Water Justice for Puerto Rico B.V. v. Moonshot Missions Inc. et al

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
WATER JUSTICE FOR PUERTO RICO
B.V.,
Plaintiff,
v.
MOONSHOT MISSIONS, INC., et al.,
Defendants.
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Civil Action No. 8:24-cv-03446-LKG
Dated: January 22, 2026
MEMORANDUM OPINION
I. 	INTRODUCTION
In this civil action, the Plaintiff, Water Justice for Puerto Rico B.V., formerly known as
Miya Water Projects Netherlands B.V., brings claims for tortious interference with a business
relationship, aiding and abetting to interfere with a business relationship and conspiracy to
interfere with a business relationship, against the Defendants, Moonshot Missions Inc.
(“Moonshot”), George Hawkins (“Hawkins”), Xylem Inc. (“Xylem”), and Sensus USA Inc.
(“Sensus”), arising from the cancellation of a public-private partnership project to provide
upgrades to the water infrastructure in Puerto Rico. ECF No. 1. Defendants Sensus and Xylem
(the “Xylem Defendants”) have filed a motion to dismiss the claims brought against them
pursuant to Fed. R. Civ. P. 12(b)(2) and (b)(6). ECF Nos. 30 and 30-1. Defendants Moonshot
and George Hawkins (the “Moonshot Defendants”) have also filed a motion to dismiss the
claims brought against them, pursuant to Fed. R. Civ. P. 12(b)(6). ECF Nos. 31 and 31-1. In
addition, Defendant Moonshot filed a motion seal Exhibits 1,4 and 7 of the Joint Record relating
to Defendants’ Motion to Dismiss, pursuant to Fed. R. Civ. P. 5.2 and L.R. 105.11. ECF No. 43.
These motions are fully briefed. ECF Nos. 30, 30-1, 31, 31-1, 34, 37, 38 and 43. No hearing is
necessary to resolve the motions. L.R. 105.6 (D. Md. 2025). For the reasons that follow, the
Court: (1) GRANTS-in-PART the Moonshot Defendants’ motion to dismiss (ECF No. 30); (2)
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GRANTS-in-PART the Xylem Defendants’ motion to dismiss (ECF No. 31); (3) GRANTS
Defendant Moonshots’ motion to seal (ECF No. 43); and (4) DISMISSES the complaint.
II. 	FACTS AND PROCEDURAL BACKGROUND1
A. Factual Background
The Plaintiff brings claims for tortious interference with a business relationship, aiding
and abetting to interfere with a business relationship and conspiracy to interfere with a business
relationship, against the Moonshot Defendants and the Xylem Defendants, arising from the
cancellation of a Request for Production (the “RFP”) for a project to provide upgrades to the
water infrastructure in Puerto Rico. ECF No. 1. Specifically, the Plaintiff asserts the following
claims in the complaint: (1) tortious interference with business relationship against the Moonshot
Defendants (Count I); (2) tortious interference with business relationship against the Xylem
Defendants (Count II); (3) aiding and abetting tortious interference with business relationship
against the Xylem Defendants (Count III); (4) aiding and abetting tortious interference with
business relationship against the Moonshot Defendants (Count IV); and (5) conspiracy to
interfere with business relationship against all Defendants (Count V). 	Id. at ¶¶ 82-109. 	As
relief, the Plaintiff seeks, among other things, to recover compensatory and punitive damages
from the Defendants. Id. at Prayer for Relief.
The Parties
The Plaintiff is a Besloten Vennootschap formed under the laws of the Netherlands, with
its principal place of business located in the Netherlands. Id. at ¶ 12. In November 2024, the
Plaintiff changed its name from Miya Water Projects Netherlands B.V. to Water Justice for
Puerto Rico B.V. Id.
Defendant Moonshot is a nonprofit formed under the laws of Maryland, with its principal
office located in Bethesda, Maryland. Id. at ¶ 14.
Defendant George Hawkins is the President and CEO of Moonshot is domiciled in
Bethesda, Maryland. Id. at ¶ 15.
1 The facts recited in this memorandum opinion are taken from the complaint; the Xylem Defendants’
motion to dismiss, and the memorandum in support thereof; the Moonshot Defendants’ motion to dismiss,
and the memorandum in support thereof; and the Plaintiff’s response in opposition thereto. ECF Nos. 1,
30, 30- 1, 31, 31 -1 and 34. Unless otherwise stated, the facts recited herein are undisputed.
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Defendant Xylem is a water technology corporation organized under the laws of Indiana,
with its principal office located in Washington, DC. Id. at ¶ 16.
Defendant Sensus is a corporation organized under the laws of Delaware, with its
principal office located in Morrisville, North Carolina, and it is a subsidiary of Xylem. Id. at ¶¶
6 and 17.
The RFQ
As background, in 2018 the Puerto Rico Public-Private Partnership Authority (the “P3
Authority”) and the Puerto Rico Aqueduct and Sewer Authority (“PRASA”) announced a new
public-private partnership project to upgrade the water infrastructure in Puerto Rico (the
“Project”), to address Puerto Rico’s long-standing problems with its water system. Id. at ¶ 31.
The Project required final approval from the Financial Oversight and Management Board for
Puerto Rico (the “FOMB”), which oversees Puerto Rico’s budget. Id. at ¶ 7; see also 48 U.S.C.
§ 2121 (establishing the FOMB).
In March 2018, PRASA and the P3 Authority published a desirability and convenience
study for the Project, which provides the rationale for the Project and the desired component of
the Project as follows:
a. 	First, the project would replace the island’s aging water metering
system with new, wireless, smart meters that would accurately
measure water usage. This would allow for remote meter readings at
the district and household level, as well as for the elimination of
reading estimations.
b. 	Second, the project would involve advanced analytics that would
aggregate and analyze the information taken from the smart meters,
enabling more efficient and reliable revenue collection. The new
technology would pinpoint water leaks and provide critical analytics
about infrastructure usage, allowing PRASA to make more informed
investment decisions and reduce its levels of nonrevenue water.
c. 	Third, the project would integrate the new metering systems with
billing, collections, and the infrastructure for managing customer
relationships. Using the metering data, the contractor would, for
example, 	modify 	billing 	schedules, 	manage 	and 	execute 	new
collection protocols, and develop new customer service procedures.
The Desirability and Convenience Study forecasted that the project
would allow it to increase the rate of collection, reduce the average
time for resolution of customers’ claims, and lead to an overall
improvement in customer satisfaction.
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d. 	Fourth, the increased revenues generated by the project would allow
PRASA to make capital improvements in its water infrastructure,
reducing physical water losses through leaks and other infrastructure
failures. In turns, these improvements would not only improve
customer satisfaction, they would further reduce the proportion of
nonrevenue water, increasing PRASA’s net revenues and creating the
possibility of a virtuous cycle of reinvestment into Puerto Rico’s water
infrastructure.
Id. at ¶ 33 (emphasis removed). The desirability and convenience study also estimates the
Project’s net profits between $560 and $650 million over a fifteen-year term. Id. at ¶ 34.
