Peyton

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO. 24-CV-21649-ELFENBEIN

DAVID PEYTON,

Plaintiff,

v.

ERIC K. GRANT,

Defendant.

_________________/

ORDER ON PLAINTIFF/COUNTER-DEFENDANT’S MOTION FOR SUMMARY

JUDGMENT ON DEFENDANT/COUNTER-PLAINTIFF’S COUNTERCLAIMS

THIS CAUSE is before the Court on Plaintiff/Counter-Defendant David Peyton’s

(“Plaintiff”) Motion for Summary Judgment on Defendant/Counter-Plaintiff Eric K. Grant’s

(“Defendant”) Counterclaims, (the “Motion”), ECF No. [342]. Having reviewed the Motion, the

Response and Reply, as well as the record1 and relevant law, Plaintiff’s Motion, ECF No. [342],

is GRANTED.

1 The Court takes the information in this section from the full summary judgment record, including

Plaintiff’s Second Amended Complaint (the “Complaint”), Defendant’s operative Answer and Affirmative

Defenses and Counterclaim (the “Counterclaim”), Plaintiff’s Answer to the Counterclaim, the Parties’

motions for summary judgment and responses thereto, statements of material fact and responses thereto,

and the documentary evidence on the docket. See, e.g., ECF No. [162]; ECF No. [282]; ECF No. [342];

ECF No. [343]; ECF No. [345]; ECF No. [345-1]; ECF No. [359]; ECF No. [360]; ECF No. [373]; ECF

No. [373-1]; ECF No. [375]; ECF No. [375-1]; ECF No. [382]; ECF No. [383]; ECF No. [383-1]; Zurich

Am. Ins. Co. v. Nat’l Specialty Ins. Co., 246 F. Supp. 3d 1347, 1354–55 (S.D. Fla. 2017). As required on

summary judgment, the Court considers these “facts” in the light most favorable to the non-moving party,

meaning Defendant on Plaintiff’s Motion for Summary Judgment, and Plaintiff on Defendant’s Motion for

Summary Judgment. See Davis v. Williams, 451 F.3d 759, 763 (11th Cir. 2006) (“Even though the facts,

as accepted at the summary judgment stage of the proceedings, may not be the actual facts of the case,” a

court’s “analysis for purposes of summary judgment must begin with a description of the facts in the light

most favorable to the” non-moving party. (citations and quotation marks omitted)).

I. INTRODUCTION

This business dispute arises from the Parties’ relationship with Nexxt Gen Corporation

(“Nexxt Gen”), including disagreements about their respective ownership and roles, and

allegations of misuse of company resources. Plaintiff originally brought this action individually

and as a shareholder of Nexxt Gen against Defendant and Nexxt Gen. See ECF No. [162]. The

Second Amended Complaint, which is the operative pleading (“the Complaint”), alleges that

Defendant used his control over Nexxt Gen’s finances to make unauthorized transfers and

expenditures, including moving Nexxt Gen money to another entity co-owned by the Parties,

Holliday Process Solutions, LLC (“HPS”), and into Defendant’s personal retirement accounts. See

id. at ¶¶67-77. Plaintiff alleges that these actions violate Section 8 of the Shareholder Agreement

that required specified approvals for spending or transfers. See id. In connection with these

allegations, Plaintiff brings fourteen claims: (1) fraudulent transfers to HPS (Count I); (2)

fraudulent transfers to TD Ameritrade (Count II); (3) conversion of funds to HPS (Count III); (4)

conversion of funds to pension funds (Count IV); (5) breach of contract (Count V); (6) negligence

(Count VI); (7) gross negligence (Count VII); (8) fraud in the inducement/fraudulent

misrepresentation (Count VIII); (9) declaratory judgment (Count IX); (10) constructive trust on

pension accounts (Count X); (11) breach of fiduciary duty (Count XI); (12) unjust enrichment

(Count XII); (13) quantum meruit (Count XIII); and (14) false informational return in violation of

26 U.S.C. § 7430 (Count XIV). See id. at 21-43.

On February 28, 2025, the Court dismissed Counts I, II, and III with prejudice. See ECF

No. [259] at 3. On August 28, 2025, after the Court bifurcated the case to determine, inter alia,

whether Plaintiff held any equity interest in Nexxt Gen as a shareholder under the Shareholder

Agreement, and whether Plaintiff established the existence of a joint venture with Defendant, the

Court determined that Plaintiff never became an owner or shareholder of Nexxt Gen. See ECF

No. [331] at 25, 34; ECF No. [160]. Accordingly, the Court found in favor of Defendant and

against Plaintiff on Count IX of the Complaint. See id. at 25. Plaintiff’s remaining claims include

Counts IV-VIII and X-XIII.

In Defendant’s Answer and Counterclaim (the “Counterclaim”), Defendant asserts a

different set of allegations. See ECF No. [282]. Defendant alleges Plaintiff diverted Nexxt Gen

business and customer relationships to NexxtGen Communications Holdings, LLC (“NGVSAT”),

a corporation wholly owned by Plaintiff, “with the intent to personally capitalize on the profits and

utilizing Nexxt Gen funds as overhead.” See id. at ¶18. In connection with these allegations,

Defendant brings six claims: (1) breach of fiduciary duty (Count I); (2) waste of corporate assets

(Count II); (3) tortious interference with a contractual relationship (Count III); (4) tortious

interference with a business relationship (Count IV); (5) conversion (Count V); and (6) unjust

enrichment (Count VI). See id. at 30-34.

On September 22, 2025, the Parties filed their respective Motions for Summary Judgment

requesting the Court grant summary judgment on the opposing Party’s claims. See ECF No. [342];

ECF No. [345]. Plaintiff’s Motion argues that Defendant’s Counterclaims are merely different

labels for the same core accusation — that Plaintiff diverted Nexxt Gen’s business, money, or

assets to NGVSAT — and that the accusation “never occurred.” See ECF No. [342] at 1.

Plaintiff’s theme is that NGVSAT never conducted any business, never competed with Nexxt Gen,

and its bank account records “clearly show that no business was ever conducted” and no benefit

was obtained, so there is “no basis” for any of Defendant’s Counterclaims. See id. at 1-4.

Defendant thereafter filed his Response in Opposition to the Motion (the “Response”), ECF

No. [359], wherein Defendant opposes Plaintiff’s Motion on Counts I, II, V, and VI of the

Counterclaim and concedes that Counts III and IV for tortious interference do not survive summary

judgment. See ECF No. [359] at 3; ECF No. [373] at 8. Defendant puts forth evidence of Nexxt

Gen’s relationship with Brookfield Power US Asset Management LLC (“Brookfield”), arguing

that Brookfield is a Nexxt Gen customer and Plaintiff, on behalf of NGVSAT, performed Nexxt

Gen’s duties to Brookfield, thereby misappropriating Nexxt Gen’s assets and diverting its expected

revenues. See id. at 7-8, 9-10. On October 17, 2025, Plaintiff filed his Reply in Support of the

Motion (the “Reply”). See ECF No. [373]. The Motion has been fully briefed and is ripe for

review.

