Skye Energy Ventures LLC v. Hollander

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA

FORT MYERS DIVISION

SKYE ENERGY VENTURES LLC,

Plaintiff,

v. Case No.: 2:25-cv-274-SPC-KCD

RICHARD J. HOLLANDER and

SOUTHERN LOGISTICS

FINANCIAL, INC.,

Defendants.

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OPINION AND ORDER

Before the Court are Defendants Richard Hollander and Southern

Logistics Financial, Inc.’s Motion to Dismiss (Doc. 23) and Plaintiff Skye

Energy Ventures LLC’s response (Doc. 26). For the reasons below, the Court

grants in part and denies in part Defendants’ motion.

I. Background

This case involves Defendants’ purportedly unauthorized release of

escrow funds.1 Plaintiff entered an agreement with non-party Euro Bunkering

Service Ltd. to store Plaintiff’s fuel for thirteen days. In exchange for such

services, Plaintiff was to pay Euro Bunkering over $1 million. The agreement

1 The Court “accept[s] the allegations in the complaint as true and constru[es] them in the

light most favorable to” Plaintiff. Belanger v. Salvation Army, 556 F.3d 1153, 1155 (11th Cir.

2009).

required Plaintiff to deposit the funds into escrow. Enter Defendants

Hollander and Southern Logistics. Hollander is an officer of Southern

Logistics. As alleged, Southern Logistics and/or Hollander agreed to hold the

funds in escrow. They also agreed to arrange for a tanker to move the stored

fuel to Plaintiff. But Plaintiff never received its fuel. Still, the escrow funds

were transferred to an unknown party—without Plaintiff’s written consent or

instruction. (Doc. 19).

Apparently, Hollander and/or Southern Logistics have done this before.

In two other instances, the lawsuits which are pending in state court,

Hollander and/or Southern Logistics transferred money held in escrow despite

the fact the contracted-for fuel was never delivered. (Doc. 19 ¶¶ 21–22).

Given the foregoing conduct, Plaintiff sues Defendants for federal RICO

violations (count I), Florida RICO violations (count II), negligence (counts III

and IV), breach of fiduciary duty (count V and VI), fraud (counts VII and VIII),

aiding and abetting breach of fiduciary duty (counts IX and X), and conversion

(counts XI and XII). Defendants move to dismiss arguing that Payment

Services Agreements (“PSAs”) the parties executed bar Plaintiff’s claims, and

that Plaintiff fails to state a claim.2 (Doc. 23).

2 Defendants also argue Plaintiff lacks Article III standing because one of the four invoices

attached to the amended complaint was not issued by Plaintiff. (Doc. 23 at 11). Because

Plaintiff issued the other three invoices, it alleges an injury in fact and has standing to bring

this action. The dispute over the remaining invoice is a damages issue, not a jurisdictional

one.

II. Legal Standard

To survive a Federal Rule of Civil Procedure 12(b)(6) motion, a complaint

must allege “sufficient factual matter, accepted as true, to state a claim to relief

that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009). Bare

“labels and conclusions, and a formulaic recitation of the elements of a cause

of action,” do not suffice. Bell Atl. Corp. v. Twombly, 550 U.S. 544, 555 (2007).

A district court should dismiss a claim when a party does not plead facts that

make the claim facially plausible. See id. at 570. A claim is facially plausible

when a court can draw a reasonable inference, based on the facts pled, that the

opposing party is liable for the alleged misconduct. See Iqbal, 556 U.S. at 678.

This plausibility standard requires “more than a sheer possibility that a

defendant has acted unlawfully.” Id. (citing Twombly, 550 U.S. at 557

(internal quotation marks omitted)).

Several of Plaintiff’s claims are also subject to Federal Rule of Civil

Procedure 9(b)’s heightened pleading standard. Rule 9(b) requires a plaintiff

“state with particularity the circumstances constituting fraud or mistake.”

