Allen v. Reliaquest, LLC

• Court: District Court, M.D. Florida
• Decided: April 17, 2025
• Docket: 8:23-cv-00806
• Status: Unknown

Opinion

UNITED STATES DISTRICT COURT MIDDLE DISTRICT OF FLORIDA TAMPA DIVISION

AARON ALLEN,

Plaintiff,

v. Case No. 8:23-cv-0806-KKM-AEP

RELIAQUEST, LLC,

Defendant. ____________________________________ ORDER Aaron Allen sues ReliaQuest for events that occurred while he was employed by ReliaQuest. He brings various claims of employment discrimination, Am. Compl. (Doc. 32), and ReliaQuest brings counterclaims arising out of a severance agreement signed by Allen upon his termination, Am. Countercls. (Doc. 48) ¶¶ 59–95. Allen moves to dismiss each of ReliaQuest’s counterclaims, Mot. to Dismiss (Doc. 50) (MTD), and moves to strike ReliaQuest’s request for certain damages, Mot. to Strike (Doc. 51) (MTS). ReliaQuest responded to both motions. Resp. to MTD (Doc. 52); Resp. to MTS (Doc. 53). I address them jointly and deny for the reasons below. I. BACKGROUND

Aaron Allen “is a Native American and African-American male.” Am. Compl. ¶ 10. Allen began working for ReliaQuest in November 2021 “as a

Detection Architect as part of their Detection Operations Team.” ¶ 16. Allen was terminated on March 21, 2022. ¶ 19. e same day, ReliaQuest presented

Allen with a severance agreement. ¶ 27. Allen signed the Severance Agreement on April 4, 2022. ¶¶ 33–34.

Following the signing of the Severance Agreement, Allen filed a claim with the EEOC, alleging discriminatory behavior by ReliaQuest. ¶ 35. e EEOC then gave Allen a right to sue letter and Allen initiated this discrimination suit

against ReliaQuest, asserting a variety of discrimination and retaliation claims, as well as contract claims. Am. Compl.

In July 2024, ReliaQuest filed a motion to dismiss. (Doc. 35). Because the motion relied on the legal interpretation of the severance agreement, it was converted

to a motion for summary judgment, (Doc. 44), and granted in part, Sum. Judg. Order (Doc. 47) (SJ Order). at earlier order concluded that “the severance agreement contains a clear and unambiguous waiver of the claims Allen now asserts,”

but declined to address whether the release was knowing and voluntary. . at 1, 12. ReliaQuest filed an amended answer and brought three counterclaims against

Allen for breach of the severance agreement by filing this action, breach of the implied covenant of good faith and fair dealing, and, in the alternative, unjust

enrichment. Am. Countercls. ¶¶ 59–95. II. LEGAL STANDARD

Federal Rule of Civil Procedure 8(a)(2) requires “a short and plain statement of the claim showing that the pleader is entitled to relief.” is pleading standard

“does not require ‘detailed factual allegations,’ but it demands more than an unadorned, the defendant-unlawfully-harmed-me accusation.” , 556 U.S. 662, 678 (2009) (quoting , 550 U.S. 544, 555

(2007)). “A pleading that offers ‘labels and conclusions’ or ‘a formulaic recitation of the elements of a cause of action will not do.’ ” . (quoting , 550 U.S. at

555). “Nor does a complaint suffice if it tenders ‘naked assertion[s]’ devoid of ‘further

factual enhancement.’” . (quoting , 550 U.S. at 557). “To survive a motion to dismiss” for failure to state a claim, a plaintiff must plead sufficient facts to state a claim that is “plausible on its face.” . (quoting , 550 U.S. at 570). A claim is plausible on its face when a “plaintiff pleads

factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” . When considering the motion,

the complaint’s factual allegations are accepted “as true” and construed “in the light most favorable to the plaintiff.” , 516 F.3d 1282, 1284 (11th

Cir. 2008). Consideration is limited “to the well-pleaded factual allegations, documents central to or referenced in the complaint, and matters judicially noticed.”

