# Opinion

> District Court, S.D. Florida · September 3, 2026

URL: https://www.frixlaw.com/law-library/cases/11435360

## Case

- **Full name:** Recondition Geek NA LLC v. Drip Capital, Inc.
- **Court:** District Court, S.D. Florida
- **Decided:** September 3, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF FLORIDA
Miami Division
Case Number: 25-25388-CIV-MORENO
RECONDITION GEEK NA LLC,
Plaintiff,
vs.
DRIP CAPITAL, INC.,
Defendant.
I
ORDER DENYING DEFENDANT’S MOTION TO STAY CASE—OR IN THE
ALTERNATIVE, TO TRANSFER IT—AND TO DISMISS COUNT I
This case arises from Defendant Drip Capital, Inc.’s filing of UCC financing statements in
Florida asserting a security interest in the assets of Plaintiff Recondition Geek NA LLC, which
Plaintiff contends were unauthorized and resulted in Amazon freezing its funds and inventory.
Count I asserts a claim under section 817.535(8), Florida Statutes, and Count II asserts a claim for
tortious interference with a business relationship. Defendant filed the underlying motion seeking
to stay the case pursuant to the Colorado River doctrine, or in the alternative, to transfer it to the
District of New Jersey, and to dismiss Count II (D.E. 14). Because the Court finds that Defendant’
has not demonstrated exceptional circumstances warranting abstention, has not established that
this action could have been brought in the District of New Jersey, and has not shown that Count IT
fails to state a claim, Defendant’s Motion is denied.
FACTUAL BACKGROUND
Plaintiff Recondition Geek NA LLC is a Florida limited liability company engaged in the
purchase and resale of consumer products through Amazon. Plaintiff uses Amazon’s Fulfillment

by Amazon program and has an existing contractual and business relationship with Amazon
pursuant to Amazon’s Services Business Solutions Agreement.
Defendant Drip Capital offers supply chain financing to businesses. According to Plaintiff,
Plaintiff has never entered into a financing agreement, loan agreement, or other business
relationship with Defendant. Despite this, Plaintiff alleges that Defendant filed multiple UCC-1
financing statements in Florida identifying Plaintiff as a debtor and asserting a security interest in
its assets. Plaintiff contends that Defendant filed those financing statements in an effort to obtain
leverage arising from a separate contractual dispute between Defendant and entities associated
with a family member of Plaintiffs owner. Plaintiff also alleges that Defendant notified Amazon
of its claimed security interest, after which Amazon froze Plaintiff's funds and inventory and
suspended its selling privileges.
PROCEDURAL HISTORY
Plaintiff brings two claims against Defendant. Count I seeks relief under section
817.535(8), Florida Statutes, arising from the allegedly fraudulent financing statements. Count II
asserts tortious interference with Plaintiff's business relationship with Amazon.
Defendant previously commenced an action in New York Supreme Court against several
entities, including The R20 Group LLC, The R20 Group LLC, TRG Group Inc., HS YT Products
LLC, and Plaintiff. Defendant alleges in the New York action that those entities are affiliates under
common control and were operated interchangeably.
DISCUSSION
Defendant alleges in the New York action that its financing agreement with the R2 entities
gives it a security interest not only in the assets belonging to its contractual counterparties, but also
in assets belonging to their affiliates, including Plaintiff. Defendant thus contends that its Florida

