ALLIANCE LAUNDRY SYSTEMS LLC v. ADAMS et al

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF FLORIDA
PENSACOLA DIVISION
ALLIANCE LAUNDRY SYSTEMS LLC,
Plaintiff,
v. 	CASE NO. 3:23cv22130-MCR-ZCB
TRUDY ADAMS,
JOHN WILLIAMS also known as
CLAY WILLIAMS, and
AUTARKIC HOLDINGS INC
doing business as LAUNDRYLUX,
Defendants.
__________________________________/
TRUDY ADAMS, and
JOHN WILLIAMS,
Counter Claimants/Third Party Plaintiffs
v.
ALLIANCE LAUNDRY SYSTEMS LLC,
Counter Defendant,
MIKE HAND, SAMANTHA BAKER, and
GREG REESE,
Third Party Defendants.
_________________________________/
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ORDER
Counter Defendant Alliance Laundry Systems LLC, together with Third Party
Defendants Greg Reese Mike Hand, and Samantha Baker (collectively “Alliance
Parties”) have moved to strike the Amended Counterclaims of Trudy Adams and
John Williams alleging claims of breach of contract and retaliation under the Fair
Labor Standards Act (“FLSA”), 29 U.S.C. § 215, or alternatively, to dismiss the
newly asserted factual allegations of gender harassment and discrimination included
within the FLSA retaliation claim. ECF No. 220. Adams and Williams oppose the
motion. ECF No. 228. Having fully reviewed the matter, the Court grants the motion
in part, striking the new allegations of gender harassment and discrimination, and
denies the motion in all other respects.
Alliance brought this suit, alleging that former employees Adams and
Williams and their new employer, Laundrylux, misappropriated Alliance’s trade
secrets, breached employment contracts, and tortiously interfered with Alliance’s
business opportunities. 	Defendants originally filed a joint Answer including
designated Counterclaims by Adams and Williams that alleged breach of their
commission agreements (Counterclaims I and III) and that Adams was terminated
in retaliation for exercising rights under the FLSA, after she complained about the
manner in which she was paid, more specifically, how her commission was
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calculated or offset by costs (Counterclaim II).1 ECF No. 14. The Alliance Parties
answered after unsuccessfully moving to dismiss Adams’s Counterclaims.
Shortly before the close of discovery, the Defendants moved for judgment on
the pleadings, and the Court allowed Alliance to amend its Complaint to cure some
identified pleading deficiencies (i.e., conclusory allegations and the failure to
separate claims or identify the statutory basis for the claims). 	The Amended
Complaint, ECF No. 98, survived another motion to dismiss, and the Court directed
Defendants to answer.2 ECF No. 170. 	Adams and Williams then filed a timely
Answer to the Amended Complaint and included Amended Counterclaims that
added new details to the breach of contract counterclaims about their commission
payments and completely new allegations of gender harassment and discrimination
within Adams’s FLSA 	retaliation counterclaim. 	ECF No. 182. 	Instead of
answering, the Alliance Parties filed the instant motion to strike or dismiss the
1 Adams named her former managers (Reese, Hand, and Baker) as Third-Party Defendants.
2 The Court concluded that the Amended Complaint, ECF No. 98, complied with the Court’s order
to cure deficiencies. (Alliance also dropped counts of conversion and civil theft.) The Amended
Complaint now includes Count I (trade secret misappropriation, 18 U.S.C. § 1836 et seq.), Count
II (trade secret misappropriation, Fla. Stat. § 688.001 et seq.), Count III (breach duty of loyalty,
Adams & Williams), Count IV (tortious interference with business opportunities), Count V (breach
of contract based on a release signed by Adams), Count VI (breach of contract based on handbook
acknowledgements signed by Adams and Williams).
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Amended Counterclaims, arguing they exceed the scope of the Amended Complaint
and were improperly amended without leave of Court or Alliance’s consent.
A counterclaim must be designated as a counterclaim and stated within a
pleading. 	Fed. R. Civ. P. 13. 	An answer is a pleading. 	See Fed. R. Civ. P. 7
(defining a “pleading” as including a complaint, an answer, or an “answer to a
counterclaim designated as a counterclaim”). 	Rule 15 governs amendments to
pleadings, allowing amendment as of right within 21 days after service of a
responsive pleading or by consent or leave of Court.3 Although a counterclaim is
not listed in Rule 7 as a “pleading,” see 5 Charles Alan Wright & Arthur R. Miller,
Fed. Pract. & Proc. Civ. § 1183 (4th ed.) (stating counterclaims are “not considered
pleadings and consequently are not subject to procedural rules that refer to
‘pleadings’”), the commentary to Rule 13 (governing counterclaims) clarifies that
an “amendment to add a counterclaim will be governed by Rule 15.” Fed. R. Civ.