Fed. R. Civ. P. 9(b). These circumstances include “(1) the precise statements,

documents, or misrepresentations made; (2) the time, place, and person

responsible for the statements; (3) the content and manner in which these

statements misled the plaintiff; and (4) what the defendants gained by the

alleged fraud.” Fortson v. Best Rate Funding, Corp., 602 F. App’x 479, 483

(11th Cir. 2015) (cleaned up). In other words, claims of fraud must proffer “the

who, what, when, where, and how of the fraud alleged.” Omnipol, a.S. v.

Worrell, 421 F. Supp. 3d 1321, 1343 (M.D. Fla. 2019), aff’d sub nom., 32 F.4th

1298 (11th Cir. 2022).

III. Analysis

Before turning to the merits, the Court addresses two preliminary issues:

jurisdiction and the PSAs. First, a jurisdictional concern in Plaintiff’s

amended complaint. Plaintiff brings this action under both federal-question

and diversity jurisdiction. (Doc. 19 ¶¶ 6–7). Plaintiff is a limited liability

company. An LLC is a citizen of every state in which one of its members is

domiciled. See Rolling Greens MHP, L.P. v. Comcast SCH Holdings L.L.C.,

374 F.3d 1020 (11th Cir. 2004). But Plaintiff merely alleges that it “is a Texas

company[.]” (Doc. 19 ¶¶ 1, 7). Plaintiff must rectify this pleading deficiency in

its second amended complaint.

The next issue is whether the Court can consider the PSAs at this stage.

Plaintiff did not include the PSAs in its amended complaint. Rather,

Defendants attach them to their motion to dismiss. (Doc. 23-1). These

agreements indicate that Southern Logistics acted solely as a “paymaster”

rather than an escrow agent. Specifically, the PSAs show that Plaintiff agreed

that Southern Logistics and its officers “are acting solely as paymasters and

do not warrant or guarantee the performance of the invoice issuer/provider[.]”

(Id.). They also state that Plaintiff agrees to “hold harmless [Southern

Logistics] and [its] agents from and indemnify them from any and all claims

arising out of or related to the performance of the issuer/provider of any

services.” (Id.). Plaintiff’s authorized agent electronically signed these

agreements. (Id.). If considered, the PSAs jeopardize Plaintiff’s case.

The Court can only consider the PSAs if they are central to Plaintiff’s

claim and undisputed. See Johnson v. City of Atlanta, 107 F.4th 1292, 1300

(11th Cir. 2024). In the amended complaint, Plaintiff anticipatorily alleged in

a footnote that if Defendants try to point to any paymaster agreement, such

agreement “is contended to be a forgery and not signed by Plaintiff.” (Doc. 19

at 4 n.1). Plaintiff reasserts this forgery accusation in its response. (Doc. 26).

It also claims that it does not have the valid escrow agreement but hopes to

acquire it during discovery. (Doc. 19 ¶ 20). Although these vague assertions

raise suspicion, Plaintiff’s forgery contention precludes consideration of the

PSAs.3 See List Indus., Inc. v. Wells Fargo Bank, N.A., No. 17-CV-61204, 2018

WL 4334876, at *2 (S.D. Fla. Sept. 11, 2018) (concluding the plaintiff’s claim

that the contract was unauthenticated and forged “raises factual issues that

3 Plaintiff cites Graveling v. Castle Mortg. Co., 631 F. App'x 690, 693 (11th Cir. 2015) for the

proposition that Plaintiff cannot provide “naked assertions” of forgery “without further

factual enhancement” to survive the motion to dismiss. But the facts of that case are

distinguishable. There, the plaintiffs did not raise the forgery concern until after the Court

already ruled on the motion to dismiss. Id. So the Eleventh Circuit held the trial court

properly considered the documents. Id.

cannot be resolved at the motion to dismiss stage”); Kalpakchian v. Bank of

Am. Corp., 832 F. App’x 579, 583 (11th Cir. 2020) (citing Horsley v. Feldt, 304

F.3d 1125, 1135 (11th Cir. 2002) (“A plaintiff can dispute the authenticity of a

document simply by saying that the proffered document is not the one referred

to in her complaint.”). Without the benefit of the PSAs, the Court turns to

whether Plaintiff states a claim.

