plaintiff is resorting to vague and conclusory bases to meet his
burden, contrary to the standard required for long-arm jurisdiction in Florida. 	See
Snow v. DirecTV, inc., 450 F.3d 1314, 1318 (11th Cir. 2006) (“vague and conclusory
allegations 	. 	. 	. 	are 	insufficient 	to 	establish 	a 	prima 	facie 	case 	of 	personal
jurisdiction.”) (citing Posner v. Essex Ins. Co., Ltd., 178 F.3d 1209, 1217-18 (11th Cir.
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1999) (per curiam)); Catalyst Pharm., Inc. v. Fullerton, 748 F. App’x 944, 946 (11th
Cir. 2018) (“Vague and conclusory allegations do not satisfy” a plaintiff's burden to
“make out a prima facie case of jurisdiction”) (citing Snow, 450 F.3d at 1318); Castillo
v. Allegro Resort Mktg., 603 F. App’x 913, 916 (11th Cir. 2015) (per curiam) (affirming
district court’s dismissal for lack of personal jurisdiction where plaintiff conclusorily
alleged that defendant had “contacts with [Florida] 24/7 and 365 days a year,” yet
“made no specific factual allegations of these contacts”); Dohler S.A. v. Guru, No. 16-
23137-CIV-DPG, 2017 WL 4621098, at *4 (S.D. Fla. Oct. 16, 2017) (“Plaintiffs do not
specifically allege how many customers or the total percentage of sales derived from
Florida, but rather, Plaintiffs allege only that Defendants offered “substantial
quantities” of counterfeit goods for sale. . . . As a result, the Court neither knows the
exact or approximate number of Florida clients allegedly targeted by Defendants, nor
the exact or approximate percentage of Defendants’ gross sales derived from Florida
sales. Accordingly, based on the factors relevant to a determination of jurisdiction
under section 48.193(1)(a)(1), the record does not support a finding that Defendants
were engaged in a general course of business activity in Florida.”) (granting motion
to dismiss for lack of personal jurisdiction only in part as plaintiff alleged tortious
injury to Florida plaintiff); Accurate Ins. Grp., Corp. v. Accurate Ins. Servs. Inc., No.
14-22381-CIV-JAL, 2015 WL 11233072, at *2 (S.D. Fla. Mar. 2, 2015) (finding
allegation that “Defendant’s false assertions of infringement were directed to the
Plaintiff in the State of Florida and as such Defendant is subject to the personal
jurisdiction 	of 	this 	Court” 	to 	be 	“vague 	and 	conclusory 	allegations 	... 	wholly
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insufficient to establish personal jurisdiction over Defendant under Florida’s long-
arm statute”); Bulpit, LLC v. DeCanio, No. 13-14119-Civ-KMM, 2013 WL 12126313,
at *4 (S.D. Fla. June 7, 2013) (finding “no basis” to exercise specific jurisdiction under
Florida long-arm statute where plaintiff alleged the defendant “conduct[ed] business
throughout interstate commerce and in all fifty states of the United States ... and in
particular conduct[ed] business in the Southern District of Florida”).
Moreover, to trigger jurisdiction under this provision these feeble connections
must also materially relate to the claims in the case: “for any cause of action arising
from any of the following acts: . . . [carrying out a business venture in the state].” The
Amended Complaint contains zero allegations that would tie these limited Florida
connections to any of the causes of action raised in the complaint. So on that basis as
well we cannot find that the long-arm statute has been satisfied even for Defendant
Crotty or for his company, PCW. See, e.g., Gadea, 949 So. 2d at 1149–50 (affirming
dismissal for lack of personal jurisdiction under long-arm statute because “there is
no nexus between Gadea’s personal injury claims and any contract or business
activities between Star and any Florida entity. ‘Although the term ‘arising from’ does
not 	mean 	proximately 	caused 	by, 	it 	does 	require 	direct 	affiliation, 	nexus, 	or
substantial connection to exist between the basis for the plaintiffs’ cause of action and
the defendants’ business activity in the state.”) (quoting Northwest Aircraft Capital
Corp. v. Stewart, 842 So. 2d 190, 194 (Fla. 5th DCA 2003)).
