Direct Components, Inc. v. Microchip USA, LLC

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

DIRECT COMPONENTS, INC.,

Plaintiff,

v. Case No. 8:23-cv-1617-VMC-SPF

MICROCHIP USA, LLC, et al.,

Defendants.

______________________________/

ORDER

This matter comes before the Court upon consideration of

Defendants Microchip USA LLC, Trevor Toma, Jeff Ruby, Joshua

Arnold, Jake Lawless, Alexander Hart, Mitchell Kogge, Tyler

Ayala, Paul Venzor, Thomas Andrew Van de Motter, Kimie Koga,

John Brown, and Michael Prusik’s Motion to Dismiss Complaint

or for More Definite Statement (Doc. # 27), filed on September

8, 2023. Plaintiff Direct Components, Inc. filed an amended

response to the Motion on September 29, 2023. (Doc. # 36).

For the reasons set forth below, the Motion is granted.

I. Background

Plaintiff initiated this action on July 18, 2023,

alleging nine claims against Microchip USA, LLC (“Microchip

USA”) and thirteen of Plaintiff’s former employees and

contractors, Trevor Toma, Jeff Ruby, Joshua Arnold, Jake

Lawless, Alexander Hart, Mitchell Kogge, Tyler Ayala, Paul

Venzor, Thomas Andrew Van de Motter, Kimie Koga, John Brown,

Joseph Centrone, and Michael Prusik. (Doc. # 1).1 Plaintiff

filed an amended complaint alleging the same nine claims on

July 24, 2023. (Doc. # 9). In the complaint, Plaintiff alleges

misappropriation of Plaintiff’s trade secrets, among other

related claims. (Id. at ¶¶ 66-157).

Plaintiff “purchase[s] and sell[s] electronics

components such as microchips, integrated circuits, and

semiconductors from numerous vendors to various national and

international customers — including original equipment

manufacturers — who require specialized components for their

own respective products.” (Id. at ¶ 22). This industry is

highly competitive. (Id. at ¶ 24). “[Plaintiff’s] business

relies heavily on its technical experience, business acumen,

along with the relationships [the company] forms with its

customers and vendors.” (Id. at ¶ 25). As such, Plaintiff has

invested heavily in developing relationships with both

customers and vendors. (Id. at ¶ 36). In particular,

“[r]elationships with reliable wholesale microchip vendors .

1 Plaintiff

later voluntarily dismissed its claims against

Defendant Centrone without prejudice. (Doc. # 14).

. . are very time-consuming to develop since such vendors

only conduct business with a few select parties like

[Plaintiff].” (Id. at ¶ 27).

As part of its work, Plaintiff alleges that it has

“confidential and/or proprietary information and/or trade

secrets,” including:

(a) information identifying or tending to identify

any of DCI’s existing or prospective customers and

vendors; (b) DCI’s intellectual property, methods,

call or sales scripts, workflows, processes,

procedures, concepts, inventions, recordings,

advertising and promotional materials, computer

programs, software, or code — whether or not

protected under any law; (c) DCI’s business and

marketing plans, methods, services, procedures, and

techniques; (d) DCI’s financial information,

pending and completed sales information, product

pricing, pricing sliders, market analyses, product

costing, customer or vendor purchase or order

histories, product quotes, and financial forecasts

and projections of DCI, and (e) any of the various

electronic or operational systems that DCI

utilizes.

(Id. at ¶ 38).

Plaintiff also relies upon a customer relations

management software platform, the ZoHo™ platform, to

streamline its operations. (Id. at ¶ 31). “On information and

belief, the ZoHo™ platform” is relatively new and “relatively

few companies utilize [it] in the manner that [Plaintiff]

does, and there are few national or international companies

that create custom code for the ZoHo™ platform.” (Id. at ¶

32). Plaintiff, through its employees, has expended

significant effort making “thousands of lines of custom code

modifications to its version of the ZoHo™ platform.” (Id. at

¶¶ 33-34).