RICO (counts I and II)

First up are Plaintiff’s federal and Florida RICO claims.4 To establish

RICO liability, a plaintiff must plead that the defendant “committed a pattern

of RICO predicate acts,” that plaintiff suffered injury, and that the defendant’s

racketeering proximately caused the injury. Simpson v. Sanderson Farms,

Inc., 744 F.3d 702, 705 (11th Cir. 2014). This requires a plaintiff to allege “(1)

the defendants committed two or more predicate acts within a ten-year time

span; (2) the predicate acts were related to one another; and (3) the predicate

acts demonstrated criminal conduct of a continuing nature.” Jackson, 372 F.3d

at 1264 (citing 18 U.S.C. § 1961(5)).

4 “[I]nterpretation of Florida’s RICO law is informed by case law interpreting the federal

RICO statute on which Chapter 772 is patterned.” Jackson v. BellSouth

Telecommunications, 372 F.3d 1250, 1263 (11th Cir. 2004); see also Palmas Y Bambu, S.A. v.

E.I. Dupont De Nemours & Co., 881 So. 2d 565, 570 n.1 (Fla. Dist. Ct. App. 2004) (“Because

of the similarities between Florida and federal RICO acts, Florida looks to federal authority

regarding the interpretation and application of its act.”). So, unless otherwise noted, the

Court reviews Plaintiff’s federal and Florida RICO claims together.

Plaintiff alleges that Defendants violated 18 U.S.C. §§ 1962(a)–(c) and

Fla. Stat. § 772.103(3) by engaging “in a criminal enterprise to portray

themselves as escrow agents in international fuel transactions with the true

intent of releasing escrowed funds for personal monetary gain and/or foreign

interests without ever delivering the fuel.” (Doc. 19 ¶¶ 26, 37). It also alleges

Defendants conspired to violate RICO in violation of 18 U.S.C. § 1962(d) and

Fla. Stat. § 772.103(4). It is unclear on what statutory “racketeering activity”

or “criminal activity”5 Plaintiff bases its claims, but it seems to be wire fraud.

(See Doc. 19 (referring to Defendants’ “fraudulent international fuel

transactions”); Doc. 26 at 1 (referencing Defendants’ “liability for their

international wire fraud”)).

Plaintiff fails to state a RICO claim. Because Plaintiff’s RICO claims are

predicated on fraud, they must satisfy Rule 9(b)’s heightened pleading

requirement as to the alleged predicate acts. See Otto Candies, LLC v.

Citigroup Inc., 137 F.4th 1158, 1197 (11th Cir. 2025). But Plaintiff’s

allegations fall well short of this heightened standard. To begin, Plaintiff never

alleges who committed the allegedly fraudulent acts. For instance, Plaintiff

5 18 U.S.C. § 1961(1) defines “racketeering activity” as used in 18 U.S.C. § 1962, which

includes a long list of criminal actions, including wire fraud under 18 U.S.C. § 1343.

Similarly, Fla. Stat. § 772.102(1) defines “criminal activity” as used in Fla. Stat. § 772.103,

which includes fraud generally under chapter 817. See Fla. Stat. § 772.102(1)(a)(22).

Plaintiff must specify the underlying racketeering/criminal activity in its second amended

complaint.

passively alleges that the escrow funds were “transferred out of the escrow

account to an unknown party” (Doc. 19 ¶ 18), without indicating who executed

the transfer. Similarly, Plaintiff alleges that “HOLLANDER and/or

SOUTHERN LOGISTICS advised Plaintiff that it would accept escrow funds

and arrange for a tanker to move the Fuel to Plaintiff” and that “HOLLANDER

and/or SOUTHERN LOGISTICS accepted $1,496,000 in escrow from Plaintiff,

indicated that it had received funds to be held in escrow, and had assigned a

tanker to receive the Fuel and ship it to Plaintiff.” (Doc. 19 ¶¶ 13–14). Rather

than allege each Defendants’ individual conduct, Plaintiff lumps them

together. This is improper under Rule 9(b). See Brooks v. Blue Cross & Blue

Shield of Fla., Inc., 116 F.3d 1364, 1381 (11th Cir. 1997) (finding that the

plaintiffs failed to allege their RICO claim with specificity by “simply lump[ing]

together all of the Defendants in their allegations of fraud”); Viridis Corp. v.

