The opinion
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF FLORIDA
FORT MYERS DIVISION
MICHAEL J. CHRISTOFF,
derivatively on behalf of Galexa,
Inc., a Florida corporation,
Plaintiff,
v. Case No.: 2:20-cv-546-SPC-NPM
PAUL INGLESE, NORTHSTAR
TECHNOLOGIES GROUP, INC.
and GALEXA, INC.,
Defendants.
/
ORDER1
Before the Court is Defendants Paul Inglese and Northstar Technologies
Group, Inc.’s Motion for Partial Judgment on the Pleadings (Doc. 85). Plaintiff
Michael Christoff responded (Doc. 103). The Court denies the Motion.
BACKGROUND
This is a shareholder derivative action. Christoff sues on behalf of
nominal Defendant Galexa, Inc. for fraud (trademark and computer),
conversion, breach of fiduciary duties, and declaratory relief.
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hyperlink does not affect this Order.
At various times, Christoff and Inglese were Galexa board members.
Christoff invested money in the company, receiving a note to secure the debt
(the “Note”). The Note was secured by some intellectual property (the “IP”).
The IP belonged to Galexa. But Inglese developed the IP and thought it was
his. So he took control of Galexa, created Northstar, and transferred the IP to
the new entity (or himself). Then, Northstar competed with Galexa. Through
other conduct, Inglese breached some fiduciary duties. If that wasn’t enough,
after resigning from Galexa, Inglese hacked into its website and data storage—
damaging the company’s ability to operate.
With the pleadings closed, Defendants want judgment on Count 3. That
claim seeks to declare Galexa owns the IP. Defendants say the Court cannot
make the declaration because it requires factual findings and (aside from that)
the relief is duplicative.
LEGAL STANDARD
“After the pleadings are closed—but early enough not to delay trial—a
party may move for judgment on the pleadings.” Fed. R. Civ. P. 12(c).
“Judgment on the pleadings is appropriate where there are no material facts
in dispute and the moving party is entitled to judgment as a matter of law.”
Cannon v. City of W. Palm Beach, 250 F.3d 1299, 1301 (11th Cir. 2001). “If a
comparison of the averments in the competing pleadings reveals a material
dispute of fact, judgment on the pleadings must be denied.” Perez, 774 F.3d at
1335. To decide if judgment is appropriate, courts accept all material facts
alleged as true and view them most favorable to the nonmoving party. Perez
v. Wells Fargo N.A., 774 F.3d 1329, 1335 (11th Cir. 2014). In general, a 12(c)
motion follows “the same standard as a motion to dismiss under Rule 12(b)(6).”
Carbone v. Cable News Network, Inc., 910 F.3d 1345, 1350 (11th Cir. 2018).
DISCUSSION
The Court first tackles duplicity. Defendants contend Count 3 must be
dismissed because it is duplicative of other claims. Not so. Time and again,
this Court refused to dismiss declaratory judgment actions simply because
they might duplicate another claim. E.g., Hanus v. AIG Prop. Cas. Co., No.
2:20-cv-814-FtM-38NPM, 2020 WL 6154813, at *1 (M.D. Fla. Oct. 20, 2020).
The reason is simple: 12(c) motions “only test the validity of a claim, not its
redundancy.” See Falcaro v. Integon Nat’l Ins., No. 2:20-cv-327-FtM-38MRM,
2020 WL 4734902, at *1 (M.D. Fla. Aug. 14, 2020) (citation omitted); Carbone,
910 F.3d at 1350. The Federal Rules buttress that conclusion. Fed. R. Civ. P.
57 (“The existence of another adequate remedy does not preclude a declaratory
judgment that is otherwise appropriate.”).
Typically—as here—a pleading-stage motion to dismiss a duplicative dec
action is really a mislabeled request to strike. Fed. R. Civ. P. 12(f) (“The court
may strike . . . any redundant . . . matter.”). Apart from that procedural
irregularity, these motions rarely accomplish anything. In short, they’re “time
wasters” like other motions to strike. See Luxottica Grp. S.P.A. v. Cash Am.
E., Inc., 198 F. Supp. 3d 1327, 1328 (M.D. Fla. 2016) (citation omitted). If
Count 3 is truly duplicative, it will add nothing to this case. And the Court can
address that matter later in the proceedings at its discretion. See 28 U.S.C.
§ 2201(a) (stating a court “may” declare rights and relations); Smith v. Casey,
741 F.3d 1236, 1244 (11th Cir. 2014).2
With duplicity out, Defendants contend judgment is proper because
Count 3 requires factual determinations. Again, the Court disagrees.
Declaratory relief exists “to clarify the legal relations and is not for the purpose
of making factual determinations.” Medmarc Cas. Ins. v. Pineiro & Byrd
PLLC, 783 F. Supp. 2d 1214, 1216 (S.D. Fla. 2011). As the Court understands
Christoff’s theory, there will be no need to resolve disputed questions of fact
through Count 3.
Christoff believes Inglese had a fiduciary duty to assign the IP to Galexa.
Right now, the Court does not see how the allegations supporting Count 3
require resolving any facts. What’s more, to the extent that they might, it
seems the dispute would overlap in part with Count 5 (breach of fiduciary
duties). See Ono’s Trading Co. v. Parnell, No. 04-0706-CG-C, 2006 WL
8437743, at *8 (S.D. Ala. Nov. 22, 2006) (addressing similar theory within a
2 If necessary to even reach the issue, the Court agrees with Christoff that Count 3 is not
duplicative for the reason outlined in his response.
claim for breached fiduciary duties). Again, there is no declaration to make at
this stage of the case. And the Court can exercise its discretion to refrain from
making any improper declarations later on. So Defendants’ argument on a
factual dispute fails too.
Accordingly, it is now
ORDERED:
Defendants’ Motion for Partial Judgment on the Pleadings (Doc. 85) is
DENIED.
DONE and ORDERED in Fort Myers, Florida on February 2, 2022.
, Lh platrathe 7
UNITED STATES DISTRICT JUDGE
Copies: All Parties of Record