In June 2018, PRASA and the P3 Authority issued a Request for Qualifications (“RFQ”)
for the Project, entitled “Optimizing PRASA’s Metering Infrastructure and Customer Service
Experience.” Id. at ¶ 36; see also ECF No. 39-2 (RFQ). Section 1.9.2 of the RFQ provides that
PRASA and the P3 Authority “reserve the right to modify or terminate this procurement process
at any stage if [they] determine such action to be in their best interests.” ECF No. 39-2 at J.R.
23; see also ECF No. 39-3 at J.R. 71 (“[T]he Request for Proposals for the Project provided for
the Authority’s power to terminate the procurement process, at any time . . . .”). The RFQ also
provides that:
Neither the [P3] Authority, the [P3] Committee (as defined herein), nor
PRASA accept liability for the costs and expenses incurred by any Proponent
or Contractor in responding to this RFQ and subsequent RFP, responses to
clarification 	requests 	and 	re-submittals, 	interviews 	(if 	applicable), 	and
subsequent negotiations. Each Proponent that participates in the procurement
process outlined in this document shall prepare the required materials and
submittals at its own expense and with the express understanding that no
claim whatsoever for reimbursement from the PPP Committee, the PPP
Authority or PRASA for the costs and expenses associated with the process
can be made.
ECF No. 39-2 at J.R. 23. Five bidders responded to the RFQ, including the Plaintiff,
which was then known as Miya, and the IBT (the “IBT Team”) and the BLU WATER
Consortium. 	ECF No. 1 at ¶ 37. 	In September 2018, the P3 Authority notified four
bidders, including the IBT Team and the BLU WATER Consortium, that they had been
selected to proceed to the RFP stage. Id. at ¶ 38.
The RFP
On September 26, 2018, the P3 Authority and PRASA issued a Request for Proposals (the
“Original RFP”) for the Project. Id. at ¶¶ 2, 31 and 39. “[T]he Original RFP called for the
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installation of state-of-the-art ‘smart’ water meters, along with the implementation of advanced
analytics to take full advantage of the new meters and integrate them into PRASA’s billing,
collections, and customer relationship processes.” Id. at ¶ 2. In January 2019, the IBT Team
submitted its indicative response to the Original RFP. Id. at ¶ 40.
On February 15, 2019, PRASA and the P3 Authority notified the IBT Team that it had
been selected as one of the two finalists for the Original RFP, along with the BLU WATER
Consortium. Id. at ¶ 41. PRASA and the P3 Authority then gave the IBT Team and the BLU
WATER Consortium several months to develop a final RFP Response. Id. at ¶ 42.
Shortly thereafter, the IBT Team was able to secure $275 million in financing from JP
Morgan Chase. Id. at ¶ 43. And so, the IBT Team submitted its final response to the Original
RFP on July 17, 2019. 	Id. at ¶ 44.
On August 12, 2019, the P3 Authority notified the IBT Team that it had been selected as
the “Preferred Proponent” for the metering project. Id. at ¶ 45. And so, the IBT Team continued
to work toward advancing the metering project from August 12, 2019, until December 2021. Id.
at ¶ 46.
But, on October 15, 2020, the FOMB informed the IBT Team that it had concerns
regarding the Project and, shortly thereafter, the FOMB communicated to the P3 Authority that it
would not recommend the approval of the Project as structured. Id. at ¶¶ 63 and 73. And so, on
February 18, 2021, the P3 Authority notified the IBT Team that the scope of work for the Project
would need to be adjusted and that the IBT Team would need to submit a revised fee structure
and project scope. Id. at ¶ 74.
The IBT Team submitted a revised pricing proposal on July 21, 2021, and a final revised
proposal on September 8, 2021. Id. at ¶ 75. Nonetheless, on December 2, 2021, the P3
Authority notified the IBT Team via letter that it was cancelling the Original RFP. Id. at ¶ 76.
And so, PRASA issued the Revised RFP for a project for the replacement of Puerto Rico’s water
meters, on January 4, 2022. Id. at ¶ 77.
The Plaintiff’s Allegations
The Plaintiff alleges in Count I of the complaint that the Moonshot Defendants tortiously
interfered with its business contract, because the Moonshot Defendants were aware of its
business relationship with the P3 Authority with regards to the RFP, and the Moonshot
Defendants “intentionally, unjustifiably, and improperly interfered with [that] business
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relationship. Id. at ¶ 85 . Specifically, the Plaintiff allege that the Moonshot Defendants
interfered with its business relationship with the P3 Authority by:
a. 	conceal[ing] their connections to [the Xylem Defendants] in certifying to
the FOMB that they had no conflicts of interest to allow them to obtain the
position of “independent” contractor to the FOMB; and
b. 	deliberately [giving] information to the FOMB that was false, misleading,
and/or 	intended 	to 	disparage 	the 	IBT 	Team’s 	bid 	and 	achieve 	the
cancellation 	of 	the 	project, 	under 	the 	false 	guise 	of 	a 	supposedly
“independent” evaluation of the IBT Team’s proposal.
Id. at ¶¶ 83-86. Given this, the Plaintiff contends that the IBT Team would have concluded a
binding, enforceable P3 Agreement with the P3 Authority to carry out the metering project as
envisioned in the Original RFP, had the Moonshot Defendants not interfered with the IBT Team’s
business relationship with the P3 Authority. Id. at ¶ 87.
In Count II of the complaint, Plaintiff alleges a claim of tortious interference with a
business contract against the Xylem Defendants. Id. at ¶¶ 89-94. Specifically, the Plaintiff
alleges that the Xylem Defendants “obtained advanced warning about the Revised RFP from [the
Moonshot Defendants and], immediately swung into action with a bid for the Revised RFP.” Id.
at ¶ 79. The Plaintiff also alleges that the Xylem Defendants “gave false or misleading
information about [the IBT Team] to individuals at the P3 Authority, PRASA, and/or Arcadis”
and that “[t]hey did so with the specific intent of inducing the P3 Authority to cancel the Original
RFP and end its business relationship with the IBT Team and steering the project back to [the
Xylem Defendants].” Id. at ¶ 92. And so, the Plaintiff alleges that it would have concluded a
binding, enforceable P3 Agreement, but for the Xylem Defendants’ interference. Id. at ¶ 93. The
Plaintiff also alleges that the Xylem Defendants “rendered substantial assistance to [the
Moonshot Defendants] in committing tortious interference with business relationship” in Count
III of the complaint. Id. at ¶ 98.
In addition, in Count IV of the complaint, Plaintiff alleges that the Moonshot Defendants
aided and abetted the Xylem Defendants tortious interference of a business relationship by
“[feeding] information learned through their contracting with the FOMB to [the Xylem
Defendants] in order to allow those entities to more effectively lobby for the cancellation of the
Original IBT.” Id. at ¶ 103.
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Lastly, in Count V of the complaint, Plaintiff alleges that the Moonshot Defendants
conspired with the Xylem Defendants “by reaching an agreement with each other to wrongfully
induce the cancellation of the Original RFP by feeding false or misleading information to the
FOMB, the P3 Authority, PRASA, and/or Arcadis.” Id. at ¶ 107. In this regard, the Plaintiff
alleges that the Defendants “committed numerous overt acts in furtherance of the conspiracy”
including, among other things:
• 	The Moonshot Defendants concealed their connections to the Xylem
Defendants in certifying to the FOMB that they had no conflicts of
interest to allow them to obtain the position of “independent”
contractor to the FOMB and recommend against the approval of the
water metering project.