., 358 F.3d 840, 845 (11th Cir. 2004), , 550 U.S. at 544.

Rule 12(f) provides that a “court may strike from a pleading an insufficient defense or any redundant, immaterial, impertinent, or scandalous matter.” FED. R. CIV. P. 12(f). But “it is well settled among courts in this circuit that motions to strike

are generally disfavored and will usually be denied unless it is clear that the pleading sought to be stricken is insufficient as a matter of law.” , No.

3:07-cv-1200, 2008 WL 4059786, at *1 (M.D. Fla. Aug. 27, 2008) (citing ,

684 F.2d 776 (11th Cir. 1982); , 211 F. Supp. 2d 1345 (M.D. Fla. 2002); , 89 F. Supp. 2d 1326 (S.D. Fla. 1999)); , 8:20-cv-1470-T-33SPF, 2020

WL 7419663, at *1 (M.D. Fla. Sept. 28, 2020) (noting that a Court has “broad discretion” to rule on a motion to strike but emphasizing that such motions are

“drastic” and are often considered “time wasters” (first quoting , No. 95CV60498/RV, 1997 WL 608722, at *3 (N.D. Fla. Jan.

30, 1997); then quoting , 168 F.R.D. 69, 71 (M.D. Fla. 1996))).

III. ANALYSIS Allen argues that dismissal of the counterclaims is necessary for three reasons.

First, he contends that the counterclaims constitute a “shotgun” pleading. Second, Allen moves to dismiss and strike ReliaQuest’s request for attorney’s fees and damages flowing from defending this action. Finally, he argues that ReliaQuest

failed to state claims as to the breach of the implied covenant of good faith and fair dealing and unjust enrichment. I address each argument in turn.

A. Shotgun Pleading Pleadings that violate Federal Rules of Civil Procedure 8(a)(2) or 10(b) “are

often disparagingly referred to as ‘shotgun pleadings.’ ” , 792 F.3d 1313, 1320 (11th Cir. 2015). e Eleventh Circuit has outlined four common types of shotgun pleadings, the most common being a

complaint that contains multiple counts where each count adopts the allegations of all preceding counts. at 1321–23. “e unifying characteristic of all types of

shotgun pleadings is that they fail to one degree or another, and in one way or another, to give the defendants adequate notice of the claims against them and the

grounds upon which each claim rests.” at 1323. Allen complains that the counterclaims commit this common error by

adopting the allegations of all preceding counts. Perhaps they do technically, but Allen has more than adequate notice of the claims against him and the grounds for

those claims. is is especially true where there are only three claims, and each count relates to the same contract and therefore one transaction. Am. Countercls. ¶¶ 59–95. Additionally, the unjust enrichment claim is clearly plead “as

an alternative claim to ReliaQuest’s breach of contract claim,” clearing up any

confusion that might result from adopting all preceding allegations. . ¶ 92. Because the counterclaims provide adequate notice to Allen of the claims and “the grounds upon which each claim rests,” the counterclaims are not insufficient under

Federal Rule 8(a)(2). , 792 F.3d at 1323. B. Damages e prevailing party in a breach of contract action “is entitled to recover a fair

and just compensation that is commensurate with the resulting injury or damage.” , 995 So. 2d 221, 223 (Fla.

2008) (per curiam). In other words, “[a]n award of damages for breach of contract is intended to place the injured party in the position he or she would have been in had

the breach not occurred.” , 808 So. 2d 1278, 1280 (Fla. 5th DCA 2002). e party injured by a contract breach “is entitled

to recover all damages that are causally related to the breach so long as the damages were reasonably foreseeable at the time the parties entered into the contract.”