Plaintiff has also taken various steps to protect its

business interests, including by “entering into restrictive

covenant agreements that include confidentiality, non-

disclosure, non-competition, and/or non-solicitation

provisions with certain employees.” (Id. at ¶ 42). Employees

are also provided with handbooks that describe policies

regarding “use and disclosure of . . . confidential

information and trade secrets . . . , unauthorized use of

computers, theft of [Plaintiff’s] property, the appropriate

business use of the internet and email system, and the

safeguarding of customer and potential customer personal

information.” (Id. at ¶ 43). Plaintiff further requires that

employees “use electronic credentials and passwords” before

connecting to company systems, such as the ZoHo™ platform.

(Id. at ¶ 44).

Many of the individual Defendants signed agreements with

Plaintiff that included restrictive covenants. Toma, Ruby,

Arnold, Lawless, Hart, Kogge, Ayala, Venzor, Koga, and Prusik

all signed Mutual Non-Disclosure & Confidentiality

Agreements. (Id. at ¶ 46). These agreements included language

defining confidential information to include a wide range of

information, including “trade secrets, . . . supplier and

customer lists, employee information, . . . and business

documents and forms.” (Id. at ¶ 47). Similarly, Brown signed

an agreement in which he committed to maintain the

confidentiality of Plaintiff’s “financial data, proprietary

information, policy information, company documents and

business documents and [which] prohibit[ed] him from

disclosing such information after his separation.” (Id. at ¶

48). Additionally, Prusik signed a similar document called

“Confidentiality, Nonsolicitation, and Non-Competition

Agreements” with Plaintiff. (Id. at ¶ 49). This agreement

includes provisions prohibiting Prusik from retaining

Plaintiff’s materials after termination or disclosing trade

secrets, proprietary data, or other confidential information.

(Id. at ¶ 50). It also provides that

[d]uring the period that [Prusik] is employed by

[Plaintiff], and for a period of two years after

termination of the employment for any reason,

[Prusik] shall not, directly or indirectly, own,

manage, operate, control or participate in the

ownership, management, operation or control of, or

be connected as an officer, employee, partner,

director, agent, or otherwise with, or have any

financial interest in, or aid or assist anyone else

in the conduct of, any business of the type

conducted by the Company or that competes with the

Company in the United States or Canada . . . .

(Id.).

Microchip USA was founded in October 2021 by former

employees of Plaintiff, “including Toma, Arnold, Lawless,

Hart, Kogge, Ayala, Van de Motter, and Venzor, and who left

[Plaintiff’s employ] en masse with other employees and

contractors of [Plaintiff], including Ruby and Koga,” around

that time. (Id. at ¶ 53). “Upon information and belief, and

just like [Plaintiff], Microchip USA sells electronics

components, primarily microchips, integrated circuits, and

semiconductors, and its customers include manufacturers that

require these specialized components for their products . .

. .” (Id. at ¶ 55). Therefore, Plaintiff asserts that

Microchip is a direct competitor. (Id.).

“Upon information and belief, one or more owners and

managers of Microchip USA — including, but not limited to,

Toma and Lawless — misappropriated from [Plaintiff] its

confidential and/or proprietary information . . . .” (Id. at

¶ 56). Plaintiff provides a nonexclusive list of this

information, including, among others, databases containing

Plaintiff’s customer and vendor lists, employee sales data,

contract and template documents, and telephone account

information used to call customers and vendors. (Id.). “Upon

information and belief,” Microchip also uses the ZoHo™

platform and “may be utilizing [it] in the substantially same

manner as [Plaintiff].” (Id. at ¶ 57). Further, “[u]pon

information and belief,” Defendants used Plaintiff’s trade

secrets and confidential or proprietary information to

solicit and obtain business from customers and vendors who

previously worked with Plaintiff. (Id. at ¶ 60). As a result,

these entities reduced or terminated their business with

Plaintiff starting in late 2021. (Id.).