• 	The Xylem Defendants fed false and misleading information about
Miya and IBT to the authorities through other channels to achieve
the cancellation of the Original RFP and the issuance of the Revised
RFP.
Id. at ¶ 108. And so, the Plaintiff seeks, among other things, to recover compensatory and
punitive damages from the Defendants. Id. at Prayer for Relief.
B. 	Procedural History
On November 27, 2024, Plaintiff filed the complaint. ECF No. 1. On March 21, 2025, the
Xylem Defendants filed a motion to dismiss the complaint, pursuant to Fed. R. Civ. P. 12(b)(2)
and (b)(6), and a memorandum in support thereof. ECF Nos. 30 and 30-1. On March 21, 2025,
the Moonshot Defendants filed a motion to dismiss the complaint, pursuant to Fed. R. Civ. P.
12(b)(6), and a memorandum in support thereof. ECF Nos. 31 and 31-1.
On April 21, 2025, Plaintiff filed a response in opposition to the Defendants’ motions to
dismiss. ECF No. 34. On May 5, 2025, the Moonshot Defendants filed their reply brief. ECF
No. 37.
On May 12, 2025, the Xylem Defendants filed their reply brief. ECF No. 38. On May 19,
2025, the Moonshot Defendants filed a motion to seal Exhibits 1,4 and 7 of the Joint Record of
Exhibits relating to the Moonshot Defendants motion to dismiss. ECF No. 43.
The Defendants’ respective motions to dismiss having been fully briefed, the Court
resolves the pending motions.
III. 	LEGAL STANDARDS
A. Fed. R. Civ. P. 12(b)(2)
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A motion to dismiss for lack of personal jurisdiction, brought pursuant to Fed. R. Civ. P.
12(b)(2), “raises an issue for the [C]ourt to resolve, generally as a preliminary matter.” Grayson
v. Anderson, 816 F.3d 262, 267 (4th Cir. 2016). The burden is “on the plaintiff ultimately to
prove the existence of a ground for jurisdiction by a preponderance of the evidence.” Combs v.
Bakker, 886 F.2d 673, 676 (4th Cir. 1989). To do so, “a plaintiff need only make a prima facie
showing of personal jurisdiction to survive the jurisdictional challenge.” Grayson, 816 F.3d at
268. When deciding a motion brought pursuant to Fed. R. Civ. P. 12(b)(2), the Court may “rule
solely on the basis of motion papers, supporting legal memoranda, affidavits, and the allegations
in the complaint.” State v. Exxon Mobil Corp., 406 F. Supp. 3d 420, 437 (D. Md. 2019) (citation
omitted). And so, the Court must consider all disputed facts and make reasonable inferences in
favor of the plaintiff in determining whether the plaintiff has made the requisite showing that the
Court possesses personal jurisdiction over a defendant. See id. “Under such circumstances,
courts must construe all relevant pleading allegations in the light most favorable to the plaintiff,
assume credibility, and draw the most favorable inferences for the existence of jurisdiction.”
New Wellington Fin. Corp. v. Flagship Resort Dev. Corp., 416 F.3d 290, 294 (4th Cir. 2005)
(citation modified).
To assert personal jurisdiction over a non-Maryland resident defendant, two conditions
must be satisfied: (1) the exercise of jurisdiction must be authorized under the State’s long-arm
statute and (2) the exercise of jurisdiction must comport with the due process requirements of the
Fourteenth Amendment. Carefirst of Md., Inc. v. Carefirst Pregnancy Ctrs., Inc., 334 F.3d 390,
396 (4th Cir. 2003) (citation omitted). Relevant here, Section 6-103(b) of the Maryland long-
arm statute confers jurisdiction over an out-of-state defendant when his agent “[c]auses tortious
injury in the State or outside of the State by an act or omission outside the State if he regularly
does or solicits business, engages in any persistent course of conduct in the State or derives
substantial revenue from . . . services . . . in the state.” Md. Code Ann., Cts. & Jud. Proc. § 6-
103(b)(4). Maryland courts have “long-established that personal jurisdiction may be
exercised over a nonresident defendant on the basis of the actions of the nonresident defendant’s
agent.” Mackey v. Compass Mktg. Inc., 892 A.2d 479, 484 (Md. 2006). In this regard, courts
have applied the conspiracy theory of personal jurisdiction to the application of the Maryland
long-arm statute, permitting the Court “to exercise personal jurisdiction over a nonresident
defendant without sufficient contacts with the forum if the nonresident defendant was part of a
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conspiracy that committed jurisdictionally sufficient acts within the forum.” Ohio Learning
Ctrs., LLC v. Sylvan Learning, Inc., No. CIV.A. RDB-10-1932, 2012 WL 1416905, at *5 (D. Md.
Apr. 24, 2012) (citing Mackey, 892 A.2d at 484).
To establish specific personal jurisdiction on under the conspiracy theory of personal
jurisdiction, the complaint must allege facts that show that:
(1) 	two or more individuals conspire to do something
(2) 	that they could reasonably expect to lead to consequences in a
particular forum, if
(3) 	one 	co-conspirator 	commits 	overt 	acts 	in 	furtherance 	of 	the
conspiracy, and
(4) 	those acts are of a type which, if committed by a non-resident, would
subject the non-resident to personal jurisdiction under the long-arm
statute of the forum state, then those overt acts are attributable to the
other 	co-conspirators, 	who 	thus 	become 	subject 	to 	personal
jurisdiction in the forum, even if they have no direct contacts with the
forum.
Mackey, 892 A.2d at 486 (citation omitted). Given this, “it is an inescapable constitutional
requirement that a plaintiff must first make a prima facie claim that a conspiracy existed before a
defendant is hailed into a foreign court based on the conspiracy theory of personal jurisdiction.”
Ohio Learning Ctrs., 2012 WL 1416905, at *5.2 Once the Court has established that the
Maryland long-arm statute confers personal jurisdiction, the Court must also consider whether
the exercise of jurisdiction over the Defendants would violate the Due Process Clause of the
Fourteenth Amendment to the United States Constitution. Carefirst of Md., 334 F.2d at 396. In
this regard, Maryland courts “have consistently held that the State’s long-arm statute is
2 Courts that have approved the exercise of long-arm jurisdiction pursuant to the “conspiracy theory of
personal jurisdiction consistently require a threshold showing that a conspiracy existed and that the
defendants participated therein. McLaughlin v. McPhail, 707 F.2d 800, 807 (4th Cir. 1983) (citation
omitted). “[T]o properly assert a civil conspiracy claim, it is necessary for a plaintiff to first plead the
existence of a combination of two or more persons by an agreement or understanding to accomplish an
unlawful act or to use unlawful means to accomplish an act not in itself illegal, with the further
requirement that the act or means employed must result in damages to the plaintiff. Ohio Learning Ctrs.,
LLC v. Sylvan Learning, Inc., No. CIV.A. RDB-10-1932, 2012 WL 1416905, at *5 (D. Md. Apr. 24, 2012)
(citation modified). And so, conclusory allegations without supporting facts demonstrating an agreement
or understanding between the two persons is insufficient to support the Court’s exercise of personal
jurisdiction under a conspiracy theory of personal jurisdiction. See id. at *6.