., 25 So. 3d 593, 596 (Fla. 1st DCA 2009). Foreseeable damages are those that are incurred as the “proximate and usual consequence” of the breach. . (emphasis omitted) (quoting

, 537 So.2d 1065, 1068 (Fla. 1st DCA 1989)). Under the Florida litigation privilege, “absolute immunity must be afforded

to any act occurring during the course of a judicial proceeding . . . so long as the act has some relation to the proceeding.”

, 950 So. 2d 380, 383 (Fla. 2007) (quoting , 639 So. 2d 606, 608 (Fla. 1994)). It applies to “all causes of action, whether for common-law torts or

statutory violations.” . at 384. Allen argues that there is no basis in Florida law for the attorney’s fees

requested by ReliaQuest and that Florida’s litigation privilege bars ReliaQuest’s request for damages directly incurred because of this action. MTD at 3–5; MTS at

2–4. He is wrong twice over. Although the default rule for attorney’s fees in Florida is the “American rule,”

, 629 So. 2d 830, 832 (Fla. 1993), ReliaQuest’s damages are based on a breach of the release provision in the severance agreement,

which is a “clear and unambiguous” release of any claims against ReliaQuest, SJ Order at 1, 7. e damages caused by Allen’s alleged breach of the release provision include attorney’s fees amassed by ReliaQuest in defending this action, as opposed

to a standalone demand for attorney’s fees. Resp. to MTS at 5-7. If ReliaQuest ultimately prevails on its counterclaims, the proximately caused and thus “reasonably

foreseeable” damages are those that are a direct consequence of litigation—therefore its requested damages, including attorney’s fees, are appropriate, considering the

basis for the action. , , 25 So. 3d at 596–97 (explaining that a declaratory judgment action along with its attorney’s fees and costs were reasonably foreseeable consequence of breach of insurance contract and thus recoverable);

, No. 6:03CV251ORL31KRS, 2005 WL 1863429, at *4 (M.D. Fla. Aug. 5, 2005) (concluding that attorney’s fees were

appropriate damages for the prevailing party in an action over a breach of covenant not to sue under Florida law); , No.

8:20-CV-936-KKM-AAS, 2024 WL 340767, at *7 (M.D. Fla. Jan. 12, 2024) (same), , No. 8:20-CV-00936-KKM-AAS,

2024 WL 1252387 (M.D. Fla. Mar. 25, 2024), , No. 24-10900-HH, 2024 WL 3102835 (11th

Cir. 2024). For similar reasons, the litigation privilege does not bar the other kinds of damages sought by ReliaQuest. In

, the Eleventh Circuit declined to apply the litigation privilege in a similar context involving an incontestability clause in an insurance contract. 904

F.3d 1197, 1218–20 (11th Cir. 2018) (applying Florida law). e court explained that the “application of the privilege would virtually extinguish a common form of

relief: the awarding of damages for breaches of agreements not to sue a contract counterparty.” . at 1220. It follows, then, that Florida’s litigation privilege does not bar ReliaQuest from seeking damages resulting from the breach of the

agreement not to sue. . erefore, ReliaQuest’s request for damages resulting from the litigation of

this action, including attorney’s fees, is sufficient as a matter of law and need not be stricken or dismissed. FED. R. CIV. P. 8(a), 12(f).

C. Implied Covenant of Good Faith and Fair Dealing Florida contract law implies a covenant of good faith and fair dealing in every

contract to protect “the reasonable expectations of the contracting parties in light of their express agreement.” ,

Inc., 94 So. 3d 541, 548 (Fla. 2012) (quoting , 932 F. Supp. 1420, 1438 (S.D. Fla. 1996)). Breach of the implied covenant of good faith and fair dealing requires allegations of “a failure or refusal to discharge contractual

responsibilities, prompted not by an honest mistake, bad judgment or negligence; but, rather by a conscious and deliberate act, which unfairly frustrates the agreed

common purpose and disappoints the reasonable expectations of the other party.” , 607 F.3d 742, 747 (11th

Cir. 2010) (quoting , 133 F. Supp. 2d 1311, 1319 (M.D. Fla. 2000)) (applying Florida law). A duty of good faith must “relate to the performance of an express term of the contract and is not an abstract and independent term of a contract

which may be asserted as a source of breach when all other terms have been performed pursuant to the contract requirements.” , 94 So. 3d at

548 (citing , 785 So. 2d 1232, 1235 (Fla. 4th DCA 2001)).