TCA Glob. Credit Master Fund, LP, 155 F. Supp. 3d 1344, 1362 (S.D. Fla. 2015)

(same).

What’s more, Plaintiff insists Defendants needed its consent to transfer

the funds out of escrow but fails to allege any agreement with such condition.

Likewise, it claims Defendants agreed to deliver the fuel without providing any

details of this agreement (i.e., the terms of the agreement, when it was made,

or what document (if any) memorialized it). Such information is required.

And the Court is generally unclear what conduct was fraudulent or

wrongful. As alleged, Euro Bunkering agreed to store Plaintiff’s fuel in

exchange for over $1 million. Defendants agreed to hold those funds in escrow.

Given there is no allegation that Euro Bunkering failed to fulfill its obligations,

the Court fails to understand why Defendants were wrong to release the escrow

funds. Perhaps the fraud was Defendants’ agreement to transfer the fuel and

subsequent failure to do so. If so, the relevance of the escrow funds (which was

payment for Euro Bunkering’s fuel-storage) is a mystery. Needless to say, the

Court (and Defendants) is left clueless as to what fraud purportedly occurred.

Plaintiff also fails to allege with particularity the two additional

predicate acts. To establish a pattern of racketeering, Plaintiff cites two other

pending lawsuits in which Defendants are sued for transferring funds out of

escrow during a fuel transaction. (Doc. 19 ¶¶ 21–22). But Plaintiff provides

even less detail about these predicate acts than the underlying act. Although

Plaintiff supplies the complaints from these other lawsuits, this does not save

its pleading deficiencies under Rule 9(b) (or even Rule 8); Plaintiff must allege

the requisite facts in the complaint. See Carter v. Brown Mackie Coll. Miami

& Educ. Mgmt. Corp., No. 15-61887-CIV, 2016 WL 6496632, at *1 (S.D. Fla.

Feb. 4, 2016) (“Plaintiff’s Complaint does include several attachments that

shed additional light on her claims. But these attachments cannot substitute

for compliance with Rule 8.”).

More problematic though, Plaintiff fails to allege what Defendants

gained by the alleged fraud. Although it broadly alleges Defendants engaged

in the fraud for “personal monetary gain and/or foreign interests” (Doc. 19

¶ 26), how Defendants profited from the alleged misconduct is unclear. If the

escrow funds were transferred to an unknown account, how did Defendants

benefit? What foreign interest did the alleged conduct further? And how do

those foreign interests benefit Defendants? Rule 9(b) demands answers.

Plaintiff’s pleading woes don’t stop there. While the predicate acts are

subject to Rule 9(b), the remaining elements fail to satisfy general pleading

standards. Plaintiff alleges that Defendants violated every federal RICO

subsection, 18 U.S.C. §§ 1962(a)–(d), as well as two of Florida’s RICO

subsections, Fla. Stat. §§ 772.103(3)–(4). (Doc. 19). But other than broadly

alleging that Defendants engaged in three similar instances of racketeering

activity, Plaintiff simply regurgitates the statutory language from each

subsection. (Doc. 19 ¶¶ 28–31; 39—40). It is entirely unclear how the minimal

facts alleged fit within each subsection. Such conclusory allegations are

insufficient.

Plaintiff also fails to allege critical elements of a RICO claim. One such

element is continuity. RICO laws were designed to address crimes that are

“part of a pattern of ongoing, continuing criminality or that involves

criminality that promises to continue into the future.” Jackson, 372 F.3d at

1265. “For this reason, continuity of criminal activity is the hallmark of a

RICO claim, and establishing this element is crucial.” Parsons v. Changco, No.

2:23-CV-742-JLB-NPM, 2024 WL 1743372, at *2 (M.D. Fla. Apr. 23, 2024). A

plaintiff establishes continuity through either a closed- or open-ended concept.