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coextensive with the limits of personal jurisdiction set by the due process clause of the
Constitution.” Id. And so, the Court’s jurisdiction over a non-Maryland resident comports with
due process if the defendant has “minimum contacts” with the forum, such that exercise of
jurisdiction “does not offend traditional notions of fair play and substantial justice.” Int’l Shoe
Co. v. Washington, 326 U.S. 310, 316 (1945) (citation modified).
In addition, the “minimum contacts” analysis can be established either through general
jurisdiction—arising from a defendant’s contacts with a forum state which are so systematic and
continuous as to essentially place the defendant “at home”—or specific jurisdiction—arising
from an “affiliation between the forum and the underlying controversy.” Ark. Nursing Home
Acquisition, LLC v. CFG Cmty. Bank, 460 F. Supp. 3d 621, 639 (D. Md. 2020) (quoting Bristol-
Myers Squibb Co. v. Superior Ct. of Cal., 582 U.S. 255, 262-63 (2017)). Relevant here, specific
jurisdiction requires consideration of: “(1) the extent to which the defendant has purposefully
availed itself of the privilege of conducting activities in the state; (2) whether the plaintiffs’
claims arise out of those activities directed at the state; and (3) whether the exercise of personal
jurisdiction would be constitutionally ‘reasonable.’” Carefirst of Md., 334 F.2d at 397 (citation
omitted). And so, the Fourth Circuit has recognized that one factor indicating “purposeful
availment” is whether the defendant “reached into the forum state to solicit or initiate business.”
Ark. Nursing Home Acquisition, 460 F. Supp. 3d at 639-40 (quoting Consulting Eng’rs Corp. v.
Geometric Ltd., 561 F.3d 273, 278 (4th Cir. 2009)).
B. Fed. R. Civ. P. 12(b)(6)
To survive a motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), a complaint must
allege enough facts to state a plausible claim for relief. Ashcroft v. Iqbal, 556 U.S. 662, 678
(2009) (citing Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). A claim is plausible when
“the plaintiff pleads factual content that allows the [C]ourt to draw the reasonable inference that
the defendant is liable for the misconduct alleged.” Id. (citing Twombly, 550 U.S. at 556). When
evaluating the sufficiency of a plaintiff’s claims under Fed. R. Civ. P. 12(b)(6), the Court accepts
the factual allegations in the complaint as true and construes them in the light most favorable to
the plaintiff. Nemet Chevrolet, Ltd. v. Consumeraffairs.com, Inc., 591 F.3d 250, 253 (4th Cir.
2009); Lambeth v. Bd. of Comm’rs of Davidson Cnty., 407 F.3d 266, 268 (4th Cir. 2005)
(citation omitted). But, the complaint must contain more than “legal conclusions, elements of a
cause of action, and bare assertions devoid of further factual enhancement.” Nemet Chevrolet,
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591 F.3d at 255. And so, the Court should grant a motion to dismiss for failure to state a claim if
“it is clear that no relief could be granted under any set of facts that could be proved consistent
with the allegations.” GE Inv. Private Placement Partners II, L.P. v. Parker, 247 F.3d 543, 548
(4th Cir. 2001) (quoting H.J. Inc. v. Nw. Bell Tel. Co., 492 U.S. 229, 249-50 (1989)).3
C. Tortious Interference With Business Relationship
To state a claim for tortious interference with a business relationship under Puerto Rico
law, the complaint must allege facts that show: (1) the existence of a contract with which a third
party interferes; (2) that there is fault; (3) that the third party caused damage to the plaintiff; and
(4) that the damage is a consequence of the third party’s culpable conduct, that is, that the causal
link must be between the act of the third party and its effect on the injured party. Gen. Off.
Prods. v. A.M. Capen’s Sons, 115 D.P.R. 553, 558 (1984); Dolphin Int’l of P.R. v. Ryder Truck
Lines, 127 D.P.R. 869 (1991). In this regard, Puerto Rican courts have held that, “[r]egarding the
first element, we have stated that if what is affected is an expectation or a beneficial economic
relationship, without a contract, an action for damages due to culpable interference is not
admissible.” Batista Valentin v. Batista Valentin, 2025 TSPR 93 (P.R. Oct. 1, 2025) (citing Gen.
Office Prods., 115 D.P.R. at 559).
To state a claim for tortious interference with a business relationship under Florida law,
the complaint must allege facts that show: “(1) the existence of a business relationship, not
necessarily evidenced by an enforceable contract, under which the plaintiff has legal rights; (2)
the defendant’s knowledge of the relationship; (3) an intentional and unjustified interference with
the relationship by the defendant; and (4) damage to the plaintiff as a result of the interference.”
Treco Int’l S.A. v. Kromka, 706 F. Supp. 2d 1283, 1289 (S.D. Fla. 2010) (citation omitted). In
this regard, Florida courts have held that while “[a] protected business relationship need not be
evidenced by an enforceable contract [,]. . . the alleged business relationship must afford the
plaintiff existing or prospective legal or contractual rights.” Ethan Allen, Inc. v. Georgetown
Manor, Inc., 647 So. 2d 812, 814 (Fla. 1994) (citation modified) (denying a claim for tortious
interference with business relationship where party “had no identifiable agreement with its past
3 The United States Court of Appeals for the Fourth Circuit has held that the Court may consider
documents beyond the complaint when considering a motion to dismiss under Rule 12(b)(6), if the
documents are “explicitly incorporated into the complaint by reference,” or are “integral to the complaint
and there is no dispute about the document’s authenticity.” Goines v. Valley Cmty. Servs. Bd., 822 F.3d
159, 166 (4th Cir. 2016) (citing Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322 (2007)).
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customers that they would return” for future business); see also St. Johns River Water Mgmt.
Dist. v. Fernberg Geological Servs., Inc., 784 So. 2d 500, 505 (Fla. Dist. Ct. App. 2001) (holding
that even where the plaintiff had completed first phase of a multi-phase contract, the plaintiff
failed to establish a protected business relationship when later phases required funding that
remained undecided and uncertain). This Court has also held that the statute of limitations for a
tortious interference with contractual relations claim accrues upon the date the contract is
breached or terminated. See J.E. Dunn Const. Co. v. S.R.P. Dev. Ltd. P’ship, 115 F. Supp. 3d 593,
615 (D. Md. 2015) (citing cases).
D. Choice Of Law
Lastly, this Court has held that “[f]ederal courts sitting in diversity must apply the
substantive law of the forum state, including the forum state’s choice of law rules.” Smith v.
MTD Prod., Inc., No. CV CCB-19-1592, 2019 WL 5538273, at *2 (D. Md. Oct. 24, 2019)
(quoting Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496-97 (1941)). Given this, “[f]or
claims in tort, Maryland follows the lex loci delicti rule.” Id. (citation omitted); see Philip
Morris, Inc. v. Angeletti, 752 A.2d 200, 230 (Md. 2000).