Additionally, “[u]pon information and belief,” Microchip

USA and/or the individual Defendants solicited and hired away

or contracted with former employees and contractors of

Plaintiff, including Defendants Prusik and Brown. (Id. at ¶

61). “Upon information and belief,” Defendants knew or with

reasonable due diligence would have known that the

individuals it solicited away had restrictive covenant

agreements with Plaintiff. (Id. at ¶ 62).

Since discovering Defendants’ actions, Plaintiff has

sought to mitigate harms and protect its trade secrets,

confidential and proprietary information, as well as address

the solicitation of its employees, customers, and vendors.

(Id. at ¶ 64).

Plaintiff’s amended complaint alleges nine claims: (1)

misappropriation of trade secrets in violation of the Defend

Trade Secrets Act by all Defendants, (2) misappropriation of

trade secrets in violation of the Florida Uniform Trade

Secrets Act by all Defendants, (3) breach of contract for

disclosure of confidential information by all individual

Defendants except Van de Motter, (4) breach of contract for

violation of non-competition provisions by Prusik, (5)

tortious interference with Plaintiff’s advantageous business

relationships by all Defendants, (6) tortious interference

with Plaintiff’s enforceable restrictive covenant agreements

by all Defendants, (7) breach of the duty of loyalty by

certain individual Defendants, including Prusik, (8) aiding

and abetting the breach of the duty of loyalty by Microchip

USA, and (9) violation of the Florida Deceptive and Unfair

Trade Practices Act by Microchip USA. (Id. at ¶¶ 66-157). On

September 8, 2023, Microchip USA, Trevor Toma, Jeff Ruby,

Josh Arnold, Jake Lawless, Alex Hart, Mitchell Kogge, Tyler

Ayala, Paul Venzor, Drew Van de Motter, Kimie Koga, John

Brown, and Michael Prusik moved to dismiss the complaint or

for a more definite statement. (Doc. # 27). Plaintiff

responded on September 29, 2023. (Doc. # 36). The Motion is

now ripe for review.

II. Legal Standard

On a motion to dismiss pursuant to Rule 12(b)(6), this

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) (internal

citations omitted). 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). The Court must limit its

consideration to well-pleaded 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).

Pleadings may be made based on “information and belief.”

SCOMA Chiropractic, P.A. v. Jackson Hewitt Inc., No. 2:17-

cv-24-SPC-CM, 2017 WL 3149360, at *4 (M.D. Fla. July 25, 2017)

(citing Daisy, Inc. v. Pollo Operations, Inc., No. 2:14-cv-

564-SPC-CM, 2015 WL 1418607, at *5 (M.D. Fla. Mar. 27, 2015)).

Such pleadings may be particularly appropriate when the

“information [is] peculiarly within the possession and

control of Defendants.” Functional Prods. Trading, S.A. v.

JITC, LLC, No. 1:12-cv-355-WSD, 2014 WL 3749213, at *8 (N.D.

Ga. July 29, 2014).

However, “the ‘belief’ must be ‘based on factual

information that makes the inference of culpability

plausible.’” SCOMA Chiropractic, P.A., 2017 WL 3149360, at *4

(citing Daisy, Inc., 2015 WL 1418607, at *5). “[T]he Court

need not accept as true any conclusory allegations in the

complaint based ‘upon information or belief’ unless the

complaint contains enough well-pleaded factual allegations to

state a claim for relief that is plausible on its face.”

Sellstate Realty Sys. Network, Inc. v. Black, No. 2:20-cv-

414-JLB-NPM, 2021 WL 354169, at *2 (M.D. Fla. Feb. 2, 2021).

Therefore, “the Court must separate conclusory allegations

from well-pleaded ones and determine if the well-pleaded

allegations (accepted as true) give rise to a claim for

relief.” Id. at *3.

III. Analysis

Defendants seek to dismiss Counts I-VIII of the

complaint, as well as the punitive damages claim in Count IX.

(Doc. # 27).