UCC filings against Plaintiff were authorized by its financing agreement and that the New York
action will resolve the underlying question here of whether Defendant was entitled to file the UCC
financing statement as to Plaintiff, and Plaintiffs assets, in Florida.
Plaintiff contends that it is not under common ownership with the R2 entities, never entered
into Defendant’s financing agreement, and never authorized Defendant to obtain a security interest
in its properties. Plaintiff adds that it is named in only one substantive claim in the New York
action, a claim for recovery of chattel under New York CPLR 7102, and that it has challenged
personal jurisdiction in that proceeding. -
Defendant now asks this Court to stay this action under the abstention doctrine articulated
in Colorado River Water Conservation District v. United States, 424 U.S. 800 (1976).
Alternatively, Defendant asks the Court to decline to exercise jurisdiction under the Declaratory
Judgment Act or to transfer the action to the District of New Jersey under 28 U.S.C. § 1404(a).
Defendant separately seeks dismissal of Count II under Federal Rule of Civil Procedure 12(b)(6).
I. Colorado River Abstention
“The Colorado River doctrine can apply only when concurrent state and federal litigation
exists, and the federal litigation does not qualify for abstention under any of the three traditional
abstention doctrines.” Gold-Fogel v. Fogel, 16 F.Ath 790, 800 (11th Cir. 2021). In such
circumstances, “principles of ‘wise judicial administration, giving regard to conservation of
judicial resources and comprehensive disposition of litigation,’ may allow a federal court not to
perform its otherwise ‘virtually unflagging obligation . . . to exercise the jurisdiction given’ it.” Jd.
at 800-01 (quoting Colorado River, 424 U.S. at 817). Abstention under Colorado River is
appropriate in “considerably . . . limited” and “exceptional” circumstances. Colorado River, 424
USS. at 818.

The Eleventh Circuit employs a two-step inquiry to determine whether abstention is
warranted. First, the Court determines whether the “federal and state proceedings involve
substantially the same parties and substantially the same issues.” Ambrosia Coal & Constr. Co. v.
Pages Morales, 368 F.3d 1320, 1330 (11th Cir. 2004). If they do, the Court then considers several
factors to determine whether “exceptional circumstances” justify abstention. Jackson-Platts v.
General Electric Cap. Corp., 727 F.3d 1127, 1141 (11th Cir. 2013).
A. The Proceedings Are Sufficiently Parallel
Plaintiff argues that the New York action is not parallel to this case for several reasons.
First, Plaintiff states that the New York action concerns alleged breaches of a financing agreement
by third parties, and that Plaintiff is only named as a defendant in one claim for the recovery of
chattel. Plaintiff notes that here, it seeks affirmative relief under Florida’s UCC statutes and state
law. Because the New York Court is not being asked to decide whether Defendant violated
Florida’s UCC or whether it tortiously interfered with Plaintiffs business, Plaintiff argues that
abstention is unwarranted. Plaintiff further posits that because the New York action would not
resolve all of Plaintiff’s claims here, the two proceedings are not sufficiently parallel. Finally,
Plaintiff argues that there are eight parties to the New York action and only two are present here,
further counseling against abstention.
At this threshold inquiry, the Court is tasked with determining whether the “federal and
state proceedings involve substantially the same parties and substantially the same issues.”
Ambrosia Coal, 368 F.3d at 1330. As long as the proceedings are substantially similar, “[e]xact
parallelism is not required.” Jd. at 1330 n.21. The Court concludes that the Florida and New York
proceedings are sufficiently parallel to proceed to the second step of the Colorado River analysis.

Both parties to this action are parties to the New York action. Further, Defendant expressly
alleges in the New York action that Recondition is an affiliate of the R2 entities and that
Defendant’s financing agreement provides a security interest in Plaintiffs assets. Thus, the central
factual and legal questions overlap as both ask whether Defendant possessed enforceable rights to
Plaintiff's inventory and property.
B. Exceptional Circumstances Do Not Exist
Next, the Court proceeds to Colorado River’s second step and weighs several factors to
determine whether abstention is permissible. The Eleventh Circuit has described these factors as
follows: “(1) whether one of the courts has assumed jurisdiction over property, (2) the
inconvenience of the federal forum, (3) the potential for piecemeal litigation, (4) the order in which
the fora obtained jurisdiction, (5) whether state or federal law will be applied, . . . (6) the adequacy
of the state court to protect the parties’ rights[,]” and (7) “the vexatious or reactive nature of either
the federal or the state litigation.” Ambrosia Coal, 368 F.3d at 1331. This list is “not necessarily
exclusive” and “no single factor controls.” Gold-Fogel, 16 F.4th at 798. The balance should be
“heavily weighted in favor of the exercise of jurisdiction.” Moses H. Cone Mem’ Hosp. v. Mercury
Constr. Corp., 460 U.S. 1, 16 (1983).
“The first Colorado River factor asks if one court assumed jurisdiction over property before
the other court” and “applies only where there is a proceeding in rem.” Jackson-Platts, 727 F.3d
at 1141. Although the parties dispute security interests in inventory, Defendant has not shown that
either this action or the New York action is an in rem proceeding. Accordingly, this factor does
not support abstention.
The second factor is, at most, neutral. The inquiry here “concerns the inconvenience of the
federal forum and focuses “primarily on the physical proximity of the federal forum to the evidence