The Court has also held that “[w]here the events giving rise to a tort action occur in more
than one State,” the Court must “apply the law of the State where the injury—the last event
required to constitute the tort—occurred.” Smith v. MTD Prod., Inc., No. CV CCB-19-1592,
2019 WL 5538273, at *2 (D. Md. Oct. 24, 2019) (citation omitted). In addition, the United
States Court of Appeals for the Fourth Circuit has explained that the doctrine of “lex loci delicti
recognizes the legitimate interests which the [state where the harm occurred] has in the incidents
of the act giving rise to the injury.” Id. (citation omitted). And so, “[t]he place of injury is the
place where the injury was suffered, not where the wrongful act took place.” Johnson v. Oroweat
Foods Co., 785 F.2d 503, 511 (4th Cir. 1986) (citation omitted); see M-Edge Accessories LLC v.
Amazon.com Inc., Case No. MJG-11-3332, 2013 WL 50251, at *3 (D. Md. Jan. 2, 2013) (“[T]he
place of injury is considered to be the place where the actual damage occurs, even if the conduct
resulting in the injury occurred in another state.”).
Where the alleged injuries are economic, rather than personal, Maryland courts
traditionally consider injuries to occur where the injured party resides. Gorby v. Weiner, No.
CIV.A. TDC-13-3276, 2014 WL 4825962, at *4 (D. Md. Sept. 23, 2014); Starr v. VSL Pharms.,
Inc., 509 F. Supp. 3d 417, 458 (D. Md. 2020); 21 M.L.E. Torts § 2 (“The place of injury means
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the place where the injury was suffered rather than the place where the wrongful act took
place[.]”); Terry v. Corp. Am. Fam. Credit Union, No. JKB-19-1065, 2019 WL 5065183, at *7
(D. Md. Oct. 9, 2019) (“The Court concludes that Maryland should be regarded as the place of
any injury to the [plaintiffs] because this is the state in which they reside, and it is logical that
they have suffered economic injury where they live, where they can be sued for debt collection,
and where they might claim injury to their credit ratings.”). But, Maryland courts have not
explicitly addressed “the proper application of lex loci delicti in cases where the wrongful
conduct in one jurisdiction causes pecuniary loss or injury to the plaintiff in another
jurisdiction.” Menk v. MITRE Corp., 713 F. Supp. 3d 113, 183 (D. Md. 2024) (citation omitted).
And so, in such cases, this Court has applied the law of the jurisdiction where the alleged
wrongful act occurred, rather than where the alleged loss was felt. Cremi v. Brown, 955 F. Supp.
499, 522 (D. Md. 1997) (applying Texas law to the plaintiffs’ claims common law claims of
breach of fiduciary duty, negligence, negligent misrepresentation, and fraud, because Texas was
where the alleged misrepresentations and omission by the defendants occurred, rather than
applying the law where the plaintiff’s resided—Mexico); Menk, 713 F. Supp. 3d at 183 (“Guided
by Cremi, the court finds that the place of wrong is where the alleged wrongful discharge took
place, which is Virginia” rather than in Maryland, the plaintiffs’ home states where the alleged
injuries/harms occurred.); Carroll v. Walden Univ., LLC, 650 F. Supp. 3d 342, 368 (D. Md. 2022)
(“Based on guidance from Cremi, and the allegations in the [c]omplaint, the court finds that in
this case where the alleged wrongful conduct occurred in a different jurisdiction than where the
loss was felt, the place of the injury is where the wrong occurred (Minnesota) not where the loss
was felt (North Carolina, Louisiana, and Virginia).”).
IV. 	ANALYSIS
The Xylem Defendants have moved to dismiss the claims brought against them in this
case, pursuant to Fed. R. Civ. P. 12(b)(2) and (b)(6), upon the following five grounds: (1) the
Court lacks personal jurisdiction over them; (2) the Plaintiff fails to state a plausible tort of
tortious interference with a business relationship claim against them, because Puerto Rico law
applies to the Plaintiff’s claims and that law does not recognize the tort of tortious interference
with a business relationship absent a contractual agreement; (3) even if Florida law or Maryland
law apply to the Plaintiff’s tortious interference with a business relationship claim, the claim still
fails, because the Plaintiff fails to plead a business relationship and malicious or unjustified
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interference, or defamatory or injurious falsehoods; (4) the Plaintiff fails to state a claim for
aiding and abetting tortious interference with a business relationship, because the Plaintiff fails to
state a claim for tortious interference with a business relationship and the Plaintiff has not pled
specific facts that give rise to a reasonable inference of actual knowledge of the alleged
wrongdoing to adequately plead aiding and abetting; and (5) the Plaintiff fails to state a claim for
conspiracy to interfere with a business relationship, because it fails to state a claim for tortious
interference with a business relationship and the Plaintiff’s conspiracy claim is based upon
speculation. ECF No. 30-1 at 15-37. And so, the Xylem Defendants request that the Court grant
their motion to dismiss and dismiss the claims brought against them in Counts II, III and V of the
complaint. Id. at 37.
The Moonshot Defendants have also moved to dismiss the claims brought against them in
this case, pursuant to Fed. R. Civ. P. 12(b)(6), upon the following grounds: (1) the Plaintiff fails
to state a claim for tortious interference with a business relationship, because Puerto Rico law
applies to this case and that law does not recognize the tort of tortious interference with a
business relationship absent the existence of a contract; (2) even if Florida law applies, the
Plaintiff fails to state a claim for tortious interference with business relationship, because the
complaint does not adequately alleged facts that show a business relationship, or to show
malicious or unjustified interference, and the alleged harm is not attributable to the Moonshot
Defendants; (3) the Plaintiff fails to state a claim for aiding and abetting tortious interference
with a business relationship and conspiracy to interfere with a business relationship, because the
Plaintiff fails to state a claim for tortious interference with business relationship; (4) the Plaintiff
fails to state a claim for aiding and abetting tortious interference, because the complaint lacks
facts to show that the Moonshot Defendants acted knowingly and substantially assist in the
underlying alleged tort; (5) the complaint lacks facts to show an agreement between co-
conspirators, which is required to state a claim for civil conspiracy; and (6) the Plaintiff’s claim
is time-barred, because the complaint was filed more than three years after the P3 Authority
informed the IBT Team of the need to adjust the project’s scope and to submit a new fee
structure on February 18, 2021. ECF No. 31-1 at 4-24. And so, the Moonshot Defendants
request that the Court grant its motion to dismiss and dismiss the claims against them in Count I,
IV and V. Id. at 27.
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In its response in opposition to the Defendants’ respective motions, the Plaintiff counters
that the Court should not dismiss this matter, because: (1) the complaint alleges sufficient facts to
establish specific personal jurisdiction over the Xylem Defendants; (2) the Plaintiff’s claims are
timely, because the complaint was filed within three years of the date that the Plaintiff was
notified of the decision to rescind the RFP–December 2, 2021; (3) Florida law applies to the
Plaintiff’s tortious interference with a business relationship claims, because IBT resides in
Florida and the economic injury of losing the RFP was felt in Florida; (4) the complaint also
states a claim for tortious interference with a business relationship, because the complaint
adequately pleads facts that show a business relationship between the Plaintiffs and the P3
Authority, and intentional and unjustified interference with that business relationship by the
Defendants; (5) the complaint states a claim for aiding and abetting tortious interference with a
business relationship, because the complaint sufficiently alleges the Defendants’ knowledge of
the tortious interference and that each of the Defendants “substantially assisted” each other in the
interference; and (6) the complaint states a claim for conspiracy to interfere with a business
relationship, because the complaint shows an agreement between the Defendants to interfere
with the Plaintiff’s contract for the Project and alleges overt acts in furtherance of that
interference. ECF No. 34 at 5-39. And so, the Plaintiff requests that the Court deny the
Defendants’ respective motions to dismiss.4 Id. at 40.