A. Reliance on “On Information and Belief”

Defendants’ arguments regarding Counts I-IV and VII-VIII

center on Plaintiff’s use of the qualification “on

information and belief” in its allegations against

Defendants. (Id.). Defendants argue that the complaint

overuses this language and that “dismissal is ultimately

required because the allegations made only on suspicion are

the material elements of Plaintiff’s claims.” (Id. at 4).

Plaintiff counters that, for the purposes of a motion to

dismiss, the Court should treat as true all factual

allegations made “on information and belief,” such that

Plaintiff has sufficiently pled its claims. (Doc. # 36 at 6).

Plaintiff asserts that it relied on this qualification

because the relevant information is within Defendants’

possession and, as a result, Plaintiff “does not know the

entire extent of the . . . misconduct.” (Id. at 8).

1. Counts I and II (Defend Trade Secrets Act and

Florida Uniform Trade Secrets Act)

In Counts I and II, Plaintiff alleges that all Defendants

misappropriated trade secrets in violation of the Defend

Trade Secrets Act and the Florida Uniform Trade Secrets Act.

(Doc. # 9 at ¶¶ 66-103). To plead a violation of the Defend

Trade Secrets Act, a plaintiff must allege that “(1) the

plaintiff owns a valid trade secret; (2) the trade secret

relates to a product or service used in, or intended for use

in, interstate commerce; and (3) the defendant

misappropriated that trade secret.” It Works Mktg., Inc. v.

Melaleuca, Inc., No. 8:20-cv-1743-KKM-TGW, 2021 WL 1650266,

at *7 (M.D. Fla. Apr. 27, 2021). Claims under the Florida

Uniform Trade Secrets Act generally share the same elements

as claims under the Defend Trade Secrets Act. Id.

In Count I, Plaintiff alleges that it owns valid trade

secrets and that these trade secrets “are related to a product

or service used in, or intended for use in, interstate or

foreign commerce.” (Doc. # 9 at ¶¶ 67-72).

While Plaintiff also concretely alleges that the

individual Defendants knew that “they had a duty to maintain

the secrecy of and not disclose or misappropriate DCI’s trade

secrets” (Id. at ¶ 73), all allegations that Defendants

misappropriated or disclosed Plaintiff’s trade secrets are

made upon information and belief. E.g., (Id. at ¶ 76)

(alleging, “[u]pon information and belief,” that “the

Individual Defendants misappropriated DCI’s trade secrets, or

appropriated them without authorization”); (Id. at ¶ 79)

(alleging, “[u]pon information and belief,” that “the

Defendants used or conspired to use DCI’s confidential

information or trade secrets to solicit DCI’s actual and

prospective customers and vendors to purchase competitive

products through Microchip USA”). The information provided is

not sufficient to state a plausible claim. See Sellstate

Realty Sys. Network, Inc., 2021 WL 354169, at *2 (“The amended

complaint contains no specific facts to support Sellstate's

allegations that Ms. Black failed to report sales or pay

franchisor fees—it merely states that Ms. Black did these

things upon information and belief. Without any well-pleaded

facts to accept as true, the Court has no idea how plausible

Sellstate's ‘belief’ might be.”).

Importantly, the Court cannot take these allegations as

true because Plaintiff also pleaded many foundational

allegations on information and belief. For example, the

complaint only alleges upon information and belief that

Microchip USA is a direct competitor of Plaintiff. (Doc. # 9

at ¶ 55). Similarly, it alleges upon information and belief

that Microchip USA uses the ZoHo™ platform and ”may be

utilizing” it in a similar way as does Plaintiff. (Id. at ¶

57). The Court recognizes Plaintiff’s concern that it does

not know the entire extent of Defendants’ alleged misconduct

(Doc. # 36 at 7-8). However, Plaintiff may present the facts

within its possession that support each claim while still

acknowledging this limitation.

Because Plaintiff’s allegations in Count II regarding

misappropriation and disclosure are similar to those in Count

I (Doc. # 9 at ¶¶ 93-100), Plaintiff has also not provided

sufficient factual information to plausibly state a claim

under the Florida Uniform Trade Secrets Act.