and witnesses."' Jackson-Platts, 727 F.3d at 1141 (quoting Ambrosia Coal, 368 F.3d at 1332). The

Southern District of Florida is not sufficiently inconvenient to justify abstention. Plaintiff is
organized in Florida and the UCC fi:q.ancing statements challenged in this action were filed in
Florida. Defendant argues that Plaintiff has little actual operational presence in Florida
and states that Plaintiffs owners reside in New York. While those circumstances diminish the
weight of Florida's convenience, they do not establish that this federal forum is sufficiently
inconvenient to favor abstention. Defendant itself is a Delaware corporation with its
principal place of business in California, and Plaintiff points out that Defendant's identified
witnesses are based in California and India rather than New York or Florida. Thus, neither
forum possesses an overwhelming convenience advantage.

As for the third factor, Defendant observes that simultaneous proceedings could produce
inconsistent conclusions regarding whether its financing agreement authorizes a security interest
against Plaintiff. Colorado River, however, does not permit abstention merely because parallel
litigation creates some risk of inconsistent results. Jackson-Platts, 727 F.3d at 1142. To favor
abstention, "the circumstances enveloping those cases [must] likely lead to piecemeal litigation
that is abnormally excessive or deleterious." Ambrosia Coal, 368 F.3d at 1333.
Here, Plaintiff seeks relief here that is not presently requested in the New York action.
Plaintiff asserts a cause of action under Florida law concerning financing statements filed- in
Florida and separately seeks damages for Defendant's alleged interference with its Amazon
relationship. Plaintiff therefore argues that abstention would not eliminate piecemeal litigation.

The Court agrees. Although the possibility of inconsistent rulings regarding Defendant's
underlying security interest gives this factor some weight in favor of abstention, the factor does
not provide the extraordinary justification that Colorado River requires.
The fourth factor modestly favors abstention. Although the New York action was filed first,
“priority should not be measured exclusively by which complaint was filed first, but rather in terms
of how much progress has been made in the two actions.” Moses H. Cone, 460 U.S. at 21. Plaintiff
represents that, as of the date of its filing of its opposition, discovery had not commenced in New
York and motions challenging the New York action remained pending. The New York action
therefore has temporal priority, but the record does not establish that it has progressed so
substantially toward resolution that this factor weighs heavily in favor of abstention.
The fifth factor provides little, if any, support for abstention. The claims before this Court
arise under state rather than federal law. “But this factor favors abstention only where the
applicable state law is particularly complex or best left for state courts to resolve.” Jackson-Platts,
727 F.3d at 1143. Federal courts sitting in diversity routinely determine issues concerning state
UCC statutes and state tort law. Thus, the Court does not find that the Complaint details “the kind
of complex law that raises thorny and difficult state law questions.” /d. Further, Plaintiff brings its
claims under Florida law, not New York law. Thus, this factor does not establish a reason to defer
to a New York state court.
As for the sixth factor, the Court has no reason to conclude that the New York court cannot
protect the rights of parties properly before it. “[B]ut ‘[t]he fact that both forums are adequate to
protect the parties’ rights merely renders this factor neutral.’” Jackson-Platts, 727 F.3d at 1143
(quoting Noonan S., Inc. v. Cnty. of Volusia, 841 F.2d 380, 383 (11th Cir. 1998) (emphasis added)).
Thus, this factor does not favor abstention.
Finally, the seventh factor does not favor abstention. Defendant contends that this action is
reactive as Plaintiff filed this case only after Defendant had named Plaintiff as a defendant in New
York. Defendant notes that Plaintiff and entities allegedly affiliated with it have initiated related