For the reasons set forth below, the Plaintiff has not met its burden to establish a prima
facie case to show that the Court may exercise personal jurisdiction over the Xylem Defendants.
But the Plaintiff has shown that its claims against the Moonshot Defendants are timely.
In addition, a careful reading of the complaint shows that Puerto Rico law applies to the
Plaintiff’s tort claims against the Moonshot Defendants. The factual allegations in the complaint
also make clear that the Plaintiff fails to state plausible claims for tortious interference with a
business relationship, aiding and abetting tortious interference with a business relationship and
conspiracy to interfere with a business, under Puerto Rican law, because it is undisputed that the
Plaintiff did not enter into a contract with the P3 Authority in connection with the Project. And
so, the Court: (1) GRANTS-in-PART the Moonshot Defendants’ motion to dismiss (ECF No.
30); (2) GRANTS-in-PART the Xylem Defendants’ motion to dismiss (ECF No. 31); (3)
4 In the alternative, the Plaintiff requests leave to amend the complaint. ECF No. 34 at 38-39.
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GRANTS Defendant Moonshot’s motion to seal (ECF No. 43); and (4) DISMISSES the
complaint.
A. The Court Lacks Personal Jurisdiction Over The Xylem Defendants
As an initial matter, the Xylem Defendants argue with persuasion that the Court lacks
personal jurisdiction over them in this case. To exercise personal jurisdiction over a non-
Maryland resident defendant, two conditions must be satisfied: (1) the exercise of jurisdiction
must be authorized under the State’s long-arm statute and (2) the exercise of jurisdiction must
comport with the due process requirements of the Fourteenth Amendment. Carefirst of Md., Inc.
v. Carefirst Pregnancy Ctrs., Inc., 334 F.3d 390, 396 (4th Cir. 2003) (citation omitted). Relevant
here, Section 6-103(b) of the Maryland long-arm statute confers jurisdiction over an out-of-state
defendant when his agent “[c]auses tortious injury in the State or outside of the State by an act or
omission outside the State if he regularly does or solicits business, engages in any persistent
course of conduct in the State or derives substantial revenue from . . . services . . . in the state.”
Md. Code Ann., Cts. & Jud. Proc. § 6-103(b)(4). Maryland courts have also “long-established
that personal jurisdiction may be exercised over a nonresident defendant on the basis of the
actions of the nonresident defendant’s agent.” Mackey v. Compass Mktg., 892 A.2d 479, 484
(Md. 2006). In this regard, courts have applied the conspiracy theory of personal jurisdiction to
the application of the Maryland long-arm statute, permitting the Court “to exercise personal
jurisdiction over a nonresident defendant without sufficient contacts with the forum if the
nonresident defendant was part of a conspiracy that committed jurisdictionally sufficient acts
within the forum.” Ohio Learning Ctrs., LLC v. Sylvan Learning, Inc., No. CIV.A. RDB-10-
1932, 2012 WL 1416905, at *5 (D. Md. Apr. 24, 2012) (citing Mackey, 892 A.2d at 484).
In this case, it is undisputed that the Xylem Defendants are not domiciled in, nor have a
principal places of business in, Maryland. ECF No. 1 at ¶¶ 16-17; ECF No. 30-1 at 17. And so,
this Court lacks general personal jurisdiction over the Xylem Defendants. See Carefirst of Md.,
Inc., Inc., 334 F.3d at 396.
The complaint and the undisputed facts of this case also make clear that the Court may
not exercise specific personal jurisdiction over the Xylem Defendants. Section 6-103(b) of the
Maryland long-arm statute confers jurisdiction over an out-of-state defendant when his agent
“[c]auses tortious injury in the State or outside of the State by an act or omission outside the
State if he regularly does or solicits business, engages in any persistent course of conduct in the
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State or derives substantial revenue from . . . services . . . in the state.” Md. Code Ann., Cts. &
Jud. Proc. § 6-103(b)(4). Courts have also applied the conspiracy theory of personal jurisdiction
to the application of the Maryland long-arm statute, thereby permitting the Court “to exercise
personal jurisdiction over a nonresident defendant without sufficient contacts with the forum if
the nonresident defendant was part of a conspiracy that committed jurisdictionally sufficient acts
within the forum.” Ohio Learning Ctrs., 2012 WL 1416905, at *5 (citing Mackey, 892 A.2d at
484).
To establish specific personal jurisdiction under the conspiracy theory of personal
jurisdiction, here, the complaint must allege facts that show that: (1) “two or more individuals
conspire to do something,” (2) “that they could reasonably expect to lead to consequences in a
particular forum, if” (3) “one co-conspirator commits overt acts in furtherance of the conspiracy,
and” (4) the acts if committed by a non-resident would subject the non-resident to personal
jurisdiction under the long arm-state of the forum state. Mackey, 892 A.2d at 486 (citations
omitted). But, “[i]t is an inescapable constitutional requirement that a plaintiff must first make a
prima facie claim that a conspiracy existed before a defendant is hailed into a foreign court based
on the conspiracy theory of personal jurisdiction.” Ohio Learning Ctrs., 2012 WL 1416905, at
*5; see also Mackey, 892 A.2d at 486 (citation omitted). “[T]o properly assert a civil conspiracy
claim, it is necessary for a plaintiff to first plead the existence of a combination of two or more
persons by an agreement or understanding to accomplish an unlawful act or to use unlawful
means to accomplish an act not in itself illegal, with the further requirement that the act or means
employed must result in damages to the plaintiff.” Ohio Learning Ctrs., 2012 WL 1416905, at
*5 (citation modified). And so, conclusory allegations without supporting facts demonstrating an
agreement or understanding between the two persons is insufficient to support the Court’s
exercise of personal jurisdiction under a conspiracy theory of personal jurisdiction. See id. at *6.
In this case, the complaint fails to allege facts that show that Section 6-103(b)(4) of the
Maryland long-arm statute applies to the Xylem Defendants, based upon a conspiracy claim
theory, for two reasons. First, a careful reading of the complaint shows that the Plaintiff fails to
allege facts to show that the Xylem Defendants conspired with the Moonshot Defendants to
tortiously interfere with its business interest in connection with the RFP. Notably, the complaint
contains only conclusory allegations that the Xylem Defendants and the Moonshot Defendants
conspired to feed false and misleading information to interfere with the RFP process. ECF No. 1
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¶¶ 1 and 7-8 and 50-64 (alleging conclusory allegations against the Xylem Defendants and
Moonshot Defendants of a conspiracy to mislead to exploit, and to make false statements to the
benefit of the Xylem Defendants and Moonshot Defendants and to the detriment of the Plaintiffs
with the goal of interfering with the RFP process). The complaint also lacks factual allegations
to show what false and misleading information the Defendants allegedly provided to the P3
Authority. See generally id. In addition, the Court also agrees with the Xylem Defendants that
the complaint fails to allege facts that show Defendant Hawkins’ alleged actions to interfere with
the Plaintiff’s business relations were unlawful or was used to achieve an unlawful act. See
generally id. Given this, the complaint lacks factual allegations to show that the Defendants
conspired together to interfere with the Plaintiff’s business relationship with the P3 Authority.