Therefore, Counts I and II are dismissed without

prejudice.

2. Counts III and IV (Breach of Contract for

Disclosure of Confidential Information and

Non-Competition)

In Counts III and IV, Plaintiff alleges two breach of

contract claims. (Id. at ¶¶ 104-18). First, Plaintiff alleges

breach of contract for disclosure of confidential information

by Toma, Ruby, Arnold, Lawless, Hart, Kogge, Ayala, Venzor,

Koga, Brown, and Prusik. (Id. at ¶¶ 104-11). Second, Plaintiff

alleges breach of non-compete restrictive covenants by

Prusik. (Id. at ¶¶ 112-18). To plead breach of contract under

Florida law, a plaintiff must allege that (1) a contract

exists, (2) Defendant materially breached the contract, and

(3) damages resulted from the breach. Ramirez v. Raptor Tech.

Grp., Inc., No. 5:12-cv-100-MMH-TBS, 2012 WL 2589256, at *3

(M.D. Fla. June 8, 2012).

In Count III, Plaintiff alleges the existence of

agreements signed by the named Defendants that prohibit

disclosure of confidential information. (Doc. # 9 at ¶¶ 105-

07). Similarly, in Count IV, Plaintiff alleges that Prusik

signed an enforceable agreement with a non-compete provision.

(Id. at ¶¶ 113-14).

However, all allegations relating to violation of the

contracts in the counts are made “[u]pon information and

belief.” (Id. at ¶¶ 109-10, 116-17). This poses the same

challenge as in Counts I and II. Plaintiff must allege

sufficient factual information to plausibly state a claim

that Defendants violated their contracts. See Sellstate

Realty Sys. Network, Inc., 2021 WL 354169, at *2 (“[T]he Court

need not accept as true any conclusory allegations in the

complaint based ‘upon information or belief’ unless the

complaint contains enough well-pleaded factual allegations to

state a claim for relief that is plausible on its face.”).

While the full extent of any breach may be unknown, Plaintiff

does not provide sufficient factual information for the Court

to take its allegations of breach as true. As above, because

foundational facts are alleged on information and belief, the

Court cannot take Plaintiff’s allegations of breach, also

made upon information and belief, as true.

Therefore, Counts III and IV are dismissed without

prejudice.

3. Counts VII and VIII (Breach of Duty of Loyalty

and Aiding and Abetting the Breach of Duty of

Loyalty)

Defendants also argue that Count VII for breach of duty

of loyalty by individual Defendants and Count VIII for aiding

and abetting the breach of duty of loyalty by Microchip USA

must be dismissed because Plaintiff alleges a breach of duty

of loyalty “[u]pon information and belief.” (Doc. # 27 at 15-

16).

An employee breaches their duty of loyalty when they

“engage in disloyal acts in anticipation of [their] future

competition, such as using confidential information acquired

during the course of [their] employment or soliciting

customers and other employees prior to the end of [their]

employment.” Furmanite Am., Inc. v. T.D. Williamson, Inc.,

506 F. Supp. 2d 1134, 1149 (M.D. Fla. Apr. 11, 2007). The

complaint alleges that the individual Defendants, including

Prusik, had fiduciary duties of loyalty to Plaintiff. (Doc.

# 9 at ¶ 138). Specifically, these Defendants had duties “not

to actively use their respective positions for their own

personal benefit, or for the benefit of other companies such

as Microchip USA, and/or to hinder [Plaintiff’s] ability to

succeed in its business operations.” (Id.). However,

Plaintiff’s only allegation of a breach of this duty is made

“[u]pon information and belief.” (Id. at ¶ 142). As with the

counts previously discussed, the factual information provided

is not sufficient for the Court to take this allegation as

true. Plaintiff must provide additional facts that support

its allegation that Defendants breached their duty of

loyalty.