II. FACTUAL BACKGROUND2

It is undisputed that Plaintiff formed NGVSAT on May 23, 2023 and that he is its majority

member. See ECF No. [373-1] at ¶¶1-2.3 The Parties agree that NGVSAT is referred to as such

in this litigation, and generally outside of it, but dispute whether NGVSAT is also referred to as

NGC, NGC Holdings, NGC Communications, and/or NGC Comms. See id. It is undisputed that

NGVSAT banked only with Wells Fargo. See id. at ¶¶5–7. Plaintiff asserts, and Defendant

disputes through his own additional facts, that Plaintiff never stole business from Nexxt Gen

generally or routed it to NGVSAT, Plaintiff never diverted customers from Nexxt Gen to

2 “All material facts in any Party’s Statement of Material Facts may be deemed admitted unless controverted

by the other Party’s Statement of Material Facts, provided that: (i) the Court finds that the material fact at

issue is supported by properly cited record evidence; and (ii) any exception under Fed. R. Civ. P. 56 does

not apply.” S.D. Fla. L.R. 56.1(c). “If a party fails to properly support an assertion of fact or fails to

properly address another party’s assertion of fact as required by Rule 56(c), the court may… consider the

fact undisputed for purposes of the motion…” Fed. R. Civ. P. 56(e). Anything not expressly disputed is,

therefore, deemed admitted. The Court also noted this Rule in the Order Granting Motions to Bifurcate and

Setting Trial and Pretrial Schedule. See ECF No. [160] at 5.

3 For efficiency, the Court cites Plaintiff’s Reply Statement of Material Facts (“SMF”), ECF No. [373-1],

which consolidates and references the assertions and positions from Plaintiff’s SMF, Defendant’s Response

SMF, and Plaintiff’s Reply SMF.

NGVSAT, or any other company, and that Plaintiff has never used Nexxt Gen resources for the

benefit of NGVSAT. See id. at ¶¶8–11.

Plaintiff also asserts, but Defendant failed to dispute, the following facts.4 NGVSAT never

operated, received any benefit from any source, nor had any debt. See id. at ¶¶12–13, 18. Plaintiff

has never allowed anyone to steal business from Nexxt Gen or to divert customers from Nexxt

Gen to NGVSAT, and Plaintiff has never used Nexxt Gen resources for NGVSAT’s benefit. See

id. at ¶¶14–16, 22. Plaintiff never paid commissions to route business to NGVSAT, nor directed

Nexxt Gen clients to pay NGVSAT. See id. at ¶¶19–22. Plaintiff has never been enriched by

Nexxt Gen through any process involving NGVSAT. See id. at ¶24. Plaintiff has never paid or

moved Nexxt Gen funds to, or otherwise enriched, DLL Enterprises or Sagenet outside the regular

course of business as Nexxt Gen’s agent and subject to contracts and invoices from Sagenet. See

id. at ¶23. Plaintiff has never secured any debt for NGVSAT using Nexxt Gen’s name or credit.5

See id. at ¶¶17–18.

Also undisputed, on February 14, 2025, Plaintiff provided the Receiver’s partner, Hernan

Serrano, full access to NGVSAT’s Wells Fargo accounts; nevertheless, Serrano never accessed

the accounts. See id. at ¶¶26–28. Despite conducting a months-long investigation that included

depositions, production of thousands of emails, and entire banking records, Serrano ultimately

discovered no diversion of Nexxt Gen business to NGVSAT. See id. at ¶¶29–31.

4 Defendant failed to respond to paragraphs 12 through 32 of Plaintiff’s SMF. See generally ECF No. [360].

Accordingly, the Court treats these facts as undisputed if supported by Plaintiff’s asserted evidence. See

S.D. Fla. L.R. 56.1(c); Fed. R. Civ. P. 56(e).

5 Plaintiff, however, admits to using Nexxt Gen’s credit information for the purpose of obtaining credit for

NGVSAT; although Plaintiff disputes that this application was consummated and any credit was ever

acquired. See id. at ¶20.

Defendant’s Additional Material Facts describe Nexxt Gen’s relationship with Brookfield

and the Parties’ disputes arising from Starlink-related activity. See ECF No. [360] at ¶¶12–25.

Defendant contends Brookfield has been Nexxt Gen’s satellite internet service and

telecommunications equipment customer since August 22, 2019, relying on an Internet Access

Service and Equipment Purchase Agreement (the “IAS Agreement”). See id. at ¶13. Plaintiff

disputes Defendant’s characterization of Brookfield as a Nexxt Gen “customer,” contending

instead that Brookfield is (and has always been) a SageNet customer and that Nexxt Gen merely

served as a billing passthrough for SageNet. See ECF No. [373-1] at p. 7-8, ¶¶13-14.6 Plaintiff

does not, however, dispute the existence or validity of the IAS Agreement and cites it in support

of the dispute. See id. Because Plaintiff’s dispute is directed at the IAS Agreement’s

interpretation, the Court looks to the contract’s plain language.7 The IAS Agreement is, on its

face, “by and between” Nexxt Gen and Brookfield, and sets out payment terms between those

parties, and contains no provision stating that Nexxt Gen is acting as a billing agent for SageNet

or that Brookfield is a party to a separate SageNet contract. See ECF No. [360] at 110. It references

SageNet only in describing certain Network Operations Center (“NOC”) access and related

monitoring services within the Nexxt Gen–Brookfield contractual framework. See id. at 111.

6 Because Defendant failed to respond to all of Plaintiff’s material facts, Plaintiff’s Reply SMF contains

duplicative paragraph numbers from 12 to 32; accordingly, the Court will omit page pin cites when citing

to paragraph numbers 1 through 32 from Plaintiff’s Reply SMF, but will include page pin cites when citing

to Plaintiff’s responses to Defendant’s Additional Material Facts.

7 “Contract interpretation is a matter of law to be determined by the Court.” Stevens v. Penn Nat'l Gaming

Inc., No. 11-CV-20214, 2011 WL 13223519, at *3 (S.D. Fla. Oct. 17, 2011) (citing Technical Coating

Apps., Inc. v. U.S. Fid. & Guar. Co., 157 F.3d 843 (11th Cir. 1998)). “When the language of a contract is

clear and unambiguous, its interpretation or construction is a matter of law.” Id. (quoting Action Nissan,

Inc. v. Hyundai Motor Am., 617 F. Supp. 2d 1177, 1187 (M.D. Fla. 2008)) (internal quotation marks

omitted).

Accordingly, the IAS Agreement does not support Plaintiff’s proposed interpretation, and there is

no genuine dispute of material fact that Brookfield is a Nexxt Gen customer under the IAS

Agreement.8

The Parties agree that, separate from Nexxt Gen’s “hub” business, Nexxt Gen has offered

Starlink-related services, including selling Starlink equipment, installing Starlink kits, and

reselling Starlink satellite internet service. See ECF No. [373-1] at 7, ¶15. Plaintiff disputes that

Nexxt Gen was an authorized Starlink reseller and characterizes Starlink-related services as

unlawful, but does not otherwise dispute that Nexxt Gen engaged in Starlink-related activity. See

id. In February 2024, Plaintiff admits that he prepared an installation guide bearing NGVSAT

branding and had it sent from an “@ngvsat.com” email address with instructions to deliver it to

Brookfield and that Brookfield received the guide. See id. at 7-8, ¶16. Plaintiff characterizes the

guide as a self-installation brochure prepared to demonstrate project complexity in hopes of being

hired. See id.