P. 13 (Committee Notes, 2009 Amendment); see also Fed. R. 15 (Committee Notes,
2009 Amendment) (stating Rule 15 is “the sole rule governing amendment of a
pleading to add a counterclaim”). While an amended complaint justifies an amended
3 Under Rule 15, a “pleading” may be amended as of right within 21 days of service or 21 days
after service of a responsive pleading, Fed. R. Civ. P. 15(a)(1), and “in all other cases,” amendment
is only allowed with the opposing party’s written consent or leave of Court, Fed. R. Civ. P.
15(a)(2).
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answer, courts have noted that “if every amendment, no matter how minor or
substantive, allowed defendants to assert counterclaims or defenses as of right,
claims that would otherwise be barred or precluded could be revived without cause,”
depriving the court of its ability “to effectively manage the litigation.” 	Bibb Cnty.
Sch. Dist. v. Dallemand, No. 5:16-cv-549 (MTT), 2019 WL 1519299, at *4 (M.D.
Ga. Apr. 8, 2019) (alteration accepted, quotation omitted) (applying “the Rule 15
standard equally to amended complaints and amended (or new) counterclaims,” and
dismissing an amended counterclaim added without leave of court after the time for
amending as of right). 	While not directly addressing counterclaims, the Eleventh
Circuit has similarly instructed that an amended complaint “does not automatically
revive all defenses or objections” that were waived initially, but acknowledged that
if the amended complaint “changes the theory or scope of the case,” it would be
unfair to not allow the defendant “an opportunity to respond anew.”4 Krinsk v.
SunTrust Banks, Inc., 654 F.3d 1194, 1202 (11th Cir. 2011).
4 The Alliance Parties identify the existence of three different theories as to how broadly a
counterclaim can be amended in response to an amended complaint, “coined as the ‘narrow,
moderate, and permissive’ approaches.” ECF No. 220-1 (citing Taser Int’l, Inc. v. Phazzer Elecs.,
Inc., No. 6:16-cv-366-PGB-LHP, 2023 WL 2924746, at *3 (M.D. Fla. Jan. 27, 2023) (collecting
cases), report and recommendation adopted, No. 6:16-cv-366-PGB-LHP, 2023 WL 2523447
(M.D. Fla. Mar. 14, 2023). 	Under the “narrow” approach, adding a counterclaim as of right is
permitted only if it directly relates to a change in the amended complaint; the “permissive”
approach allows a new counterclaim, regardless of the scope of the amendment in the complaint;
and the “moderate” approach allows a counterclaim without leave of court only when the amended
complaint alters the theory or scope of the case. 	Id. The court in Taser Int’l Inc., 2023 WL
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The Alliance Parties argue that the time for amending the counterclaims as of
right had long passed, and even if not, the Amended Complaint did not alter the
theory or scope of the case, so Adams and Williams were not justified in amending
the counterclaims without seeking leave of Court under the moderate theory or Rule
15. 	Adams 	and 	Williams 	argue 	that 	the 	varying 	approaches 	for 	adding
counterclaims discussed by the Alliance Parties, see supra Note 4, apply only when
a counterclaim is asserted anew, not when, as here, a previously stated counterclaim
is merely reasserted with additional detail. They further argue that their Amended
Counterclaims did not require specific leave of Court because they were required to
file a new answer, they had to reassert their counterclaims within the answer or
forfeit them, and they did not include any new counterclaims, citing Hurry Fam.
Revocable Tr. v. Frankel, No. 8:18-cv-2869-T-33CPT, 2019 WL 12536773, at *1
(M.D. Fla. Aug. 22, 2019) (denying a motion to strike an amended counterclaim that
was raised in response to a Second Amended Complaint because it related to the
original controversy and the allegations were “virtually unchanged”). 	The Court
agrees in part.
2924746, at *3, found the moderate approach most in line with guidance from the Eleventh Circuit,
citing Krinsk v. SunTrust Banks, Inc., 654 F.3d 1194, 1202 (11th Cir. 2011).