Relatedly, Defendants argue that the aiding and abetting

claim must be dismissed because the claim for breach of duty

of loyalty was not adequately pled. (Doc. # 27 at 15-16). “A

cause of action for aiding and abetting requires,” among other

elements, “an underlying violation on the part of the primary

wrongdoer.” Wiand v. Wells Fargo Bank, N.A., 938 F. Supp. 2d

1238, 1244 (M.D. Fla. Apr. 5, 2013). Therefore, as the Court

has determined that Plaintiff did not plausibly allege a claim

for breach of the duty of loyalty, it will also dismiss the

claim for aiding and abetting this breach without prejudice.

Counts VII and VIII are dismissed without prejudice.2

B. Tortious Interference Claims

Defendants argue that Count V, alleging tortious

interference with Plaintiff’s advantageous business

relationships, and Count VI, alleging tortious interference

with enforceable restrictive covenant agreements, must also

be dismissed because Plaintiff has only offered “a recital of

the elements of a cause of action for tortious interference”

in each count. (Doc. # 27 at 12-14). The Court agrees.

To plead tortious interference with a business

relationship under Florida law, a plaintiff must allege “(1)

the existence of a business relationship[;] . . . (2)

knowledge of the relationship on the part of the defendant;

(3) an intentional and unjustified interference with the

2 Additionally, the Court notes that Count VII was alleged

against “[t]he Individual Defendants — including, but not

limited to, Centrone and Prusik.” (Doc. # 9 at ¶ 138). If

Plaintiff files an amended complaint, Plaintiff must specify

which Defendants committed this conduct. See Weiland v. Palm

Beach Cnty. Sheriff’s Off., 792 F.3d 1313, 1323 (11th Cir.

2015) (noting that a complaint is subject to dismissal if it

does not specify “which of the defendants the claim is brought

against”). While Plaintiff’s response to the Motion appears

to clarify that this claim is made against all individual

Defendants (Doc. # 36 at 15-16), the language included in the

complaint does not provide sufficient notice to Defendants.

relationship by the defendant; and (4) damage to the plaintiff

as a result of the breach of the relationship.” Whetstone

Indus. Inc. v. Yowie Grp. Ltd., No. 3:17-cv-HES-PDB, 2019 WL

13177819, at *2 (M.D. Fla. Aug. 15, 2019) (quoting Ethan

Allen, Inc. v. Georgetown Manor, Inc., 647 So. 2d 812, 814

(Fla. 1994)).

Similarly, to plead tortious interference with a

contractual relationship under Florida law, a plaintiff must

allege “(i) the existence of a contract; (ii) the defendant’s

knowledge thereof; (iii) the defendant’s intentional and

unjustified procurement of a breach thereof; and (iv)

damages.” Sun Life Assurance Co. of Canada v. Imperial Premium

Fin., LLC, 904 F.3d 1197, 1215 (11th Cir. 2018).

While the complaint includes allegations related to each

element of the tortious interference claims, these

allegations are insufficient. Plaintiff does not include

enough factual allegations as to all elements to make these

claims plausible. Importantly, Plaintiff does not outline the

actions taken by Defendants that constitute interference or

unjustified procurement. Therefore, these claims must also be

dismissed without prejudice. See Twombly, 550 U.S. at 555

(“[A] plaintiff’s obligation to provide the ‘grounds’ of his

‘entitle[ment] to relief’ requires more than labels and

conclusions, and a formulaic recitation of the elements of a

cause of action will not do.”).

Defendants further argue that Count V, for tortious

interference with advantageous business relationships, must

be dismissed because it fails to allege harm to a business

relationship. (Doc. # 27 at 13-14). “An integral element of

a claim of tortious interference with a business relationship

requires proof of damage to the plaintiff as a result of the

breach of the relationship.” Worldwide Primates, Inc. v.

McGreal, 26 F.3d 1089, 1091 (11th Cir. 1994) (citing Tamiami

Trail Tours, Inc. v. Cotton, 463 So. 2d 1126, 1127 (Fla.