And, finally, speaking of PCW-DE, the fact that it “voluntarily assumed all the
debts, obligations and other liabilities of PCW-FL” after the merger is not dispositive
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on the issue of personal jurisdiction under section (1)(a)(1). Even if we consider, for
the sake of argument, the prior actions of PCW-FL, there is no “general . . . conduct
of carrying on business activity in the State for pecuniary benefit.” DeVaney, 228 So.
2d at 907. 	As we have explained above, Defendant Crotty’s cycling and associated
engagement in the cycling community do not, as alleged, amount to such conduct.
Further, PCW-FL did not perform its basic business functions from the State of
Florida—even Plaintiff has acknowledged as much. 	[D.E. 124-1 at 142:21–144:11];
[D.E. 123-1 at 2]. 	And PCW-FL “did not directly market into Florida, purchase
advertising in Florida, or engage in promotion activities directed into Florida.” [D.E.
123-1 at 6]. Like Sculptchair, where the individual defendants and Chair Decor itself
had some level of contact with Florida (e.g., business meetings pursuant to a licensing
agreement 	or 	sales 	interactions 	with 	individuals 	in 	Florida, 	prompted 	by 	an
independent contractor), 94 F.3d at 627–28, incidental contact does not make a
“general course of employment and conduct of carrying on business activity in the
State for pecuniary benefit,” DeVaney, 228 So. 2d at 907.
Accordingly, we find that Florida’s long-arm statute does not extend to
Defendants 	Crotty, 	Macris, 	Werntz, 	and 	PCW-DE 	under 	Florida 	Statute 	§
48.193(1)(a)(1): “Operating, conducting, engaging in, or carrying on a business or
business venture in this state or having an office or agency in this state.”
2. 	Tortious Acts or Contractual Breaches in Florida
As 	for 	Plaintiff’s 	remaining 	allegations 	regarding 	Florida 	Statute 	§
48.193(1)(a)(2), “Committing a tortious act within this state,” and (7), “Breaching a
contract in this state by failing to perform acts as required by the contract to be
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performed in this state,” we similarly find that Florida’s long-arm statute cannot
possibly apply under these provisions. Consistent with our analysis above, Plaintiff’s
alleged 	injury—Defendants’ 	“fail[ure] 	to 	recognize” 	what 	his 	claimed 	18.5%
ownership stake in PCW-FL means in terms of where he stands now—accrued upon
the merger. [D.E. 110 at 18]. At the point of the merger, PCW was no longer a Florida
company, but one based in the State of Delaware. 	Albeit a creature of legal fiction
that at a nanosecond was transformed from PCW-FL into PCW-DE, it is also a legal
reality: “[U]nder Delaware law it is settled that the separate corporate existence of a
constituent corporation ceases upon merger and the emerging corporation is the only
corporation with capacity to be sued[.]” Sevits, 264 F. Supp. at 811. Thus, any alleged
tortious act or breach of contract would then be attributable to the incident of the
merger and, thereby, to PCW-DE. But Florida’s long-arm statute would not apply in
such a case because the Amended Complaint does not allege that PCW-DE committed
any tortious act in the State of Florida, and does not contend that PCW-DE breached
a contract that had any performance due in Florida.
And to the extent PCW-DE purportedly did so, any tortious injury it committed
after the merger could not have possibly occurred in Florida because Plaintiff Daniels
was never domiciled or present in Florida. Similarly, to the extent PCW-DE breached
any contractual obligation owed to Mr. Daniels, those obligations were owed to him
where he is domiciled or regularly does business, which again is not Florida. So these
provisions of the long-arm statute cannot confer personal jurisdiction over the claims
alleged in this Amended Complaint. See N. Am. Sugar Indus., Inc. v. Xinjiang
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Goldwind Sci. & Tech. Co., Ltd., 124 F.4th 1322, 1337 (11th Cir. 2025) (unlike cases
where a Florida plaintiff alleges a tortious act occurring outside the state, “to
establish personal jurisdiction under Florida’s long-arm statute, North American
Sugar must demonstrate that the Defendants, their agents, or their co-conspirators
committed [tortious acts] while they were physically located in Florida.”) (remanding
for further factual development to make such finding); Kernel Records Oy, 2010 WL
2812565, at *5 (finding that, “[i]n cases where the Eleventh Circuit applied section
1[(a)(2)] to foreign torts causing injury within Florida, that conduct was directed at
Florida residents, corporations, or property, and the harm was felt exclusively or
primarily in Florida,” and collecting cases).
