# SyraInfotek, LLC v. Sakirrola

> District Court, M.D. Florida · June 3, 2020

URL: https://www.frixlaw.com/law-library/cases/10105322

## Case

- **Court:** District Court, M.D. Florida
- **Decided:** June 3, 2020
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

SYRAINFOTEK, LLC,

Plaintiff,

v. Case No.: 8:20-cv-797-T-33CPT

VENKATA P. SAKIRROLA,

Defendant.

____________________________/
ORDER
This cause comes before the Court pursuant to Defendant
Venkata P. Sakirrola’s Motion to Dismiss Plaintiff’s Amended
Complaint (Doc. # 14), filed on May 4, 2020. Plaintiff
SyraInfotek, LLC filed a response in opposition on May 25,
2020. (Doc. # 18). For the reasons explained below, the Motion
is granted in part and denied in part.
I. Background
According to the amended complaint, Yaser Hameed is the
Chief Executive Officer of SyraInfotek, a technology company.
(Doc. # 11 at ¶ 8). Sakirrola was the sole owner and Chief
Executive Officer of Techzio Solutions, LLC, a company that
specialized in the human resources placement of software
engineers. (Id. at ¶ 9). In late 2018, SyraInfotek and
Sakirrola began discussing the sale of Techzio. (Id. at ¶
10). On December 7, 2018,1 Hameed and Sakirrola exchanged
email correspondence detailing the final terms for the sale
of Techzio. (Id. at ¶ 11).
According to SyraInfotek, “[p]art and parcel to the sale
of [Techzio] stock, Sakirrola was to stay on board as a paid
employee to assure [Techzio] revenue stayed the same or
increased to assure ‘Gross Margin Guarantees’ were met

throughout 2019.” (Id. at ¶ 13). In addition, SyraInfotek
alleges that, before the parties signed the agreement
detailed below, Sakirrola “advised SyraInfotek that all taxes
[were] paid up to date and that there was a steady stream of
income that would be able to meet or exceed the ‘Gross Margin’
clause[.]” (Id. at ¶ 14).
On January 5, 2019, the parties entered into a Stock
Purchase Agreement (“Agreement”), whereby SyraInfotek
purchased 100% of Sakirrola’s interest and rights in Techzio
for $390,000.00. (Id. at ¶ 15). As part of the Agreement,
both parties agreed to a “Gross Margin Guarantee” clause.

(Id. at ¶ 18). Pursuant to this clause, if the gross margin
for 2019 was less than $432,640.00, Sakirrola would pay

1 The Court assumes that the date listed in the amended
complaint, December 7, 2019, was a scrivener’s error. See
(Doc. # 11-1 at 2).
SyraInfotek the difference between $432,640.00 and the actual
gross margin. (Id.). Conversely, if the gross margin exceeded
$432,640.00 for 2019, SyraInfotek would pay Sakirrola the
difference between $432,640.00 and the actual gross margin.
(Id.). The date for determining compliance with the Gross
Margin Guarantee clause was January 31, 2020. (Doc. # 11-1 at
10 (Agreement at 7)).

SyraInfotek alleges that Sakirrola made materially false
statements during negotiations regarding Techzio’s financial
and compliance situations. (Doc. # 11 at ¶ 17). Specifically,
SyraInfotek alleges that, in late 2019, it received notice of
several outstanding tax obligations for Techzio dating back
to 2017, despite Sakirrola’s previous guarantee within the
Agreement that such taxes had already been paid.2 (Id. at ¶
21). Moreover, on May 20, 2019, Hameed notified Sakirrola
that Techzio had not been reaching the monthly minimum
revenue, and “Sakirrola did nothing to help stem the [loss]
of revenue despite his pre-stock agreement assurances of

such.” (Id. at ¶¶ 19-20). On January 1, 2020, Techzio’s gross

2 As part of the Agreement, Sakirrola represented that all
tax returns “required to be filed by [Techzio] on or before
the Closing Date have been timely filed” and that “[a]ll Taxes
due and owing by [Techzio] . . . have been timely paid.” (Doc.
# 11-1 at 7 (Agreement at 4)).
margin profit for calendar year 2019 was $274,397.67, which
fell far short of the “Gross Margin Guarantee” of $432,640.00.
(Id. at ¶¶ 22-23). SyraInfotek alleges that it paid Sakirrola
“[t]hroughout the course of 2019” to help with the expansion
of the business, but that Sakirrola “did a halfhearted job,
then jet-setted away to India on a long vacation,” in
violation of the parties’ agreement. (Id. at ¶ 25).

