Al Rushaid Petroleum Investment Company and Al Rushaid Trading Company, collectively known as Al Rushaid, are Saudi Arabian firms that have long acted as exclusive agents for foreign manufacturers seeking to access the Saudi oil and gas market. For over thirty years, Al Rushaid represented Dresser Rand Group (DRG) in Saudi Arabia, securing lucrative contracts with Saudi Aramco and entering into joint ventures to construct facilities. In 2014, Siemens Energy announced its acquisition of DRG, completing the purchase in mid-2015. Al Rushaid alleged that after the acquisition, Siemens cut them out of contracts and deals they believed they were entitled to, using the joint venture's product line and personnel to secure opportunities that should have gone to the joint venture. Al Rushaid sued Siemens in the Middle District of Florida for tortious interference, unfair competition, and unjust enrichment. The district court dismissed all claims without prejudice, finding that Siemens was not a stranger to the business relationship and that the complaint failed to meet pleading standards. Al Rushaid appealed, arguing the district court erred in dismissing each claim.
The Eleventh Circuit, writing for the court, affirmed the dismissal on three distinct grounds, applying Florida law to the diversity jurisdiction case. First, regarding tortious interference, the court explained that under Florida law, a defendant must be a 'stranger to the business relationship' to be liable. A defendant is not a stranger if they have a supervisory or financial interest in the relationship. The court found that because Siemens owned DRG, the company with which Al Rushaid had contracts, Siemens had a direct supervisory and financial interest in how those contracts were performed. The court rejected Al Rushaid's argument that Siemens became a stranger because it acquired DRG after the contracts were signed, noting that the relevant time for determining 'stranger' status is when the alleged tortious conduct occurred, not when the relationship began. The court also addressed the exceptions to the 'stranger' rule, which allow liability if improper means are used or if the motive is purely malicious. The court held that Al Rushaid failed to plead improper means with the particularity required by Federal Rule of Civil Procedure 9(b) for fraud allegations, as the complaint did not specify the time, place, or specific content of alleged misrepresentations. Furthermore, the court found that Al Rushaid failed to allege that Siemens acted with a motive purely malicious and divorced from legitimate economic interests, as Siemens had clear business reasons for the acquisition and subsequent actions. Second, the court affirmed the dismissal of the unfair competition claim. The court characterized Count 8 of the complaint as an impermissible 'shotgun pleading' because it lumped together a common law unfair competition claim with a trade secret claim, which must be brought under the Florida Uniform Trade Secrets Act. Even if separated, the claim failed because Al Rushaid did not plausibly allege that Siemens was a competitor, as Siemens was a manufacturer while Al Rushaid was an agent. The complaint also failed to allege deceptive conduct causing customer confusion, which is a required element of unfair competition. Third, the court affirmed the dismissal of the unjust enrichment claim. The court noted that the claim was pleaded with insufficient specificity, using 'and/or' language that blurred the theories of liability. More fundamentally, the court held that under Florida law, a plaintiff cannot pursue unjust enrichment if an express contract exists covering the same subject matter. Since Al Rushaid's claim was based on the breach of contractual obligations regarding commissions, the equitable claim was barred.
The decision reinforces the strict 'stranger' requirement for tortious interference claims in Florida, particularly in corporate acquisition contexts where the acquirer retains a financial interest in the target's pre-existing contracts. It clarifies that the timing of the interference, not the formation of the contract, determines stranger status. The ruling also serves as a warning to litigants regarding the 'shotgun pleading' doctrine, requiring distinct counts for distinct causes of action, and emphasizes that unjust enrichment is unavailable when an express contract governs the dispute. The dismissal was without prejudice, meaning Al Rushaid may attempt to refile if they can cure the pleading deficiencies, though the substantive legal hurdles remain.