It is undisputed that, at least by March 2024, Plaintiff created a Starlink account bearing

the name “NGC Comms” and used it to purchase Starlink subscription services for, among others,

Brookfield; after the Receiver took control of that account, Plaintiff demanded it be returned and

stated it was paid for using his personal credit card. See id. at 8, ¶¶17–18. It is also undisputed

that that the Receiver discovered that Plaintiff “never caused Nexxt Gen to invoice” Brookfield

for the more than a year of Starlink subscription services paid for by Nexxt Gen. See id. at 9, ¶22.

Additionally, Defendant contends that the Receiver discovered that Plaintiff ordered dozens of

Starlink kits “on behalf of NGVSAT,” had the kits delivered directly to Brookfield, and had Nexxt

8 The Court notes Plaintiff’s inconsistent statements relating to Brookfield’s status as a client but needs not

address this as the Court can find based on the IAS Agreement that Nexxt Gen and Brookfield had a

contractual relationship. See id. at ¶¶23-24.

Gen pay for them; Plaintiff disputes that characterization and contends the kits were purchased on

behalf of Nexxt Gen, Plaintiff and Martinez approved the purchase, the kits were purchased

through Plaintiff’s personal Best Buy account solely to obtain military discounts, and were

ultimately paid for by Brookfield Power. See id. at 9-10, ¶¶19, 21.

Against that backdrop, the Parties agree that, on July 3, 2025, the Receiver authorized

Nexxt Gen to invoice Brookfield for Starlink kits and for the Starlink subscription services and

Nexxt Gen sent those invoices. See id. at 9, ¶¶21-22. The Parties dispute who paid for the

subscriptions in the first instance — Defendant contends Nexxt Gen paid for more than a year of

subscriptions without Brookfield being invoiced, while Plaintiff contends he paid those charges

on his personal credit card and has not been reimbursed. See id. at 9, ¶22.

Finally, the Parties agree that in connection with this litigation, the Parties entered a Joint

Stipulation governing authorization of certain Nexxt Gen expenditures, including transactions in

excess of $5,000 by majority vote among Grant, Plaintiff, and Martinez.9 See id. at 10, ¶¶27–28.

Pursuant to that authority, Plaintiff and Martinez approved and caused Nexxt Gen to make

payments to DLL Enterprises totaling $1.2 million. See id. at 10-11, ¶29. The Parties further agree

there was no contract obligating Nexxt Gen to make those payments to DLL Enterprises, but

dispute whether Nexxt Gen received consideration in exchange. See id. at 11, ¶¶30-31. Defendant

contends no consideration was received, while Plaintiff contends DLL Enterprises provided

substantial services to Nexxt Gen, including managing and handling billing for hub customers and

bringing hub customers to Nexxt Gen. See id. at ¶31.

9 The Parties agree that, under the Joint Stipulation, Plaintiff and Martinez had authority to approve

transactions from Nexxt Gen’s bank accounts exceeding $5,000 based on a majority vote among Defendant,

Plaintiff, and Martinez. Because the Parties do not dispute this interpretation — or how the Joint Stipulation

modified the Shareholder Agreement it references — the Court need not, and does not, address whether the

Joint Stipulation independently compels or authorizes that outcome as a matter of contract interpretation.

III. LEGAL STANDARDS

A. Summary Judgment Standard

A court may grant a motion for summary judgment “if the movant shows that there is no

genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.”

Fed. R. Civ. P. 56(a). An issue is genuine if “a reasonable trier of fact could return judgment for

the non-moving party.” Miccosukee Tribe of Indians of Fla. v. United States, 516 F.3d 1235, 1243

(11th Cir. 2008). And a fact is material if it “would affect the outcome of the suit under the

governing law.” Id. “The mere existence of a scintilla of evidence in support of” the non-moving

party’s “position will be insufficient; there must be evidence on which the jury could reasonably

find for the” non-moving party. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 252 (1986).

The Court views the facts in the light most favorable to the non-moving party and draws

all reasonable inferences in that party’s favor. See Davis, 451 F.3d at 763. “Even when the parties

agree on the basic facts, summary judgment is inappropriate if reasonable minds might differ on

the inferences to be drawn from those facts.” Carlin Commc’n, Inc. v. S. Bell Tel. & Tel. Co., 802

F.2d 1352, 1356 (11th Cir. 1986). The Court “may not weigh conflicting evidence to resolve

disputed factual issues; if a genuine dispute is found, summary judgment must be denied.” Id.; see

also Skop v. City of Atlanta, 485 F.3d 1130, 1140 (11th Cir. 2007).

The moving party shoulders the initial burden to demonstrate the absence of a genuine

issue of material fact. See Shiver v. Chertoff, 549 F.3d 1342, 1343 (11th Cir. 2008). If the movant

satisfies this burden, the non-moving party “must do more than simply show that there is some

metaphysical doubt as to the material facts.” Matsushita Elec. Indus. Co. v. Zenith Radio Corp.,

475 U.S. 574, 586 (1986). Instead, the non-moving party must “make a showing sufficient to

establish the existence of an element essential to that party’s case, and on which that party will

bear the burden of proof at trial.” Celotex Corp. v. Catrett, 477 U.S. 317, 322 (1986). To do that,

the non-moving party “must present evidence beyond the pleadings showing that a reasonable jury

could find in its favor.” See Shiver, 549 F.3d at 1343. This evidence can include the party’s “own

affidavits,” along with “depositions, answers to interrogatories, and admissions on file.” See

Zurich Am. Ins. Co., 246 F. Supp. 3d at 1355; see also Fed. R. Civ. P. 56(c)(1)(A).

Still, the court “cannot base the entry of summary judgment on the mere fact that” the non-

moving party fails to respond to a fact or argument made by the movant “but, rather, must consider

the merits of the motion.” See United States v. One Piece of Real Prop. Located at 5800 SW 74th

Ave., Miami, Fla., 363 F.3d 1099, 1101 (11th Cir. 2004). Even where the non-moving party does

not properly put any alleged material facts in controversy, the Court cannot grant summary

judgment unless it “review[s] the full record on summary judgment,” Reese v. Herbert, 527 F.3d

1253, 1271 (11th Cir. 2008), and is satisfied that the record “supports the uncontroverted material

facts that the movant has proposed,” Zurich Am. Ins. Co., 246 F. Supp. 3d at 1355.

B. Substantive Law of the Florida Tort Claims

1. Breach of Fiduciary Duty

The Florida Supreme Court lists “[t]he elements of a claim for breach of fiduciary duty

[as]: the existence of a fiduciary duty, and the breach of that duty such that it is the proximate

cause of the plaintiff's damages.” Gracey v. Eaker, 837 So. 2d 348, 353 (Fla. 2002). The Florida

Supreme Court further explains that “[o]fficers and directors of a corporation are liable for

damages to the corporation which result from a breach of their trust, a violation of their authority

or neglect of duty.” Flight Equip & Eng’g Corp. v. Shelton, 103 So. 2d 615, 627 (Fla. 1958).