On April 15, 2020, SyraInfotek filed its amended
complaint, in which it raises four claims – breach of verbal
contract (Count I), breach of stock purchase agreement (Count
II), unjust enrichment (Count III), and fraudulent
misrepresentation (Count IV). (Id. at ¶¶ 26-56).
Sakirrola now moves, pursuant to Federal Rule of Civil
Procedure 12(b)(6), to dismiss all counts of the amended
complaint. (Doc. # 14). In its response, SyraInfotek only
addressed Counts II and IV. See (Doc. # 18). As such, the
Court considers Sakirrola’s Motion unopposed as to Counts I
and III and will dismiss those counts accordingly. The Motion

is now ripe for review.
II. Legal Standard
On a motion to dismiss pursuant to Rule 12(b)(6), the
Court accepts as true all the allegations in the complaint
and construes them in the light most favorable to the
plaintiff. Jackson v. Bellsouth Telecomms., 372 F.3d 1250,
1262 (11th Cir. 2004). Further, the Court favors the plaintiff
with all reasonable inferences from the allegations in the
complaint. Stephens v. Dep’t of Health & Human Servs., 901
F.2d 1571, 1573 (11th Cir. 1990). But,
[w]hile a complaint attacked by a Rule 12(b)(6)
motion to dismiss does not need detailed factual
allegations, a plaintiff’s obligation to provide
the grounds of his entitlement to relief requires
more than labels and conclusions, and a formulaic
recitation of the elements of a cause of action
will not do. Factual allegations must be enough to
raise a right to relief above the speculative
level.

Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007)
(citations omitted); see also Ashcroft v. Iqbal, 556 U.S.
662, 678 (2009) (“Threadbare recitals of the elements of a
cause of action, supported by mere conclusory statements, do
not suffice.”). Courts are not “bound to accept as true a
legal conclusion couched as a factual allegation.” Papasan v.
Allain, 478 U.S. 265, 286 (1986). Generally, the Court must
limit its consideration to well-pled factual allegations,
documents central to or referenced in the complaint, and
matters judicially noticed. La Grasta v. First Union Sec.,
Inc., 358 F.3d 840, 845 (11th Cir. 2004).
III. Analysis
As a preliminary matter, the parties do not dispute that
the Agreement is central to SyraInfotek’s claim and is
authentic. Sakirrola concedes that the Agreement is an
enforceable contract and “does not dispute the validity of
the [Agreement] attached to the Amended Complaint.” (Doc. #
14 at ¶ 1). Accordingly, the Court will consider the Agreement

in ruling upon Sakirrola’s Motion. See SFM Holdings, Ltd. v.
Banc of Am. Sec., LLC, 600 F.3d 1334, 1337 (11th Cir. 2010).
A. Count II: Breach of Stock Purchase Agreement
SyraInfotek alleges that, under the Agreement, Sakirrola
is obligated to pay SyraInfotek the “Gross Margin” difference
of $208,536.17 because Techzio failed to meet the minimum
“Gross Margin Guarantee” of $432,640.00 in 2019. (Doc. # 11
at ¶¶ 37-39). Sakirrola argues that SyraInfotek breached the
Agreement first, by terminating Sakirrola’s employment on
April 22, 2019, and failing to pay Sakirrola for the work he
performed between February 15, 2019, and April 22, 2019. (Doc.

# 14 at 2). Sakirrola points to his Employment Agreement,
which he attached to his Motion,3 which he claims was

3 The Court need not consider the Employment Agreement at this
juncture because, regardless of the terms of the Employment
incorporated into the Stock Purchase Agreement by reference
and provides that Sakirrola was to stay “on board as a paid
employee . . . throughout 2019.” (Id. at 9). Therefore,
Sakirrola argues that SyraInfotek’s prior breach excused any
further performance by Sakirrola. (Id. at 8-9).
“For a breach of contract claim, Florida law requires
the plaintiff to plead and establish: (1) the existence of

a contract; (2) a material breach of that contract; and (3)
damages resulting from the breach.” Vega v. T-Mobile USA,
Inc., 564 F.3d 1256, 1272 (11th Cir. 2009) (citations
omitted).
Here, SyraInfotek has asserted a plausible claim for
breach of contract. While the parties dispute the reasons and
circumstances underlying Sakirrola’s leaving the company
prior to the end of 2019, the relevant breach-of-contract
allegations center around the failure of Techzio to meet the
Gross Margin Guarantee and Sakirrola’s related failure to pay
the difference, pursuant to the terms of the Agreement.

SyraInfotek has met its burden of pleading the existence of
a valid contract and a material breach by Sakirrola that

Agreement, SyraInfotek has plausibly alleged a claim for
breach of contract.
caused it damages. It would be premature at this juncture for
the Court to determine whether Sakirrola’s performance under
the Agreement was excused based on a prior material breach by
SyraInfotek. The Motion is denied with respect to Count II.
B. Count IV: Fraudulent Misrepresentation
SyraInfotek alleges that “[t]hroughout the month of
December [2018], Hameed and members of SyraInfotek spoke with