Second, the complaint fails to allege specific facts to show that one of the alleged co-
conspirators committed an overt action in Maryland in furtherance of the alleged conspiracy to
interfere with the Plaintiff’s business relationship during RFP process. In this regard, the
Plaintiff alleges in the complaint that the “Defendants began to communicate through calls,
emails, and texts about potential ways to undermine the IBT Team’s bid.” Id. at ¶ 49. While the
Plaintiff argues in its response in opposition to the Xylem Defendants’ motion to dismiss that the
Moonshot Defendants sent this communication “from their home base in Maryland,” the
allegations in the complaint only state that the Moonshot Defendants “began to communicate
through calls, emails, and texts about potential ways to undermine the [IBT Team’s] bid.” ECF
No. 34 at 3 and 8. And so, the allegations in the complaint, taken as true, are simply not
sufficient to show that any of the Defendants undertook these actions in Maryland. ECF No. 1 at
¶ 49; Hardwire, LLC v. Ebaugh, No. CV JKB-20-0304, No. SAG-18-2315, 2021 WL 3809078, at
*10 (D. Md. Aug. 26, 2021) (holding that the Plaintiff failed to establish conspiracy theory of
personal jurisdiction because, although the Maryland-based defendants “undoubtedly engaged in
a persistent course of conduct in the State,” the Plaintiff failed “to allege any specific overt acts
that the [Maryland-based defendants] [took] in furtherance of their conspiracy with [the out-of
state defendant] in Maryland”); see also Ultimate Outdoor Movies, LLC v. FunFlicks, LLC, 2019
WL 2233535, at *8 (D. Md. May 23, 2019) (holding allegations that Maryland-based co-
conspirators committed overt acts in furtherance of conspiracy sufficient to satisfy third element
of a conspiracy theory of personal jurisdiction).
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Because the allegations in the complaint, taken as true, are not sufficient to show that the
Moonshot Defendants and the Xylem Defendants conspired to interfere with the Plaintiff’s
business relationship with the P3 Authority in Maryland, the Court GRANTS-in-PART the
Xylem Defendants’ motion to dismiss (ECF No. 30) and DISMISSES the claims brought against
the Xylem Defendants in this case for lack of personal jurisdiction.5 Fed. R. Civ. P. 12(b)(2).
B. The Plaintiff’s Claims Are Timely
Turning to the Moonshot Defendants’ motion to dismiss, the Court observes as a
preliminary matter that the Plaintiff’s tortious interference with business relationship claims
against the Moonshot Defendants are timely under Maryland law. This Court has also held that
the statute of limitations for a tortious interference with contractual relations claim accrues upon
the date the contract is breached or terminated. See J.E. Dunn Const. Co. v. S.R.P. Dev. Ltd.
P’ship, 115 F. Supp. 3d 593, 615 (D. Md. 2015) (citing cases). In this case, the Plaintiff
commenced this civil action on November 27, 2024. ECF No. 1. The Plaintiff alleges in this
case, and it is undisputed by the Defendants, that it was formally notified by the P3 Authority of
the cancellation of the Original RFP on December 2, 2021. ECF No. 24 at 20-22. Given this,
the Plaintiff’s claims arose on December 2, 2021, and the Plaintiff must have brought its claims
in this case within three years of that date–December 2, 2024. See J.E. Dunn Const. Co., 115 F.
Supp. 3d at 615. Because the Plaintiff has done so, its claims are timely.
C. The Plaintiff Fails To State Plausible Tort Claims
While the Plaintiff’s tort claims are not time-barred, the Moonshot Defendants
persuasively argue that that Puerto Rico law applies to those claims and that the claims are, thus,
implausible. “For claims in tort, Maryland follows the lex loci delicti rule,” which states that
when “the events giving rise to a tort action occur in more than one State,” the Court must “apply
the law of the State where the injury—the last event required to constitute the tort—occurred.”
Smith, 2019 WL 5538273, at *2. And so, generally, “[t]he place of injury is the place where the
injury was suffered, not where the wrongful act took place.” Johnson v. Oroweat Foods Co., 785
F.2d 503, 511 (4th Cir. 1986); see M-Edge Accessories LLC v. Amazon.com Inc., Case No. MJG-
11-3332, 2013 WL 50251, at *3 (D. Md. Jan. 2, 2013) (“[T]he place of injury is considered to be
the place where the actual damage occurs, even if the conduct resulting in the injury occurred in
5 Because the Court lacks personal jurisdiction over the Xylem Defendants, the Court does not address the other
issues raised in the Xylem Defendants’ motion to dismiss.
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another state.”). Where the alleged injuries are economic, rather than personal, Maryland courts
traditionally consider injuries to occur where the injured party resides. Gorby v. Weiner, No.
CIV.A. TDC-13-3276, 2014 WL 4825962, at *4 (D. Md. Sept. 23, 2014); Starr v. VSL Pharms.,
Inc., 509 F. Supp. 3d 417, 458 (D. Md. 2020); 21 M.L.E. Torts § 2 (“The place of injury means
the place where the injury was suffered rather than the place where the wrongful act took
place[.]”); Terry v. Corp. Am. Fam. Credit Union, 2019 WL 5065183, at *7 (D. Md. Oct. 9, 2019)
(“The Court concludes that Maryland should be regarded as the place of any injury to the
[plaintiffs] because this is the state in which they reside, and it is logical that they have suffered
economic injury where they live, where they can be sued for debt collection, and where they
might claim injury to their credit ratings.”). Maryland courts have not, however, explicitly
addressed “the proper application of lex loci delicti in cases where the wrongful conduct in one
jurisdiction causes pecuniary loss or injury to the plaintiff in another jurisdiction.” Menk v.
MITRE Corp., 713 F. Supp. 3d 113, 183 (D. Md. 2024) (citation omitted). And so, in such cases,
this Court has applied the law of the jurisdiction where the alleged wrongful act occurred, rather
than where the alleged loss was felt. Cremi v. Brown, 955 F. Supp. 499, 522 (D. Md. 1997)
(applying Texas law to the plaintiffs’ claims common law claims of breach of fiduciary duty,
negligence, negligent misrepresentation, and fraud, because Texas was where the alleged
misrepresentations and omission by the defendants occurred, rather than applying the law where
the plaintiff’s resided—Mexico); Menk, 713 F. Supp. 3d at 183 (“Guided by Cremi, the court
finds that the place of wrong is where the alleged wrongful discharge took place, which is
Virginia” rather than in Maryland, the Plaintiffs’ home states where the alleged injuries/harms
occurred.); Carroll v. Walden Univ., LLC, 650 F. Supp. 3d 342, 368 (D. Md. 2022) (“Based on
guidance from Cremi, and the allegations in the complaint, the court finds that in this case where
the alleged wrongful conduct occurred in a different jurisdiction than where the loss was felt, the
place of the injury is where the wrong occurred (Minnesota) not where the loss was felt (North
Carolina, Louisiana, and Virginia).”).