proceedings in three different courts to fragment litigation concerning Defendant’s rights under
the Agreement. The timing of the litigation provides some support for Defendant’s
characterization. The New York action preceded this action by approximately three months, and
the Complaint here arises from conduct that is, according to Defendant, related to Defendant’s
efforts to enforce its security rights. But a later-filed action is not necessarily “vexatious or
reactive” merely because it responds to an earlier lawsuit or involves overlapping subject matter.
The litigation pattern here is not of the kind the Eleventh Circuit has found sufficiently vexatious

reactive to favor abstention. See, e.g., Taveras v. Bank of America, N.A., 89 F.4th 1279, 1288-
89 (11th Cir. 2024) (affirming the “conclusion that this third federal action, which was filed in
violation of a prior district court order, is vexatious and reactive”).
Considering the factors collectively, this case does not present the exceptional
circumstances necessary for Colorado River abstention. The Supreme Court requires the balance
to be “heavily weighted in favor of the exercise of jurisdiction.” Moses H. Cone, 460 U.S. at 16.
The Eleventh Circuit has further cautioned that Colorado River abstention should not be employed
absent a sufficiently serious justification for departing from the ordinary “duty of a District Court
to adjudicate a controversy properly before it.” Jackson-Platts, 727 F.3d at 1140. Measured against
that demanding standard, the Court finds that Defendant has not carried its burden of showing that
exceptional circumstances exist such that abstention is appropriate. Accordingly, the Court denies
Defendant’s request for a stay under Colorado River.
II. Transfer to the District of New Jersey
Defendant alternatively and “reluctantly” argues that ifthe Court finds that Colorado River
abstention is unwarranted, that the Court should transfer this case to the District of New Jersey in
accordance with 28 U.S.C. § 1404(a). (D.E. 14-1 at 14). Section 1404(a) permits transfer, □□□□□□

the convenience of parties and witnesses, in the interest of justice” to a district in which the action
“might have been brought.” 28 U.S.C. § 1404(a). Courts are afforded broad discretion to determine
whether transfer is justified under section 1404(a). Almanzar v. Select Portfolio Servicing, Inc.,
No. 14-22586-CIV-MORENO, 2015 WL 11233132, at *1 (S.D. Fla. Jan. 29, 2015) (citing
Trafalgar Capital Specialized Inv. Fund (In Liquidation) v. Hartman, 878 F. Supp. 2d 1274, 1281—
82 (S.D. Fla. 2012)). To prevail on a motion to transfer under section 1404(a), the Court must
“determine whether the action could have been brought in the venue in which transfer is sought,”
and □□□ “whether convenience and the interests of justice require transfer to the requested forum.”
Osgood v. Disc. Auto Parts, LLC, 981 F. Supp. 2d 1259, 1263 (S.D. Fla. 2013). This burden rests
with the movant. Jd. “The plaintiff’s choice of forum should not be disturbed unless it is clearly
outweighed by other considerations.” Robinson v. Giarmarco & Bill, P.C., 74 F.3d 253, 260 (11th
Cir. 1996) (citations omitted).
Plaintiff argues that Defendant has not established why Defendant would have been subject
to personal jurisdiction in New Jersey with respect to this action, emphasizing that Defendant is a
Delaware corporation with its principal place of business in California and that Plaintiff's claims
concern financing statements filed against it in Florida. Defendant responds that New Jersey has
significant connections to the broader financing transaction. It alleges that R20 Group, LLC, one
of the entities that entered into the underlying Agreement, is a New Jersey entity. It also states that
the Agreement purportedly extends Defendant’s security rights to Plaintiff, and that Defendant
filed related UCC financing statements in New Jersey. Defendant also contends that R2-affiliated
entities and their principals are located in New York and New Jersey. Defendant therefore states
that it would not contest jurisdiction in New Jersey and that there is surely jurisdiction over it in
New Jersey.