Id. A close-ended concept “refers to a closed period of repeated conduct

extending over a substantial period of time,” whereas an open-ended concept

“requires a showing of past conduct that, by its nature, projects into the future

with a threat of repetition.” Id. It is unclear which concept (or both) Plaintiff

applies to establish its RICO claims.

Plaintiff also fails to allege the existence of an enterprise. The alleged

racketeering enterprise consists of Southern Logistics and its officer,

Hollander. (Doc. 19). But “plaintiffs may not plead the existence of a RICO

enterprise between a corporate defendant and its agents or employees acting

within the scope of their roles for the corporation because a corporation

necessarily acts through its agents and employees.” Ray v. Spirit Airlines, Inc.,

836 F.3d 1340, 1357 (11th Cir. 2016); see also Wegman v. United States

Specialty Sports Ass’n, Inc., No. 6:23-CV-1637-RBD-RMN, 2024 WL 5679233,

at *3 (M.D. Fla. Nov. 22, 2024) (dismissing RICO claim because “the enterprise

cannot be comprised of only USSSA and its officers and directors—a

corporation cannot conspire with itself”). This is precisely what Plaintiff does

here.

Plaintiff argues that Hollander was not acting within the scope of his

employment because it alleges Hollander acted “for personal monetary gain.”

(Doc. 19 ¶¶ 28–31, 39–40). But Plaintiff alleges the same of Southern Logistics.

(Id.). Plus, a corporate entity like Southern Logistics cannot act on its own; it

acts through its employees. “Because every corporation acts through its own

employees as a matter of course, allowing such pleadings to go forward would

turn every claim of corporate fraud into a RICO violation.” Ray, 836 F.3d at

1357. So Plaintiff’s alleged enterprise is insufficient.

Plaintiff also fails to allege injury. It simply asserts that “Plaintiff has

been injured by HOLLANDER and SOUTHERN LOGISTICS’s violation[.]”

(Doc. 19 ¶¶ 32, 41). But what exactly is the injury? Is it the loss of escrow

funds? Is it that Plaintiff did not get the service it bargained for? It remains

a mystery. And without knowing Plaintiff’s injury, the Court cannot assess

whether Defendants caused the injury—another essential element of a RICO

claim. This is yet another reason to dismiss Plaintiff’s RICO claims.

Finally, because Plaintiff’s substantive RICO claims fail, its conspiracy

claims (18 U.S.C. § 1962(d) and Fla. Stat. § 772.103(4)) fail as well. For its

conspiracy claims, Plaintiff simply alleges that Defendants “conspire[ed] or

endeavor[ed] to violate” 18 U.S.C. § 1962(d) and Fla. Stat. § 772.103(4) “by

releasing escrowed funds under fraudulent international fuel transactions for

personal monetary gain.” (Doc. 19 ¶¶ 31, 40). When the substantive RICO

claims are dismissed and a RICO conspiracy claim “adds nothing” to the

substantive allegations, the conspiracy claims are also dismissed. See Otto

Candies, LLC, 137 F.4th at 1203; Jackson, 372 F.3d at 1269. Such is the case

here. So the Court dismisses Plaintiff’s RICO claims.

Negligence (counts III and IV)

“To state a claim for negligence, a plaintiff must allege four elements: a

duty, breach of that duty, causation, and damages.” Farmer v. Humana, Inc.,

582 F. Supp. 3d 1176, 1185 (M.D. Fla. 2022) (internal citation omitted).

Plaintiff alleges that Defendants owed it a duty “not to disburse the escrow

funds without Plaintiff’s authorization when the Fuel was never delivered,”

which Defendants breached by doing exactly that. (Doc. 19 ¶¶ 45–46, 49–50).

Because of this breach, Plaintiff suffered damages “including the loss of the

entire escrow deposit.” (Id. ¶¶ 47, 51). Seeking to dismiss these claims,

Defendants point to provisions in the PSAs, which the Court cannot consider.

Without any other argument, the negligence claims survive.