Applying the above standards to the facts of this case, the Court is satisfied that the
appropriate choice of law for this tort dispute is the law of Puerto Rico. The factual allegations
in the complaint make clear that the alleged tortious conduct occurred in Puerto Rico. Notably,
the factual allegations in the complaint show that the Project involved replacing water meters in
Puerto Rico, the RFQ was issued in Puerto Rico, by the Puerto Rican Government, and the
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contract to be awarded under the RFP was to be construed under the laws of Puerto Rico.6 ECF
No. 37 at 5; ECF No. 39-2 at 35. Given these undisputed facts, this case is distinguishable from
other cases where the Court has held that the plaintiff suffers economic injury in the place where
they reside, because the factual allegations in the complaint show that any injury to the Plaintiff
resulting from the alleged actions of the Defendants occurred in Puerto Rico, where the Plaintiff
sought to work on the Project. Cremi, 955 F. Supp. at 522 (applying Texas law to the plaintiffs’
claims common law claims because Texas was where the alleged misrepresentations and
omission by the defendants occurred). And so, Court will apply the law of Puerto Rico in this
case.
The complaint also makes clear that the Plaintiff’s tort claims must fail when the law of
Puerto Rico is applied to those claims. To state a claim for tortious interference with a business
relationship under Puerto Rico Law, the complaint must allege facts that show: (1) the existence
of a contract with which a third party interferes; (2) that there is fault; (3) that the third party
caused damage to the Plaintiff; and (4) that the damage is a consequence of the third party’s
culpable conduct, that is, that the causal link must be between the act of the third party and its
effect on the injured party. Gen. Off. Prods. v. A.M. Capen’s Sons, 115 D.P.R. 553, 558 (1984).
Puerto Rican courts have held that “[r]egarding the first element, we have stated that if what is
6 The Plaintiff also argues without persuasion that that the Court should apply Florida law in this case.
While it is undisputed that the Plaintiff’s assignor, IBT, resides in Florida, the Plaintiff points to no case
law to support its view that the Court should apply the law of the forum where the assignor of the injured
party resides in a tort case. See generally ECF No. 34. More importantly, even if Florida law applies, the
Plaintiff’s tort claims remain problematic. To state a claim for tortious interference with a business
relationship under Florida law, the complaint must allege facts that show: “(1) the existence of a business
relationship, not necessarily evidenced by an enforceable contract, under which the plaintiff has legal
rights; (2) the defendant’s knowledge of the relationship; (3) an intentional and unjustified interference
with the relationship by the defendant; and (4) damage to the plaintiff as a result of the interference.”
Treco Int’l S.A. v. Kromka, 706 F. Supp. 2d 1283, 1289 (S.D. Fla. 2010) (citation omitted). But the
complaint fails to allege any facts to show the existence of a business relationship under which the
Plaintiff had any legal rights. It is undisputed that the Plaintiff submitted a bid on a potential contract
with the P3 Authority and it was not awarded a contract. The RFQ also provides that the Puerto Rican
authorities were not liable “for the costs and expenses incurred by any Proponent or Contractor in
responding to this RFQ and subsequent RFP, responses to clarification requests and re-submittals,
interviews (if applicable), and subsequent negotiations” and that “[e]ach Proponent that participates in
the procurement process outlined in this document shall prepare the required materials and submittals at
its own expense and with the express understanding that no claim whatsoever for reimbursement from the
PPP Committee, the PPP Authority or PRASA for the costs and expenses associated with the process can
be made.” ECF No. 39-2 at J.R. 23.
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affected is an expectation or a beneficial economic relationship, without a contract, an action for
damages due to culpable interference is not admissible.” Batista Valentin v. Batista Valentin,
2025 TSPR 93 (P.R. Oct. 1, 2025) (citing Gen. Office Prods., 115 D.P.R. at 559).
In this case, the complaint makes clear that the Plaintiff’s tort claims are not plausible,
because it had no contract with the P3 Authority in connection with the Project. In this regard, it
is undisputed that the Plaintiff did not have a contractual relationship with the P3 Authority
and/or PRASA at the time of the cancellation of the Original RFP. See ECF No. 1 at ¶ 45 (the
Plaintiff was named as the “Preferred Proponent”); ECF No. 1 at ¶ 69 (“After IBT and Miya
were named as Preferred Proponent in August 2019, the next step was to negotiate a P3
Agreement with the P3 Authority.”). Rather, the factual allegations in the complaint show that
the P3 Authority notified the IBT Team that it had been selected as the “Preferred Proponent” for
the metering project on August 12, 2019, and that the IBT Team continued to work toward
advancing the metering project from August 12, 2019, until December 2021. ECF No. 1 at ¶ 46.
The complaint also makes clear that the P3 Authority notified the IBT Team via letter that it was
cancelling the Original RFP on December 2, 2021. Id. at ¶ 76. And so, there is no dispute that
the Plaintiff did not execute a contract with the P3Authority and PRASA for the Project. See id.
at ¶¶ 45 and 69.
The absence of a contractual relationship with either the P3Authority and/or PRASA is
fatal to the Plaintiff’s tort claims under the law of Puerto Rico. Gen. Office Prods., 115 D.P.R. at
558. Because the Plaintiff fails to state a plausible claim for tortious interference with business
relationship under Puerto Rican law, it similarly fails to state plausible claims for aiding and
abetting tortious interference with business relationship and conspiracy to interfere with a
business relationship against the Moonshot Defendants. Futura Dev. of P.R., Inc. v. Estado Libre
Asociado de P.R., 276 F. Supp. 2d 228, 242 (D.P.R. 2003) (“[T]he existence of a contract is an
indispensable requirement in tortious interference actions.”). And so, the Court must DISMISS
these claims. Fed. R. Civ. P. 12(b)(6).
D. The Court Grants The Moonshot Defendants’ Motion To Seal
As a final matter, the Court will grant the Moonshot Defendants’ motion to seal Exhibits
1, 4 and 7 to the Joint Record in this case, because these documents contain confidential
information that is subject a Protective Order in a prior litigation. ECF No. 43 at ¶ 2. No
objection to this motion has been filed. A careful review of the subject exhibits also shows that
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these documents contain confidential business information about the business dealings between
the Moonshot Defendants and Xylem Defendants. ECF No. 43 at ¶¶ 6-8. And so, the Court
GRANTS Defendant Moonshots’ motion to seal (ECF No. 43).
V. 	CONCLUSION
For the foregoing reasons, the Court:
(1) GRANTS-in-PART the Moonshot Defendants’ motion to dismiss (ECF No. 30);
(2) GRANTS-in-PART the Xylem Defendants’ motion to dismiss (ECF No. 31);
(3) GRANTS the Defendant Moonshots’ motion to seal (ECF No. 43); and
(4) DISMISSES the complaint.
A separate Order shall issue.
IT IS SO ORDERED.
s/ Lydia Kay Griggsby
LYDIA KAY GRIGGSBY
United States District Judge
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