The question here is not merely whether New Jersey bears some relationship to the broader
commercial dispute or whether Defendant would voluntarily litigate there. The threshold inquiry
asks whether Plaintiff could have originally brought this particular action against Defendant in the
District of New Jersey. See Windmere Corp. v. Remington Products, Inc., 617 F. Supp. 8, 10 (S.D.
Fla. 1985). “An action ‘might have been brought’ in a proposed transferee court if: (1) the court
had jurisdiction over the subject matter of the action; (2) venue is proper there; and (3) the
defendant is amenable to process issuing out of the transferee court.” Jd Subject-matter
jurisdiction presents no obstacle because the District of New Jersey would possess the same
diversity jurisdiction asserted here. The deficiencies concern personal jurisdiction and venue.
Defendant identifies meaningful New Jersey contacts surrounding the Agreement, but it
does not develop the venue and personal jurisdiction analysis necessary to demonstrate that
Plaintiff could have filed these claims against Defendant in the District of New Jersey. Defendant
does not explain how its New Jersey contacts give rise to or relate to Plaintiff's claims regarding
the allegedly unauthorized financing statements filed against Plaintiff in Florida or with
Defendant’s alleged interference with Plaintiff's Amazon relationship. Nor does Defendant
establish that venue would have been proper there under 28 U.S.C. § 1391.
Defendant’s willingness to litigate in New Jersey does not cure those deficiencies. See La
Potencia, LLC v. Chandler, No. 22- 80417-CIV-RUIZ, 2022 WL 17417232, at *14 (S.D. Fla. Nov.
3, 2022) (“Defendants cannot consent to be.sued after a suit is filed for purposes of a transfer under
§ 1404(a).”), report and recommendation adopted, 2022 WL 17415076 (S.D. Fla. Dec. 5, 2022);
Hoffman vy. Blaski, 363 U.S. 335, 343 (1960) (“We do not think the [§] 1404(a) phrase ‘where it
might have been brought’ can be interpreted to mean. . . ‘where it may now be rebrought, with

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defendants’ consent.’”). Because Defendant has not established that the District of New Jersey is
a district in which this action “might have been brought,” Defendant’s motion to transfer is denied.
WI. Count U: Tortious Interference
Defendant moves to dismiss Plaintiff's claim for tortious interference with a business
relationship under Rule 12(b)(6). Defendant argues that Plaintiff has not sufficiently alleged that
Defendant’s actions were motivated by malice because its actions had a clear economic motive.
“A pleading that states a claim for relief must contain... a short and plain statement of the
claim showing that the pleader is entitled to relief.” Fed. R. Civ. P. 8(a)(2). To survive a motion to
dismiss, a “complaint must contain 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) (quoting Bell Ail.
Corp. v. Twombly, 550 U.S. 544, 570 (2007)). “A claim has facial plausibility when the plaintiff
pleads factual content that allows the court to draw the reasonable inference that the defendant is
liable for the misconduct alleged.” Jd. (citing Twombly, 550 U.S. at 556). “While legal conclusions
can provide the framework of a complaint, they must be supported by factual allegations.” Jd. at
679. Detailed factual allegations are not required, but a complaint must offer more than “labels
and conclusions” or “a formulaic recitation of the elements of the cause of action.” Twombly, 550
U.S. at 555 (citation omitted). The factual allegations must be enough to “raise a right to relief
above the speculative level.” Jd. (citations omitted).
In Florida, “[a]n individual commits tortious interference with business relations if the
individual: (1) acted improperly; (2) acted maliciously with the intent to injure; (3) compelled a
third party to refuse to enter into a business relationship with the plaintiff; and (4) caused plaintiff
to suffer a financial injury.” Elandia Intern., Inc. v. Ah Koy, 690 F. Supp. 2d 1317, 1331 (S.D. Fla.