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The Amended Complaint in this case cured the deficiencies identified and
superseded the original Compliant, leaving it a “legal nullity,” but did not expand
the scope of the original Complaint. Hoefling v. City of Miami, 811 F.3d 1271, 1277
(11th Cir. 2016). The amendment did necessitate an amended Answer, which in turn
required Adams and Williams to reassert their counterclaims or they would be
deemed abandoned. See N.D. Fla. Loc. R. 15.1(A) (“Allegations in a prior pleading
that are not set out in the amended pleading are deemed abandoned . . . .”); see also
Trasco Wellness, LLC v. Tampa Bay Spine & Sports Med., LLC, No. 8:23-cv-2536-
WFJ-LSG, 2025 WL 1727264, at *2 (M.D. Fla. June 3, 2025) (stating a counterclaim
is abandoned if not reasserted in an amended pleading; collecting cases from this
Circuit holding the same), report and recommendation adopted, 2025 WL 1725880
(M.D. Fla. June 20, 2025). 	Thus, the Amended Counterclaims were timely and
proper under Rule 15 in that no new counterclaims were reasserted, satisfying the
moderate approach and not contravening the Eleventh Circuit’s guidance in Krinsk,
654 F.3d at 1202 (stating defenses waived initially cannot be asserted in response to
an amended complaint unless the amended complaint altered the scope or theory of
the case)—at least as to the amendments to the breach of contract counterclaims.
The additional allegations regarding gender harassment and discrimination
stated within the FLSA retaliation counterclaim, however, are completely new and
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unrelated to the original counterclaim. 	In granting Alliance leave to amend the
Complaint for the sole purpose of curing pleading deficiencies, and in directing
Adams and Williams to answer the Amended Complaint, the Court did not authorize
them to alter the nature or scope of the counterclaims asserted. Moreover, discovery
was already completed. This matters. While minor re-wording would be expected
and is not prejudicial, these additional allegations, although not stating a new claim,
would open up new areas for discovery and improperly change the theory and scope
of the alleged claim of FLSA retaliation. Whether intended by Adams as a separate
counterclaim or not (she argues it was not), there was no wholesale leave to re-write
the previously asserted counterclaims by inserting new and unrelated fact scenarios.
These allegations must be stricken as beyond the scope of what was allowed by the
Amended Complaint under the “moderate” approach and Krinsk.5
Alternatively, Rule 12(f) provides that the Court “may strike from a pleading
an insufficient defense or any redundant, immaterial, impertinent, or scandalous
matter.” Fed. R. Civ. P. 12(f). While this is a drastic remedy, and material meeting
these descriptors is infrequently stricken and even if it meets these categories, it is
5 Had Adams sought leave to amend to add gender discrimination and harassment allegations
within the FLSA retaliation claim or as standalone claims, leave would have been denied under
Rule 15(a)(2).
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properly stricken if the allegation has “no possible relation to the controversy” and
striking it serves “the purposes of justice.” 	United States ex rel Sedona Partners
LLC v. Able Moving & Storage Inc., 146 F.4th 1032, 1044 (11th Cir. 2025) (internal
quotations omitted) (noting Rule 12(f) does not authorize striking allegations of a
complaint “solely because they were based on information obtained in discovery”).
The new allegations of gender harassment and discrimination are immaterial to the
FLSA retaliation claim as well as scandalous. Adams maintains that the facts alleged
regarding Reese’s harassment of her and his discrimination “fall squarely underneath
the FLSA claim that was asserted two years ago.” ECF No. 228 at 15. But this is
wrong. 	Originally, the FLSA retaliation claim was based primarily on an email
dated May 18, 2023, in which Adams complained about a commission a commission
calculation error and withheld wages and the fact that she was terminated “mere
hours” after her managers received the email.6 ECF No. 14 at 23-25. Because no
claim of gender discrimination in any form has ever been asserted in this suit,
injecting these allegations into the Counterclaim, well after the close of discovery
and unhinged from the merits of the FLSA retaliation counterclaim, serves no valid
6 Adams alleged in the original Counterclaim that she complained multiple times about Alliance
improperly failing to pay her duly owed commission but specifically alleged a causal connection
based on one email: “a causal connection [exists] between Adams’ protected activity (her May
18, 2023 written complaint) and the adverse action (termination of her employment) which
occurred within hours of the May 18, 2023 complaint.” ECF No. 14 at 25.
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purpose and would be prejudicial to the Alliance Parties.7 These allegations will be
stricken.
Accordingly, Alliance’s Motion to Strike Adams’s and Williams’s Amended
Counterclaims or Alternatively to Dismiss Adams’s Newly Asserted Allegations in
Support of Her Retaliation Claim, ECF No. 220, is GRANTED in part and
DENIED in part as follows: The Counterclaims were properly amended within the
Answer to the Amended Complaint, ECF No. 182, except that the newly asserted
factual assertions of gender harassment, discrimination, and pay disparity stated in
support of the FLSA retaliation claim are STRICKEN.
DONE AND ORDERED this 27th day of December 2025.
M. Casey Rodgers
M. CASEY RODGERS
UNITED STATES DISTRICT JUDGE
7 The allegations added to the breach of contract counterclaims, by contrast, undoubtedly related
to the case, are not irrelevant, and are neither scandalous nor impertinent.
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