Breach of Fiduciary Duty (counts V and VI)

“To state a claim for breach of common law fiduciary duty Plaintiff must

allege (1) the existence of a fiduciary duty; (2) its breach; and (3) damages

proximately caused by the breach.” Dominguez v. Sasson, No. 21-CV-60146-

RAR, 2022 WL 2400042, at *7 (S.D. Fla. July 4, 2022) (internal citation and

quotations omitted). Plaintiff’s allegations for these claims are identical to its

negligence claims. (Doc. 19 ¶¶ 52–59). Defendants seek to dismiss these

claims, arguing that they did not owe Plaintiff a fiduciary duty.

“Under Florida law, an escrow holder is a fiduciary of the parties to the

escrow agreement.” Dominguez, 2022 WL 2400042, at *7. But “the duties that

an escrow agent owes the parties are defined by the escrow agreement itself.”

Frankel v. Street, No. 07-60948-CIV, 2007 WL 9700557, at *3 (S.D. Fla. Dec. 7,

2007) (collecting Florida cases). Plaintiff has identified no escrow agreement

or provision thereof that outlines any fiduciary duty Defendants owe. So the

Court dismisses these claims.

Fraud (counts VII and VIII)

Under Florida law, “[a] plaintiff must allege four elements to establish a

fraud or a fraudulent misrepresentation claim: (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.”

Delgado v. Rutledge, No. 22-CV-23435-DPG, 2024 WL 3570258, at *4 (S.D. Fla.

Mar. 29, 2024) (citation omitted). Plaintiff broadly alleges that Defendants

“made the material representation to Plaintiff that [they] would hold Plaintiff’s

deposit in escrow and arrange for the fuel transport in the transaction.” (Doc.

19 ¶¶ 61, 66). The amended complaint continues that Defendants knew these

representations were false, Defendants intended that Plaintiff act on these

misrepresentations, and Plaintiff justifiably relied on them. (Id. ¶¶ 62–64, 67–

69).

Fraud claims are subject to Rule 9(b)’s heightened pleading requirement.

See Fed. R. Civ. P. 9(b). For all the same reasons outlined in the Rule 9(b)

analysis of Plaintiff’s RICO claims, Plaintiff fails to satisfy this standard for

its fraud claims. So the Court dismisses them.

Aiding and Abetting Breach of Fiduciary Duty (counts IX and X)

“To state a cause of action for aiding and abetting the breach of a

fiduciary duty, a plaintiff must plead facts establishing: 1) a fiduciary duty on

the part of a primary wrongdoer; 2) a breach of that fiduciary duty; 3)

knowledge of the breach by the alleged aider and abettor; and 4) the aider and

abettor’s substantial assistance or encouragement of the wrongdoing.”

Taubenfeld v. Lasko, 324 So. 3d 529, 540–41 (Fla. Dist. Ct. App. 2021). Because

the Court dismissed Plaintiff’s breach of fiduciary duty claim, the aiding and

abetting claim is likewise dismissed. See Med-Stop, Inc. v. Vandutch, Inc., No.

23-CV-21875, 2025 WL 26731, at *9 (S.D. Fla. Jan. 3, 2025) (dismissing aiding

and abetting claims because the plaintiff failed to allege an underlying

violation).

Conversion (counts XI and XII)

To state a conversion claim under Florida law, a plaintiff must allege:

“(1) Defendant wrongfully asserted dominion; (2) over his property; (3) that

was inconsistent with his ownership therein.” Harrington v. Veritext, LLC, No.

24-CV-22787, 2025 WL 1591614, at *15 (S.D. Fla. May 1, 2025). Defendants

again point to the PSAs, which they believe bar the conversion claims. Because

the Court cannot consider the PSAs and without any other argument, the

conversion claims survive.

Accordingly, it is

ORDERED:

1. Defendants’ motion to dismiss (Doc. 28) is GRANTED in part and

DENIED in part.

2. Counts I-I] and V-X are DISMISSED without prejudice.

3. On or before July 14, 2025, Plaintiff must file a second amended

complaint.

DONE and ORDERED in Fort Myers, Florida on June 30, 2025.

UNITED STATES DISTRICT JUDGE

Copies: All Parties of Record

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