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2010) (citing DeLong Equip. Co. v. Wash. Mills Abrasive Co., 887 F.2d 1499, 1519 (11th Cir.
1989)).
Defendant disputes only the malice requirement, arguing that the alleged interference was
legally justified because Defendant acted to protect a legitimate economic interest. Indeed, Florida
law recognizes a privilege to interfere where a defendant acts to protect an existing economic
interest. Ethyl Corp. v. Balter, 386 So. 2d 1220, 1224-25 (Fla. 3d DCA 1980). That privilege,
however, does not extend to the use of “improper means.” Jd. at 1225.
Defendant contends that section 14 of its financing agreement expressly permitted it to
assert a security interest against affiliates of the R2 entities, including Plaintiff. Defendant thus
argues that submitting its UCC filing to Amazon was an effort to enforce a legitimate secured debt.
The Complaint alleges the opposite. Plaintiff alleges that it never entered into any contract, loan,
or financing relationship with Defendant and never authorized Defendant to obtain a security
interest in its assets. (D.E. 1 §] 28-35). Further, the Complaint alleges that Defendant sought to
use its UCC-1 filings to gain leverage in the New York action and that Defendant’s submissions
were made maliciously and with ill will. dd. J] 37, 61).
At the Rule 12(b)(6) stage, the Court accepts well-pleaded factual allegations as true and
draws reasonable inferences in the Plaintiff’s favor. See Iqbal, 556 U.S. at 678. The Court therefore
cannot presently accept Defendant’s affirmative defense as a means for dismissing Count II.
Defendant correctly notes that an affirmative defense can support dismissal when the defense
clearly appears on the face of the complaint. Quiller v. Barclays Am./Credit, Inc., 727 F.2d 1067,
1069 (11th Cir. 1984), on reh’g, 764 F.2d 1400 (11th Cir. 1985). Here, however, the Complaint
does not concede that Defendant possessed enforceable rights against Plaintiff. Rather, it alleges
the contrary. Defendant’s reliance on the Agreement does not resolve the issue at this stage. Even

12

assuming the Court may consider the Agreement because it is central to Plaintiffs claim and its
authenticity is undisputed, Defendant’s argument requires the Court to accept its disputed premise
that Plaintiff is an R2-affiliate whose assets are subject to the Agreement’s security provisions.
The Complaint expressly alleges otherwise, and thus consideration of the Agreement does not
establish Defendant’s affirmative defense on the face of the Complaint. Accordingly, the Court
finds that Count II plausibly states a claim for tortious interference and denies Defendant’s motion
to dismiss Count II.
IV. Declaratory Judgment Act
Defendant also argues that “after [the Court] dismisses... Complaint’s Count
Two... the remainder of the Complaint seeks declaratory relief, and this Court has the discretion
to abstain from hearing such claims” under the Declaratory Judgment Act. (D.E. 14-1 at 11-12).
Because the Court denies Defendant’s motion to dismiss Count II, Defendant’s request for
abstention under the Declaratory Judgment Act is denied.
CONCLUSION
For the reasons stated above, it is
ADJUDGED that Defendant’s Motion to Stay Case-—or, in the Alternative, to Transfer
it—and to Dismiss Count Two is DENIED. It is further
ADJUDGED that Defendant shall file an Answer to the Complaint no later than
September 25, 2026. th
DONE AND ORDERED in Chambers at Miami, Florida, this yy of September 2026.

FEDERIC@A. MORENO
UNITED STATES DISTRICT JUDGE

Copies furnished to: Counsel of Record
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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11435360. Public record. Not legal advice.