Sakirrola, who informed them that [Techzio] was fully up to
date on all tax payments and in governmental compliance.”
(Doc. # 11 at ¶ 50). SyraInfotek alleges that Sakirrola knew
that Techzio was overdue on several tax bills but made these
alleged misrepresentations in order to induce SyraInfotek to
execute the Agreement, and that SyraInfotek relied on these
statements to its detriment. (Doc. # 11 at ¶¶ 50-56).
Sakirrola argues that SyraInfotek has failed to plead
fraudulent misrepresentation for the following reasons: the
temporal relationship between the alleged statements and the
execution of the Agreement makes it impossible for the

statements to have induced SyraInfotek to enter the
Agreement, the alleged verbal statements are barred by the
merger clause in the Agreement, the parties’ obligations
regarding “Tax Matters” are located in the Agreement, the
alleged misrepresentations are immaterial to the Agreement,
and SyraInfotek’s allegations fail to meet the pleading
requirements of Federal Rule of Civil Procedure 9(b). (Doc.
# 14 at 12-13). Only Sakirrola’s Rule 9(b) argument merits
consideration.
Under Florida law, fraudulent misrepresentation
requires: “(1) a false statement concerning a material fact;
(2) the representor’s knowledge that the representation is

false; (3) an intention that the representation induce
another to act on it; and (4) consequent injury by the party
acting in reliance on the representation.” Hearn v. Int’l
Bus. Machines, 588 F. App’x 954, 956–57 (11th Cir. 2014)
(citing Butler v. Yusem, 44 So.3d 102, 105 (Fla. 2010)
(quotation marks omitted)).
Rule 9(b) requires a party alleging fraud to “state with
particularity the circumstances constituting the fraud,”
although “[m]alice, intent, knowledge, and other conditions
of a person’s mind may be alleged generally.” Fed. R. Civ. P.
9(b). Furthermore, Rule 9(b) requires that “a complaint

identify (1) the precise statements, documents
or misrepresentations made; (2) the time and place of and
persons responsible for the statement; (3) the content and
manner in which the statements misled the plaintiff; and (4)
what the Defendants gain[] by the alleged fraud.” W. Coast
Roofing & Waterproofing, Inc. v. Johns Manville, Inc., 287 F.
App’x 81, 86 (11th Cir. 2008) (citing Ambrosia Coal & Const.
Co. v. Pages Morales, 482 F.3d 1309, 1316-17 (11th Cir.
2007)).
Plaintiffs need not “specify the exact time and the
particular place of each factual omission or
misrepresentation, but they must provide a sufficiently

narrow time from which defendants could derive notice as to
when the misrepresentations were made.” World Fuel Servs.,
Inc. v. Thrifty Propane, Inc., No. 16-20847-civ-
Moreno/O’Sullivan, 2016 WL 11547771, at *9 (S.D. Fla. July
15, 2016) (quoting Flamenbaum v. Orient Lines, Inc., No. 03-
22549-civ, 2004 WL 1773207, at *6 (S.D. Fla. July 20, 2004)).
In other words, to satisfy Rule 9(b), a plaintiff must
establish the who, what, when, where, and how of the fraud.
Mizarro v. Home Depot, Inc., 544 F.3d 1230, 1237 (11th Cir.
2008).
The allegations in the amended complaint meet the

requirements of Rule 9(b). For one, SyraInfotek has alleged
who made the statements – Sakirrola. (Doc. # 11 at ¶ 50).
SyraInfotek has also alleged that the representations were
made “[t]hroughout the month of December [2018].” (Id.). See
Potje v. Bluegreen Vacation Corp., No. 17-81055-cv-
Middlebrooks/Brannon, 2018 WL 5020135, at *7 (S.D. Fla. Mar.
6, 2018) (holding that an allegation of fraud containing the
month and year of the alleged representation meets the Rule
9(b) standard). Moreover, SyraInfotek has alleged that
Sakirrola informed Hameed and other members of SyraInfotek
that Techzio was “fully up to date on all tax payments and in
governmental compliance.” (Doc. # 11 at ¶ 50). SyraInfotek

has alleged that Sakirrola intended “to mislead SyraInfotek
. . . in order to complete the sale of stock” and that
SyraInfotek “relied upon Sakirrola’s false statements and
were damaged as a result . . . for payments of taxes and other
governmental expenses.” (Id. at ¶¶ 53-56). SyraInfotek has
clearly conveyed the substance of its fraudulent
misrepresentation claim and has satisfied the requirements of
Rule 9(b). The Motion is denied with respect to Count IV.
Accordingly, it is now
ORDERED, ADJUDGED, and DECREED:
(1) Defendant Venkata P. Sakirrola’s Motion to Dismiss

Plaintiff’s Amended Complaint (Doc. # 14) is GRANTED in
part and DENIED in part. Counts I and III are dismissed
as unopposed. The Motion is denied as to Counts II and
IV.
(2) Defendant Venkata P. Sakirrola is directed to file an
answer to the remaining counts of the amended complaint
within 14 days of the date of this Order.
DONE and ORDERED in Chambers, in Tampa, Florida, this
3rd day of June, 2020.
fans fp _ Mumerby Crip
VIRGINIA M. HERNANDEZ’COVINGTON
UNITED STATES DISTRICT JUDGE

12

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/10105322. Public record. Not legal advice.