These duties are codified in Florida statute § 607.08411(1), which requires that “[a]n officer, when

performing in such capacity, shall act: (a) [i]n good faith; and (b) [i]n a manner the officer

reasonably believes to be in the best interests of the corporation.” See Fla. Stat. § 607.08411(1).

Florida law also requires that “[a]n officer, when becoming informed in connection with a

decisionmaking function, shall discharge his or her duties with the care that an ordinary prudent

person in a like position would reasonably believe appropriate under similar circumstances.” Fla.

Stat. § 607.08411(2). Florida and Federal courts often refer to these principles as the duty of care

and duty of loyalty.

An officer breaches the duty of loyalty when he or she acts adversely to the corporation’s

interests — such as by diverting corporate opportunities, misusing corporate resources, or profiting

at the corporation’s expense. See Cohen v. Hattaway, 595 So. 2d 105, 108 (Fla. 5th DCA 1992);

Flight Equip., 103 So. 2d at 621. Florida courts have interpreted the duty of loyalty as prohibiting

fiduciaries from profiting or personally benefiting — directly or indirectly — from transactions

involving their beneficiary’s interests unless the beneficiary also shares in the benefit; otherwise,

they may be required to disgorge the gain. See id. at 107 (citing Seestedt v. Southern Laundry,

Inc., 149 Fla. 402 (1942); Tinwood, N.V. v. Sun Banks, Inc., 570 So. 2d 955 (Fla. 5th DCA 1990)).

In sum, disloyal conduct — such as fraud, self-dealing, usurping corporate opportunities, diverting

revenues, or other betrayal of trust — constitutes a breach of fiduciary duty under Florida law.

Additionally, corporate fiduciaries owe a duty of care requiring them to act with the degree

of care an ordinarily prudent person would use under similar circumstances. See § 607.08411(2).

In matters disputing decisions and actions of directors and officers, the Eleventh Circuit recognizes

Florida’s business judgment rule stating that it “is a policy of judicial restraint born of the

recognition that directors are, in most cases, more qualified to make business decisions than are

judges.” See Int’l Ins. Co. v. Johns, 874 F.2d 1447, 1458 (11th Cir. 1989). The Eleventh Circuit

recognizes that corporate fiduciaries “are protected by the [business judgment rule under Florida

law], no matter how poor their business judgment, unless they acted fraudulently, illegally,

oppressively, or in bad faith. Said differently, so long as due care was exercised, the [rule] protects

a ‘good director’ (one who did not act fraudulently, illegally, oppressively, or in bad faith) who

made an honest error or mistake in judgment, but not a ‘bad director’ (one who acted fraudulently,

illegally, oppressively, or in bad faith) who made a bad decision.” In re Bal Harbour Club, Inc.,

316 F.3d 1192, 1195 (11th Cir. 2003) (quoting FDIC v. Stahl, 89 F.3d 1510, 1517 (11th Cir. 1996))

(internal quotations and citation omitted). “‘In this light, the [rule] may be viewed as a method of

preventing a factfinder, in hindsight, from second guessing the decisions of directors.’” Id. at

1194–95 (quoting Stahl, 89 F.3d at 1517). “‘Under the business judgment rule, courts presume

that directors have acted in good faith.’” Id. at 1195 (quoting Int’l Ins., 874 F.2d at 1461 (citing

Cottle v. Storer Communication Inc., 849 F.2d 570, 574 (11th Cir. 1988)). “A court will not call

upon a director to account for his action in the absence of a showing of abuse of discretion, fraud,

bad faith, or illegality.” Id. (quoting Int’l Ins., 874 F.2d at 1461) (internal quotations, citations,

and footnote omitted)).

2. Waste of Corporate Assets

Florida case law indicates that corporate waste is treated as a subset or theory of breach of

fiduciary duty, rather than a distinct cause of action. See Orlinsky v. Patraka, 971 So. 2d 796 (Fla.

3d DCA 2007); Fritz v. Fritz, 219 So. 3d 234, 237 (Fla. 3d DCA 2017) (discussing mismanagement

and corporate waste in the context of a breach of fiduciary duty); Karten v. Woltin, 23 So. 3d 839

(Fla. 4th DCA 2009) (same); Taubenfeld v. Lasko, 324 So. 3d 529, 539 (Fla. 4th DCA 2021)

(same). Similarly, federal courts interpreting Florida law have combined waste with fiduciary duty

counts. See Lindquist v. Linxian, No. 11-CV-23876, 2012 WL 3811800, at *4 (S.D. Fla. Sept. 4,

2012) (“Although Plaintiffs state a separate claim for corporate waste, allegations of corporate

waste are normally couched in terms of a breach of fiduciary duty.”) (citing Garner v. Pearson,

374 F. Supp. 580, 585 (M.D. Fla. 1973) (allegations of corporate waste “seemingly create a claim

for relief . . . for breach of fiduciary duties.”)). The Eleventh Circuit has also considered corporate

waste in the fiduciary duty context and applies the business judgment rule equally to corporate

waste and fiduciary duties. See Int’l Ins., 874 F.2d at 1461. “Corporate waste exists when the

payment is afforded without ‘adequate’ consideration.” Id. (citing Michelson v. Duncan, 407 A.2d

211, 217 (Del. 1979)). Because a “corporate waste” claim in Florida is essentially a breach of

fiduciary duty claim, its elements overlap with those for breach of fiduciary duty.

3. Conversion

“Under Florida law, a conversion is an unauthorized act which deprives another of his

property permanently or for an indefinite time.” BluestarExpo, Inc. v. Enis, 568 F. Supp. 3d 1332,

1348 (S.D. Fla. 2021); see also Seven Seas Int’l, LLC v. Frigopesca, C.A., 616 F. Supp. 3d 1323,

1329 (S.D. Fla. 2022) (“Florida law defines the tort of conversion as the wrongful exercise of

dominion or control over property to the detriment of the rights of one entitled to possession.”

(quotation marks omitted)); Frayman v. Douglas Elliman Realty, LLC, 515 F. Supp. 3d 1262, 1285

(S.D. Fla. 2021) (“Conversion is defined as an act of dominion wrongfully asserted over, and

inconsistent with, another’s possessory rights in personal property.”) (quotation marks omitted).

“Accordingly, in order to state a claim of conversion, one must allege facts sufficient to show

ownership of the subject property and facts that the other party wrongfully asserted dominion over

that property.” Enis, 568 F. Supp. 3d at 1349 (quotation marks omitted). “Florida courts have

divided this description into three elements: (1) an act of dominion wrongfully asserted; (2) over

another’s property; and (3) inconsistent with his ownership therein.” Special Purpose Accts.

Receivable Co-op Corp. v. Prime One Cap. Co., 125 F. Supp. 2d 1093, 1099 (S.D. Fla. 2000).