Allen contends that ReliaQuest fails to state a claim because there is no allegation that the contract was ambiguous as to the particular duty at issue. MTD

at 6.1 ReliaQuest responds that Florida law does not require that allegation, and Florida caselaw supports that view. , 94 So. 3d at 548 (citing

, 785 So.2d at 1234). Regardless, at most, explains that the implied covenant “cannot be used to vary the express terms of a contract”— not that the plaintiff must affirmatively plead ambiguity, as Allen suggests. , 732

So. 2d at 1098. Here, ReliaQuest sufficiently pleads breach of the implied covenant, because it alleges that Allen waived any right to sue ReliaQuest under the contract,

but he consciously disregarded that prohibition by filing the instant action, causing damages. Am. Countercls. ¶¶ 72–90. None of these allegations attempt to “vary the

express terms of [the] contract,” , 732 So. 2d at 1098, and therefore they are sufficient to state a plausible claim for relief, , 556 U.S. at 678.

1 Citing , 732 So. 2d 1092, 1097 (Fla. 1st DCA 1999), Allen states that “[t]o maintain an action for breach of the implied covenant of good faith and fair dealing, the plaintiff must allege: (i) the plaintiff and the defendant are parties to a written contract; (ii) the contract is ambiguous about the permissibility or scope of the conduct in question; (ii) the defendant, through a conscious and deliberate act, fails or refuses to discharge contractual responsibilities, which unfairly frustrates the contract’s purpose and disappoints the plaintiff’s expectations; (iv) the defendant’s breach deprives the plaintiff of the contract’s benefits; and (v) the plaintiff suffers damages.” MTD at 5. D. Unjust Enrichment

To plead unjust enrichment, a plaintiff must allege “a benefit conferred upon a defendant by the plaintiff, the defendant’s appreciation of the benefit, and the

defendant’s acceptance and retention of the benefit under circumstances that make it inequitable for him to retain it without paying the value thereof.”

, 333 So. 3d 1095, 1097 (Fla. 2022) (quoting , 887 So. 2d 1237, 1241 n.4 (Fla. 2004)). An unjust enrichment claim arises only in the absence of a contract.

, , 311 So. 3d 39, 49 (Fla. 4th DCA 2021). But “plaintiffs may plead breach of contract and unjust enrichment in the alternative,” because the

Federal Rules of Civil Procedure empower pleading “statements of a claim or defense alternatively or hypothetically.” , 69 F.4th 1262, 1276

(11th Cir. 2023); FED. R. CIV. P. 8(d)(2); , 588 F. Supp. 3d 1286, 1298 (M.D. Fla. 2022). Allen argues that ReliaQuest’s unjust enrichment claim fails because the count

adopts the preceding allegations, including that there was a valid contract. MTD at 6-7. ReliaQuest clearly pleads the unjust enrichment claim in the alternative, which

is permissible, and suffices to provide Allen notice of the two claims and their supporting theories. Marquez, 69 F.4th at 1276; FED. R. CIv. P. 8(d)(2). Therefore, ReliaQuest sufficiently states a claim for unjust enrichment. See gba, 556 U.S. at

678.

IV. CONCLUSION

Because ReliaQuest’s counterclaims plausibly state a claim for relief, they survive the motion to dismiss. Jgba/, 556 U.S. at 678. Nor is there a basis to dismiss

or strike ReliaQuest’s request for damages. Accordingly, the plaintiffs Motion to Dismiss, (Doc. 50), and Motion to

Strike, (Doc. 51), are DENIED.

ORDERED in Tampa, Florida, on April 17, 2025.

athryn’ Kimball Mizelle United States District Judge