1985)). Plaintiff must plead actual harm, “as opposed to

merely a suspicion or unsupported and speculative supposition

of harm.” Adams Arms, LLC v. Unified Weapons Sys., Inc., No.

8:16-cv-1503-VMC-AEP, 2017 WL 519273, at *6 (M.D. Fla. Feb.

8, 2017) (citing Realauction.com, LLC v. Grant St. Grp., Inc.,

82 So. 3d 1056, 1058 (Fla. 4th DCA 2011)).

In Count V, Plaintiff states that it “has advantageous

business relationships with its employees and its current and

prospective customers and vendors in its market area.” (Doc.

# 9 at ¶ 121). The Court agrees that this statement includes

some relationships that are not protected by Florida law. “A

protected business relationship need not be evidenced by an

enforceable contract. . . . However, the alleged business

relationship must afford the plaintiff existing or

prospective legal or contractual rights.” St. Johns River

Water Mgmt. Dist. v. Fernberg Geological Servs., Inc., 784

So. 2d 500, 504 (Fla. 5th DCA 2001) (citations and internal

quotation marks omitted). “As a general rule, an action for

tortious interference with a business relationship requires

a business relationship evidenced by an actual and

identifiable understanding or agreement which in all

probability would have been completed if the defendant had

not interfered.” Ethan Allen, Inc., 647 So. 2d at 815.

Therefore, while Plaintiff may be able to assert a claim

for tortious interference with a business relationship as to

relationships with some of its current customers and vendors,

Plaintiff will not be able to state a claim as to its

relationships with “prospective customers and vendors” if

Plaintiff has not reached an “actual and identifiable

understanding or agreement” with these entities. See Id.

Counts V and VI are dismissed without prejudice.

C. Punitive Damages

Finally, Defendants argue that Plaintiff’s claim for

punitive damages under FDUTPA in Count IX must be dismissed

or stricken because FDUTPA does not allow awards of punitive

damages. (Doc. # 27 at 16). “A claim for punitive damages is

outside the scope of . . . the FDUTPA.” Rollins, Inc. v.

Heller, 454 So. 2d 580, 585 (Fla. 3d DCA 1984). “Accordingly,

any award of punitive damages based upon a violation of FDUTPA

would be improper absent some independent basis such as

fraud.” Id. at 586.

Plaintiff argues that an independent basis exists here

based on Plaintiff’s claims of a violation of the Florida

Uniform Trade Secrets Act, tortious interference, and breach

of fiduciary duty. (Doc. # 36 at 17). However, while Plaintiff

may seek punitive damages under other causes of action that

provide for such damages, Plaintiff may not seek punitive

damages under FDUTPA. See Crmsuite Corp. v. Gen. Motors Co.,

No. 8:20-cv-762-WFJ-AAS, 2020 WL 5898970, at *4 n.2 (M.D.

Fla. Oct. 5, 2020) (“[P]unitive damages are outside the scope

of FDUTPA.”). Therefore, Plaintiff’s claim for punitive

damages under FDUTPA is dismissed with prejudice.

Accordingly, it is

ORDERED, ADJUDGED, and DECREED:

(1) Defendants Microchip USA LLC, Trevor Toma, Jeff Ruby,

Joshua Arnold, Jake Lawless, Alexander Hart, Mitchell

Kogge, Tyler Ayala, Paul Venzor, Thomas Andrew Van de

Motter, Kimie Koga, John Brown, and Michael Prusik’s

Motion to Dismiss Complaint or for More Definite

Statement (Doc. # 27) is GRANTED.

(2) Counts I-VIII are DISMISSED without prejudice.

Plaintiff’s claim for punitive damages in Count IX is

DISMISSED with prejudice.

(3) Plaintiff Direct Components, Inc. may file an amended

complaint within 14 days from the date of this Order.

DONE and ORDERED in Chambers in Tampa, Florida, this 2nd

day of May, 2024.

VIRGINIA M. HERNANDEZ’COVINGTON

UNITED STATES DISTRICT JUDGE

23