“The essence of the tort is not the acquisition of the property; rather, it is the wrongful

deprivation.” Nat’l Union Fire Ins. Co. of Pennsylvania v. Carib Aviation, Inc., 759 F.2d 873, 878

(11th Cir. 1985); see also Star Fruit Co. v. Eagle Lake Growers, Inc., 33 So. 2d 858 (Fla. 1948).

“Where a person having a right to possession of property makes demand for its return and the

property is not relinquished, a conversion has occurred.” Batista v. Rodriguez, 388 So. 3d 1098,

1101 (Fla. 3d DCA 2024) (quotation marks omitted). A conversion has also occurred when there

is the “wrongful sale of another’s property.” Bove v. PBW Stock Exch., Inc., 382 So. 2d 450, 452

(Fla. 2d DCA 1980). In that situation, an “equitable owner can maintain the action.” Id.

4. Unjust Enrichment

“Under Florida law, a claim for unjust enrichment is to prevent the wrongful retention of a

benefit, or the retention of money or property of another, in violation of good conscience and

fundamental principles of justice or equity.” Marrache v. Bacardi U.S.A., Inc., 17 F.4th 1084,

1101 (11th Cir. 2021) (quotation marks omitted). The Eleventh Circuit, applying Florida law,

states that “[a] claim for unjust enrichment has three elements: (1) the plaintiff has conferred a

benefit on the defendant; (2) the defendant voluntarily accepted and retained that benefit; and (3)

the circumstances are such that it would be inequitable for the defendants to retain it without paying

the value thereof.” Virgilio v. Ryland Group, Inc., 680 F.3d 1329, 1337 (11th Cir. 2012) (citing

Fla. Power Corp. v. City of Winter Park, 887 So. 2d 1237, 1241 n.4 (Fla. 2004) (quoting Ruck

Bros. Brick, Inc. v. Kellogg & Kimsey, Inc., 668 So. 2d 205, 207 (Fla. 2d DCA 1995)); Marrache,

17 F.4th at 1101.

Moreover, the Florida Supreme Court states that “to prevail on an unjust enrichment claim,

the plaintiff must directly confer a benefit to the defendant.” Kopel v. Kopel, 229 So. 3d 812, 818

(Fla. 2017) (citing Peoples Nat’l Bank of Commerce v. First Union Nat’l Bank of Fla. N.A., 667

So. 2d 876, 879 (Fla. 3d DCA 1996)); see also Ritchie v. Dolman, No. 20-CV-61047, 2020 WL

8812834, at *15 (S.D. Fla. Dec. 10, 2020); Duty Free World, Inc. v. Miami Perfume Junction, Inc.,

253 So. 3d 689, 693 (Fla. 3d DCA 2018); cf. Hull & Co., Inc. v. Thomas, 834 So. 2d 904, 907 (Fla.

4th DCA 2003). “This proposition is well-settled in Florida law.” Chiquita Fresh N. Am., L.L.C.

v. Port Everglades Terminal, LLC, 372 So. 3d 277, 281 (Fla. 4th DCA 2023) (collecting cases);

see also Johnson v. Catamaran Health Sols., LLC, 687 F. App’x 825, 830 (11th Cir. 2017)

(recognizing that to bring an unjust enrichment claim in Florida, the plaintiff must have conferred

a “direct benefit” on the defendant); Steven L. Steward & Assocs., P.A. v. Truist Bank, No. 20-CV-

1083-Orl-40-GJK, 2020 WL 5939150, at *2 (M.D. Fla. Oct. 6, 2020) (following Kopel and

Peoples Nat’l Bank).

IV. DISCUSSION

As noted above, Plaintiff moves for summary judgment on all six counts within the

Counterclaim: (1) breach of fiduciary duty (Count I); (2) waste of corporate assets (Count II); (3)

tortious interference with a contractual relationship (Count III); (4) tortious interference with a

business relationship (Count IV); (5) conversion (Count V); and (6) unjust enrichment (Count VI).

See ECF No. [342] at 6-13. Plaintiff shoulders the initial burden to demonstrate the absence of a

genuine issue of material fact, and if satisfied, Defendant “must present evidence beyond the

pleadings showing that a reasonable jury could find in its favor.” See Shiver, 549 F.3d at 1343;

Special Purpose, 125 F. Supp. 2d at 1098; Matsushita, 475 U.S. at 586.

As to Counts III and IV for tortious interference, Defendant concedes that these counts do

not survive summary judgment by failing to oppose Plaintiff’s Motion as to those counts, so the

Court need not address them on the merits. See ECF No. [359] at 3; ECF No. [373] at 8.

Accordingly, the Court GRANTS summary judgment in Plaintiff’s favor on Counts III and IV

of Defendant’s Counterclaims. The Court will address the remainder of the counts within the

Counterclaim in turn.

A. Breach of Fiduciary Duty (Count I)

Count I for breach of fiduciary duty alleges that Plaintiff planned to steal business from

Nexxt Gen for NGVSAT, moved Nexxt Gen’s money to unrelated entities, diverted customers

from Nexxt Gen to NGVSAT, and used Nexxt Gen’s labor and resources for NGVSAT’s benefit.

See ECF No. [282] at ¶31. The Parties’ breach of fiduciary duty dispute turns on whether Plaintiff

breached his acknowledged duty to Nexxt Gen and whether there is proof of resulting damages.

More specifically, Defendant narrows his theory to a set of facts surrounding the delivery of

Starlink kits and services to Brookfield.

Under Florida law, a claim for breach of fiduciary duty requires (1) the existence of a

fiduciary duty, (2) a breach of that duty, and (3) damages proximately caused by the breach. See

Gracey, 837 So. 2d at 353. Corporate officers, including Plaintiff, owe duties of care and loyalty

to their corporation. See Flight Equip., 103 So. 2d at 627; Cohen, 595 So. 2d at 108. Florida law

codifies those duties, requiring officers to act in good faith, in the corporation’s best interests, and

with the care a reasonably prudent person would use under similar circumstances. See Fla. Stat. §

607.08411. When analyzing an officer’s decisions, courts apply Florida’s business judgment rule,

which protects officers from liability — even for poor decisions — absent proof of fraud, bad faith,

illegality, or gross negligence. See In re Bal Harbour, 316 F.3d at 1195.

Here, the Parties do not dispute that Plaintiff owed fiduciary duties to Nexxt Gen.

Accordingly, the Court focuses on the second and third elements — whether there is a genuine

dispute of material fact regarding: (1) breach of duty and (2) resulting damages. For organizational

clarity, the Court first addresses whether the alleged conduct breached the duty of loyalty or care,

and then turns to whether Defendant has shown triable evidence of resulting harm.

a. Breach of Duty

Plaintiff argues that Defendant offers no competent evidence of misconduct. See ECF No.

[373] at 4-5. Plaintiff denies that he ever diverted business, customers, or funds from Nexxt Gen

and maintains NGVSAT never operated, received revenue, paid commissions, or transacted with

Nexxt Gen’s clients. See ECF No. [373-1] at ¶¶12–22. These assertions, which Defendant failed

to dispute, are deemed admitted. See S.D. Fla. L.R. 56.1(c); Fed. R. Civ. P. 56(e). Plaintiff also

points to the fact that he gave Serrano access to NGVSAT’s bank accounts and that the

investigation found no diversion of funds. See id. at ¶¶26–31.