In sum, we find that neither section (1)(a)(1), (2), or (7) of Florida’s long-arm
statute would extend to Defendants. Fla. Stat. § 48.193(1)(a)(1)–(2), (7). Under the
two-step test for personal jurisdiction, our analysis could end here, as personal
jurisdiction does not exist “over the nonresident defendant[s] under Florida’s long-
arm statute.” 	Louis Vuitton Malletier, S.A., 736 F.3d at 1350. 	However, in the
interest of a fulsome examination, and because we believe Plaintiff also fails to prove
that Defendants have sufficient contacts with the State of Florida for specific personal
jurisdiction, we will further analyze prong two: “if [Florida’s long-arm statute were to
apply], whether that exercise of jurisdiction would violate the Due Process Clause of
the Fourteenth Amendment to the U.S. Constitution.” Id.
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B. 	Whether Exercising Jurisdiction Comports with Due Process
Assuming 	arguendo 	that 	Florida’s 	long-arm 	statute 	had 	been 	satisfied,
Plaintiff still fails to show that we have specific personal jurisdiction over Defendants.
“The Due Process Clause protects an individual’s liberty interest in not being subject
to binding judgments of a forum with which he has established no meaningful
‘contacts, ties, or relations.’” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471–72
(1985) (citing Int’l Shoe Co. v. State of Wash., Off. Of Unemployment Comp. &
Placement, 326 U.S. 310, 319 (1945)).
“In specific personal jurisdiction cases, we apply the three-part due process
test, which examines: (1) whether the plaintiff’s claims ‘arise out of or relate to’ at
least one of the defendant’s contacts with the forum; (2) whether the nonresident
defendant ‘purposefully availed’ himself of the privilege of conducting activities
within the forum state, thus invoking the benefit of the forum state’s laws; and (3)
whether the exercise of personal jurisdiction comports with ‘traditional notions of fair
play and substantial justice.’” Louis Vuitton Malletier, S.A., 736 F.3d at 1355 (citing
Burger King Corp., 471 U.S. at 472–73). 	“The plaintiff bears the burden of
establishing the first two prongs,” at which point, provided the plaintiff has done so,
the burden switches to the defendant to “‘make a “compelling case” that the exercise
of jurisdiction would violate traditional notions of fair play and substantial justice.’”
Id. (citing Diamond Crystal Brands, Inc. v. Food Movers Int’l, Inc., 593 F.3d 1249,
1267 (11th Cir. 2010)).
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As 	to 	prong 	one, 	“[P]laintiff[] 	must 	at 	minimum 	demonstrate 	that 	the
[D]efendant[s] had ‘some contact with the forum state and that the contact was a but-
for cause of the alleged tort [or grievance].’” PG Creative Inc. v. Affirm Agency, LLC,
No. 19-24299-CIV, 2019 WL 5684219, at *4 (S.D. Fla. Oct. 31, 2019) (citing USA
Mgmt. 	Group, 	LLC 	v. 	Fitness 	Publications, 	Inc., 	No. 	14-22477-CIV, 	2015 	WL
11233075, at *3 (S.D. Fla. Mar. 4. 2015)). 	“[T]he relationship must arise out of
contacts that the ‘defendant himself’ creates with the forum.” 	Walden v. Fiore, 571
U.S. 277, 277 (2014) (quoting Burger King Corp., 471 U.S. at 475).
As we explained above, the alleged breach of contract, tort, or other of
Plaintiff’s claims accrued upon the merger according to this Amended Complaint.
The merger did not happen in Florida and did not involve any individual, named
party that resides in or was injured in Florida. If such an injury occurred, it accrued
upon the Delaware merger and to a plaintiff who has, by his admission and at all
times, resided outside of the State of Florida. Any even incidental contact to Florida
was not a “but-for cause of the alleged [grievances].” USA Mgmt. Group, LLC, 2015
WL 11233075, at *3.
As to prong two, “[p]ut differently, the defendant must have ‘purposefully
availed’ 	itself 	of 	the 	privilege 	of 	conducting 	activities—that 	is, 	purposefully
establishing contacts—in the forum state and there must be a sufficient nexus
between those contacts and the litigation.” Diamond Crystal Brands, Inc., 593 F.3d
at 1267. “The focus must always be on the nonresident defendant’s conduct, that is,
whether the defendant deliberately engaged in significant activities within a state or
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created continuing obligations with residents of the forum.” 	Id. at 1268. 	“The
touchstone of sufficient contacts is that the defendant ‘purposefully directed’ its
activities at residents of the forum state.” 	JB Oxford Holdings, Inc. v. Net Trade,
Inc., 76 F. Supp. 2d 1363, 1366 (S.D. Fla. 1999) (citing Burger King Corp., 471 U.S.