In his Response, Defendant narrows the alleged breach to three events involving

Brookfield: (1) Plaintiff sending a Starlink installation guide to Brookfield bearing NGVSAT

branding; (2) Plaintiff delivering Starlink kits to Brookfield where Nexxt Gen allegedly bore the

cost because Plaintiff failed to invoice Brookfield; and (3) Plaintiff creating a Starlink account in

NGVSAT’s name (using the alias “NexxtGen Comms”) to resell Starlink services to Brookfield

but again failed to invoice Brookfield. See ECF No. [359] at 7. Defendant argues that, through

this conduct, Plaintiff diverted revenues away from Nexxt Gen and this amounted to

misappropriation of corporate resources. See id. But these arguments do not raise a triable issue

as to disloyalty or bad faith.

On the current summary judgment record, the undisputed facts show that Brookfield was

Nexxt Gen’s customer, but nothing in the record supports that Brookfield directed payment to

NGVSAT or recognized NGVSAT as its provider. See ECF No. [373-1] at ¶¶12–22. Defendant

cites the use of the name “NGC Comms” but offers no evidence that NGVSAT received any funds

or that Brookfield was even aware of NGVSAT’s existence. The record contains no invoices,

payments, or communications showing any funds or business were redirected to NGVSAT.

Additionally, Defendant also alleges the kits and subscriptions were delivered “on behalf of

NGVSAT.” Importantly, nothing in the record shows Brookfield believed NGVSAT was its

service provider or directed any payment to NGVSAT. There is no record of Brookfield remitting

payment to NGVSAT, or of NGVSAT issuing invoices, contracts, or receiving funds for the

services at issue. The mere use of the “NGC Comms” label does not establish that NGVSAT

operated or that Brookfield recognized it as a service provider.

To the extent Defendant argues that Plaintiff’s failure to invoice Brookfield constitutes a

breach of duty of care, that theory is also unavailing. Florida law holds that errors in judgment —

even significant ones — do not support liability unless made in bad faith or with gross negligence.

See Bal Harbour, 316 F.3d at 1195 (“[T]he [business judgment rule] protects a ‘good director’

who made an honest error or mistake in judgment, but not a ‘bad director’ who acted fraudulently,

illegally, oppressively, or in bad faith.”). Defendant alleges that Plaintiff failed to invoice

Brookfield for Starlink-related services and kits — conduct that he claims diverted revenue or

caused financial harm to Nexxt Gen. But the record reflects that, on July 3, 2025, the Receiver

sent Brookfield invoices for both the Starlink kits and subscriptions. See ECF No. [360] at ¶¶21–

22. Defendant does not submit evidence showing that Brookfield failed to pay those invoices, or

that Nexxt Gen suffered any actual financial loss. Nor does the record show that Plaintiff

personally benefited from the delayed invoicing, or that his conduct rose to the level of disloyalty,

bad faith, or gross negligence under the business judgment rule. These assertions, which are

unrebutted by any evidence to the contrary, undercut any inference of wrongdoing.

b. Damages

Even if Defendant could raise a triable issue as to breach, the counterclaim still fails for

lack of evidence of damages. Defendant speculates that Nexxt Gen lost revenue due to Plaintiff’s

failure to invoice Brookfield, but offers no documentation — such as unpaid invoices, revenue

shortfalls, or expert analysis — to support that conclusion. Courts require more than speculation

or inference to survive summary judgment. See Anderson, 477 U.S. at 252 (non-movant must

offer evidence “on which the jury could reasonably find” for them); Shiver, 549 F.3d at 1343. The

undisputed facts show no breach of fiduciary duty, Defendant has failed to present competent

evidence of damages, and Plaintiff has demonstrated the absence of a triable issue. Accordingly,

Plaintiff is entitled to summary judgment on the fiduciary duty claim. As a result, the Court

GRANTS summary judgment in Plaintiff’s favor on Count I.

B. Waste of Corporate Assets (Count II)

Defendant’s corporate-waste counterclaim largely mirrors his breach of fiduciary duty

theory. Defendant’s second counterclaim alleges that Plaintiff wasted Nexxt Gen’s corporate

assets by, inter alia, misusing company funds and diverting labor and services to unrelated entities

like NGVSAT. See ECF No. [282] at ¶¶36-37. The Court begins by clarifying the applicable legal

framework under Florida law, then evaluates whether the summary judgment record raises a

genuine dispute of material fact as to any wasteful conduct.

Florida law does not recognize corporate waste as an independent tort; instead, courts treat

it as a subset or theory of breach of fiduciary duty. See Orlinsky, 971 So. 2d at 802 (“[T]he proper

course of action would be for [the shareholder] to file a shareholder derivative suit . . . alleging

corporate waste.”); Lindquist, 2012 WL 3811800, at *4. Because Florida law treats “corporate

waste” as a theory of fiduciary breach rather than an independent tort, the Court analyzes Count II

through the same fiduciary-duty framework addressed Section IV.A supra.

Substantively, Defendant’s waste theory differs from his fiduciary-duty theory only in

emphasis. In Count I, Defendant argues Plaintiff’s conduct was disloyal and improper because it

diverted Nexxt Gen’s resources and expected revenues. In Count II, Defendant reframes the same

conduct as “waste” by asserting that Nexxt Gen’s assets were expended without adequate

consideration or corporate purpose — particularly with respect to Starlink kits and subscriptions

provided to Brookfield without timely invoicing. See ECF No. [359] at 8. Under Florida law,

corporate waste exists when corporate assets are used for no corporate purpose or without adequate

consideration. See Int’l Ins. Co. v. Johns, 874 F.2d at 1461 (“Corporate waste exists when the

payment is afforded without adequate consideration.”). Courts apply the business judgment rule

to waste claims, which protects officers and directors from liability unless the transaction involved

bad faith, gross mismanagement, or lacked any rational business purpose. See In re Bal Harbour

Club, 316 F.3d at 1195; Int’l Ins., 874 F.2d at 1461. Thus, as with Count I, the dispositive

questions are whether the record supports a triable inference that: (1) Nexxt Gen assets were

expended for no rational business purpose or without consideration; and (2) the challenged conduct

overcomes the business judgment presumption by showing fraud, bad faith, illegality, or gross

mismanagement. See Int’l Ins., 874 F.2d at 1461; Bal Harbour, 316 F.3d at 1195.

For the same reasons discussed in the fiduciary-duty analysis, the summary judgment

record does not support those inferences. Virtually identical to his breach of fiduciary duty

argument, Defendant’s corporate waste theory is based on: (1) Plaintiff delivering Starlink kits to

Brookfield using Nexxt Gen funds without invoicing Brookfield; and (2) Plaintiff creating a

Starlink account labeled “NGC Comms” to purchase subscriptions for Brookfield, which

Defendant says also went uninvoiced. See ECF No. [359] at 8. The undisputed invoicing events

undermine the failure-to-invoice premise because the Parties agree the Receiver authorized Nexxt

Gen to invoice Brookfield for both the kits and the subscription services and Nexxt Gen sent those

invoices. See ECF No. [360] at ¶¶21–22. Defendant identifies no evidence that the invoices

remain unpaid or that Nexxt Gen suffered an unreimbursed loss attributable to the timing of

invoicing. Absent evidence of nonpayment or other quantifiable loss, Defendant’s contention that

Nexxt Gen expended assets “without adequate consideration” remains speculative. See Anderson,

477 U.S. at 252.

Nor does Defendant identify facts showing that Plaintiff’s conduct lacked any rational

corporate purpose so as to overcome the business judgment rule. The kits and subscriptions were

provided to Brookfield — a Nexxt Gen customer — and Defendant does not cite record evidence

that Brookfield paid NGVSAT, believed NGVSAT was the contracting party, or was even aware

NGVSAT was involved. See ECF No. [360] at ¶¶13, 19. The Starlink account’s label as “NGC

Comms” likewise does not establish diversion or waste; Defendant does not connect the account

name to any payments received by NGVSAT or to any customer confusion that redirected funds

away from Nexxt Gen. On this record, the “NGC Comms” label is, at most, ambiguous

nomenclature — not evidence that Nexxt Gen assets were expended for no corporate purpose or

that consideration was diverted to NGVSAT. See id. at ¶¶17–18. Defendant offers no

documentary evidence contradicting these points or showing that Nexxt Gen received no value

from the transactions.

And much like its breach of fiduciary duty theory, the claim for corporate waste also fails

for lack of evidence of damages. Mere failure to invoice, without more, is not enough to show

waste — particularly where the corporation ultimately did invoice the customer and there is no

evidence of unreimbursed loss. As a result, the Court GRANTS summary judgment in Plaintiff’s

favor on Count II.

C. Conversion (Count V)

Defendant’s conversion counterclaim alleges Plaintiff “transfer[red] large amounts of

funds to . . . DLL Enterprises and Sagenet” without authorization, thereby depriving Nexxt Gen of

its property. See ECF No. [282] at ¶54. Although the pleadings reference multiple transfers,

Defendant’s Response narrows his conversion theory arguing that the $1.2 million authorized by

Plaintiff to be paid to DLL Enterprises was an unauthorized, wrongful exercise of dominion over

Nexxt Gen’s property. See ECF No. [359] at 8-9. Defendant’s position is that Plaintiff caused

Nexxt Gen to transfer this substantial sum to DLL Enterprises over Defendant’s objection and

without any contract requiring payment or consideration returned to Nexxt Gen. See id.

The Parties do not dispute that the challenged transfers occurred. See ECF No. [373-1] at

¶29. The dispute is legal and turns on whether the transfers can satisfy the “unauthorized, wrongful

dominion” element of conversion. For organizational clarity, the Court proceeds in three steps.

First, because the Parties agree the payments were approved through the Joint Stipulation voting

mechanism, the Court addresses whether that undisputed authorization defeats conversion as a

matter of law. Second, the Court considers Defendant’s argument that, even if procedurally

authorized, the transfers were nevertheless “wrongful” because Nexxt Gen had no contractual

obligation to pay DLL Enterprises and allegedly received no consideration. Third, the Court

explains why, on this record, those objections sound in fiduciary-duty or corporate-governance

theories rather than conversion.

a. Undisputed Authorization Under the Joint Stipulation

It is undisputed that, under the Joint Stipulation, Plaintiff and Martinez “had the authority

to approve transactions from Nexxt Gen’s bank accounts in excess of $5,000” based on a majority

vote among Defendant, Plaintiff, and Martinez. See ECF No. [373-1] at p. 10, ¶¶27–28. It is also

undisputed that “[o]ver Grant’s objection, and pursuant to the authority granted by the Joint

Stipulation, [Plaintiff] and Martinez approved and caused Nexxt Gen to make [the $1.2 million in

payments] to DLL Enterprises. . . .” See id. at ¶29. Because the Parties agree on this operative

interpretation of the Joint Stipulation and its effect on Nexxt Gen’s approval process, the Court

does not separately opine on whether the Joint Stipulation amended any other agreement

referenced therein beyond the Parties’ shared construction.

Under Florida law, conversion is an unauthorized act that deprives another of its property

permanently or for an indefinite period, and it is commonly described as the wrongful exercise of

dominion or control over property inconsistent with the rights of the person entitled to possession.

See BluestarExpo, 568 F. Supp. 3d at 1348–49 (conversion as an “unauthorized act” and requiring

wrongful dominion over another’s property); Seven Seas, 616 F. Supp. 3d at 1329 (conversion as

wrongful dominion to the detriment of the one entitled to possession); Frayman, 515 F. Supp. 3d

at 1285 (same). In applying that standard, Florida authorities focus on whether the defendant’s

dominion over the property was unauthorized — i.e., exercised in derogation of the owner’s

possessory rights — rather than whether the transaction was prudent or supported by adequate

consideration. See Senfeld v. Bank of Nova Scotia Trust Co. (Cayman), 450 So. 2d 1157, 1160–

61 (Fla. 3d DCA 1984) (citing Star Fruit Co. v. Eagle Lake Growers, Inc., 160 Fla. 130 (1948));

Nat’l Union, 759 F.2d at 878. Here, Defendant’s conversion theory is that the DLL transfers were

substantively improper for lack of contractual obligation and consideration, and that Defendant

objected to these payments. But the “unauthorized act” inquiry for conversion is not the same as

whether the transaction was a bad bargain, corporate waste, or a fiduciary breach.

On the Parties’ own cited facts, the mechanics of the transfers are framed as authorized

under the Joint Stipulation’s approval process even if Defendant objected. See ECF No. [41] at

¶(a). Pursuant to the Joint Stipulation, Nexxt Gen authorized the disbursement so Defendant must

point to record evidence creating a genuine dispute that the transfers were outside the scope of that

authority, or otherwise unauthorized as a matter of law, to satisfy conversion’s “unauthorized act”

element. On this record, Defendant has not identified evidence that the disbursements were not

approved per the stipulated process or that Plaintiff lacked the authority to approve them. On this

basis, Defendant has failed to show a genuine dispute that Plaintiff lacked the authority to pay

DLL.

b. The Lack of a Contract or Consideration Is Irrelevant to a Conversion Claim

Defendant’s Response argues the DLL payments were “wrongful” because Nexxt Gen

allegedly had no contractual obligation to pay DLL Enterprises and allegedly received no

consideration, and because Defendant objected to the transfers. See ECF No. [359] at 8–9. The

record supports one part of that contention: there is no dispute that Nexxt Gen had no contract

requiring it to pay DLL Enterprises the $1.2 million. See ECF No. [373-1] at ¶30. But Plaintiff

disputes the “no consideration” premise and contends DLL Enterprises provided services to Nexxt

Gen. See id. at ¶31.