473–74).
Again, Defendants Macris and Werntz, having been nonresidents of the State
of Florida at all relevant times, cannot be said to have “purposefully establish[ed] any
contacts” with Florida on an individual basis. 	Diamond Crystal Brands, Inc., 593
F.3d at 1267; [D.E. 123-4 at 1–2]; [D.E. 123-7 at 1–2]. Defendant Crotty, individually,
does have some contacts with Florida, but we are again loath to interpret his visits to
family in Florida and related Strava activity updates as purposeful availment of “the
privilege of conducting activities” in Florida—let alone that such contacts would have
a “sufficient nexus” to this litigation. 	Diamond Crystal Brands, Inc., 593 F.3d at
1267; [D.E. 124 at 142:11–18]. And PCW-DE, to the extent it does any business with
a resident of Florida: (1) such business would be an unrelated contact relative to the
substance of this litigation, which is predicated on grievances arising out of a merger
and involving an nonresident Plaintiff; and (2) there is uncontroverted testimony that
PCW, generally, does not target any business at the State of Florida, such that any
contacts arising from, e.g., an internet sale “merely link[s] with equal strength the
[D]efendant[s] to all states.” 	JB Oxford Holdings, Inc., 76 F. Supp. 2d at 1366–367
(citing Cybersell, Inc. v. Cybersell, Inc., 130 F.3d 414 (9th Cir. 1997) and collecting
similar cases supporting the proposition that the maintenance of a website alone is
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not purposeful availment); [D.E. 123-1 at 6] (PCW “did not directly market into
Florida, purchase advertising in Florida, or engage in promotion activities directed
into Florida.”).
Accordingly, we find that Plaintiff has not carried his burden as to the first two
prongs of the minimum contacts test to satisfy the Due Process Clause of the
Fourteenth Amendment. 	Louis Vuitton Malletier, S.A., 736 F.3d at 1355 (“(1)
[W]hether the plaintiff’s claims ‘arise out of or relate to’ at least one of the defendant’s
contacts with the forum; (2) whether the nonresident defendant ‘purposefully availed’
himself of the privilege of conducting activities within the forum state, thus invoking
the benefit of the forum state’s laws[.]”).
Together with the fact Plaintiff also cannot show that either section (1)(a)(1),
(2), or (7) of Florida’s long-arm statute would extend to Defendants, Plaintiff cannot
establish any legal basis for this Court to exercise personal jurisdictional over these
claims and these parties. 	Accordingly, Defendant’s motion to dismiss [D.E. 122]
should be granted for lack of personal jurisdiction. Plaintiff should elect whether he
seeks to pursue this case where he is domiciled, where PCW-DE regularly does
business and/or where the individual Defendants reside. 	But he cannot pursue his
claims in the jurisdiction that has the fewest contacts of all, the State of Florida.
III. 	CONCLUSION
For the foregoing reasons, we hereby RECOMMEND that Defendants’ motion
to dismiss [D.E. 122] be GRANTED. 	The case should be DISMISSED for lack of
personal jurisdiction and the case CLOSED.
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Pursuant to Local Magistrate Rule 4(b) and Fed. R. Civ. P. 73, the parties have
fourteen (14) days from service of this Report and Recommendation within which to
file written objections, if any, with the District Judge. Failure to timely file objections
shall bar the parties from de novo determination by the District Judge of any factual
or legal issue covered in the Report and shall bar the parties from challenging on
appeal the District Judge’s Order based on any unobjected-to factual or legal
conclusions included in the Report. 	28 U.S.C. §636(b)(1); 11th Cir. R. 3-1; see, e.g.,
Patton v. Rowell, 678 F. App’x 898 (11th Cir. 2017); Cooley v. Comm’r of Soc. Sec., 671
F. App’x 767 (11th Cir. 2016).
DONE AND SUBMITTED in Chambers at Miami, Florida, this 17th day of
November, 2025.
/s/ Edwin G. Torres
EDWIN G. TORRES
United States Magistrate Judge
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