Even assuming Defendant’s view of the consideration evidence is correct, that dispute does

not supply the missing conversion element. On this summary judgment record, the transfers were

approved through the undisputed Court-approved voting mechanism and therefore were not

“unauthorized” in the conversion sense. See ECF No. [373-1] at ¶¶27–29. Defendant does not

identify evidence that Plaintiff lacked authority under the Joint Stipulation, that the stipulated

approval process was not followed, or that the payments fell outside the scope of the Joint

Stipulation’s transaction-approval framework. Put differently, Defendant’s objection to the

transfers and his contention that they were substantively improper does not create a genuine

dispute that Plaintiff exercised dominion through an unauthorized act. Those arguments may be

relevant to whether the transfers were imprudent, wasteful, or breached fiduciary duties, but they

do not — on this record — establish conversion. See BluestarExpo, 568 F. Supp. 3d at 1348–49.

As a result, the Court GRANTS summary judgment in Plaintiff’s favor on Count V.

D. Unjust Enrichment (Count VI)

Defendant alleges that Plaintiff “benefitted financially from the improper conduct or

received an in-kind benefit from Nexxt Gen when its personnel and resources were used to work

and/or perform services for the benefit of NGVSAT.” See ECF No. [282] at ¶58. In the summary

judgment briefing, Defendant again centers his theory on the Starlink kits and subscription services

provided to Brookfield, arguing those services “generated monthly recurring revenue from

Brookfield that was never delivered to Nexxt Gen.” See ECF No. [359] at 10. Defendant also

argues that Plaintiff remains liable even if the revenue did not land in NGVSAT’s bank account

because the benefit was conferred “upon NGVSAT in the form of equipment and paid-for services”

allegedly resold to Brookfield.” See id.

The Parties do not dispute the governing legal framework; rather, their dispute turns on

whether the summary judgment record satisfies the core elements of unjust enrichment. The

Court’s analysis proceeds in two steps. First, the Court identifies the required elements —

particularly Florida’s “direct benefit” requirement and whether Defendant has produced evidence

that Nexxt Gen directly conferred a benefit on Plaintiff or NGVSAT. Second, the Court addresses

Defendant’s alternative theory that the “benefit” was conferred on NGVSAT in the form of

equipment and paid-for services even if Plaintiff did not personally retain revenue and explains

why the undisputed record forecloses that theory as well.

a. Failure to Satisfy the Unjust Enrichment Elements

Under Florida law, unjust enrichment requires proof that: (1) the plaintiff conferred a

benefit on the defendant; (2) the defendant voluntarily accepted and retained that benefit; and (3)

it would be inequitable for the defendant to retain the benefit without paying its value. See Virgilio,

680 F.3d at 1337. Florida law further requires that the plaintiff directly confer the benefit on the

defendant. See Kopel, 229 So. 3d at 818. This “direct benefit” requirement is repeatedly enforced

in Florida and Federal courts applying Florida law. See Chiquita, 372 So. 3d at 281; Johnson, 687

F. App’x at 830.

Defendant’s theory depends on establishing that Nexxt Gen conferred a benefit on Plaintiff

or NGVSAT — either as money or an in-kind advantage. But the record does not contain evidence

that Plaintiff or NGVSAT received payments from Brookfield or that he retained Starlink revenue

owed to Nexxt Gen. Defendant asserts Brookfield generated recurring revenue “never delivered

to Nexxt Gen,” yet he does not cite record evidence showing Brookfield paid Plaintiff, paid

NGVSAT, or paid into any account controlled by Plaintiff rather than Nexxt Gen. See ECF No.

[359] at 10. By contrast, Plaintiff relies on undisputed facts establishing that NGVSAT never

operated, never received any benefit from any source, and never received diverted assets. See ECF

No. [373-1] at ¶¶12–13. Defendant did not dispute those facts, and they are treated as undisputed.

See S.D. Fla. L.R. 56.1(c); Fed. R. Civ. P. 56(e). Plaintiff also relies on undisputed facts that he

did not divert Nexxt Gen customers to NGVSAT, did not direct Nexxt Gen clients to pay

NGVSAT, and did not route payments away from Nexxt Gen to NGVSAT. See ECF No. [373-1]

at ¶¶14–16, 19–22. Those admissions undercut Defendant’s contention that Plaintiff accepted and

retained a benefit traceable to Nexxt Gen.

Defendant also points to the “NGC Comms” Starlink account label as circumstantial proof

of diversion. But the account name alone does not demonstrate that Plaintiff retained any benefit

— especially where Defendant does not link that label to any payment stream, any Brookfield

remittance to NGVSAT, or any evidence that Brookfield believed it was paying NGVSAT rather

than Nexxt Gen. Without evidence of actual retention of a benefit by Plaintiff (money or

otherwise), Defendant cannot satisfy the first two elements of unjust enrichment. See Virgilio, 680

F.3d at 1337; Kopel, 229 So. 3d at 818.

Even if Nexxt Gen suffered harm (a point that remains speculative and unsupported), the

third element of unjust enrichment requires that Plaintiff’s retention of the benefit be inequitable.

There is no evidence Plaintiff acted in bad faith, obtained funds under false pretenses, or refused

to compensate Nexxt Gen. See Fla. Power Corp., 887 So.2d at 1241-42. Plaintiff did not deny

that invoices were required; rather, he claims the delay was due to Nexxt Gen not yet being a

registered Starlink reseller. The fact that the Receiver ultimately corrected the invoicing also

undermines any inference that Plaintiff retained a benefit inequitably.

b. Benefits in the Form of Equipment and Paid-For Services

Defendant alternatively argues that Plaintiff is liable, even if revenue did not go to

NGVSAT’s bank account, because the benefit was conferred “upon NGVSAT in the form of

equipment and paid-for services” allegedly resold to Brookfield. See ECF No. [359] at 10. But

this theory still fails for two independent reasons.

First, it does not satisfy Florida’s requirement that Nexxt Gen directly conferred a benefit

on NGVSAT that NGVSAT then retained. The record reflects that the kits and services were

CASE NO. 24-CV-21649-ELFENBEIN

provided to Brookfield — a Nexxt Gen customer — and Defendant cites no evidence that

NGVSAT received payment, retained assets, or otherwise realized a measurable enrichment.

Second, the undisputed facts foreclose the premise that NGVSAT functioned as a revenue-

generating conduit: it is undisputed NGVSAT never operated and never received any benefit. See

ECF No. [373-1] at 4412-13. On this record, Defendant’s “in-kind benefit to NGVSAT” theory

is speculative and insufficient to create a triable unjust enrichment claim. See Anderson, 477 U.S.

at 252. Accordingly, because Defendant has not shown that Nexxt Gen directly conferred a benefit

on Plaintiff or NGVSAT that was accepted and retained, and because the undisputed record

negates Defendant’s core enrichment premise, Plaintiff is entitled to summary judgment on Count

VI. As aresult, the Court GRANTS summary judgment in Plaintiffs favor on Count VI.

V. CONCLUSION

For the reasons explained above, it is ORDERED AND ADJUDGED that Plaintiff's

Motion for Summary Judgment, ECF No. [342], is GRANTED in Plaintiff's favor as to all counts

in Defendant’s Counterclaim.

DONE and ORDERED in Chambers in Miami, Florida on February 6, 2026.

~*~ a

MARTY FUL4SSUEIRA ELFENBEIN

UNITED STATES MAGISTRATE JUDGE

ce: All Counsel of Record

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