DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA

FOURTH DISTRICT

KARLA GUARINO,

Appellant,

v.

EDWARD MANDEL, an individual, VIBE MICRO, INC.,

a Nevada corporation, and 8 SPEED 8, INC., a Nevada corporation,

Appellees.

No. 4D20-1708

SNELL AND WILMER, LLP, a foreign limited liability partnership,

Appellant,

v.

EDWARD MANDEL, an individual, VIBE MICRO, INC.,

a Nevada corporation, and 8 SPEED 8, INC., a Nevada corporation,

Appellees.

No. 4D20-1716

[September 15, 2021]

Nonfinal appeals from the Circuit Court for the Seventeenth Judicial 

Circuit, Broward County; Keathan B. Frink, Judge; L.T. Case No. CACE18-

4917-12.

Todd M. Kurland of Law Office of Todd M. Kurland, P.A., Palm Beach 

Gardens, for appellant Karla Guarino.

David R. Atkinson, George S. Lemieux and Lauren V. Purdy of Gunster, 

Yoakley & Stewart, P.A., West Palm Beach, for appellant Snell and Wilmer, 

LLP.

Stephanie Hopple of Hopple Law Firm, LLLP, Miami, for appellees.

FORST, J.
2

Appellants Karla Guarino and law firm Snell and Wilmer, LLP have filed 

separate appeals from non-final orders partially denying their respective 

motions to dismiss appellees’ amended complaint for lack of personal 

jurisdiction. The motions to dismiss were directed to an amended

complaint filed by appellees Edward Mandel and Vibe Micro, Inc., 

individually and as shareholders of 8 Speed 8, Inc. (“8 Speed 8”). The 

amended complaint asserted that appellants and others committed 

various torts within this state, thereby subjecting them to jurisdiction 

pursuant to Florida’s long-arm statute, section 48.193, Florida Statutes 

(2018). We sua sponte consolidate these two appeals for disposition.

With respect to Guarino’s appeal, we reverse and remand for dismissal 

of the amended complaint because neither the amended complaint’s 

allegations nor the record’s jurisdictional evidence connects Guarino’s 

alleged tortious conduct with Florida to bring her within the ambit of the 

long arm statute. As to the law firm’s appeal, we reverse and remand for 

an evidentiary hearing concerning certain jurisdictional evidence, and for 

a “minimum contacts” analysis should the trial court find jurisdiction 

under the long-arm statute. 

Background

Appellees’ eight-count amended complaint was directed to ten

defendants and asserted various business torts, as well as abuse of 

process and invasion of privacy claims. Specifically, the amended 

complaint alleged the following causes of action: breach of fiduciary duty 

in furtherance of civil conspiracy (counts I and II); misappropriation of 

trade secrets in furtherance of civil conspiracy (count III); 

conversion/usurpation of corporate opportunities in furtherance of civil 

conspiracy (count IV); abuse of process in furtherance of civil conspiracy 

(count V); aiding and abetting breach of fiduciary duty in furtherance of 

civil conspiracy (count VI); aiding and abetting breach of fiduciary duty 

(count VII); and invasion of privacy (count VIII). Counts I, II, III, IV, V, and 

VIII were brought against all defendants, including the two appellants. 

Count VI was brought solely against the law firm, and the remaining count 

(count VII) did not include either appellant.

The amended complaint generally alleged that in November 2012, 

appellee Mandel, defendant Igor Shabanets, and a non-party—acting 

through their respective corporations—entered into an agreement to run a 

kiosk business together, 8 Speed 8.1 Mandel, Shabanets, and the non1 Mandel’s respective corporation was appellee Vibe Micro, Inc. 8 Speed 8 was 

allegedly a Nevada corporation.
3

party each had an ownership interest in the company, with appellant Karla 

Guarino, a Colorado resident, serving as the company’s CEO.

The amended complaint further alleged that, in October 2013,

Shabanets, the non-party, and Guarino “conspired and agreed to use 

illegal means to force Mandel out of 8 Speed 8.” In furtherance of the 

conspiracy, the purported conspirators later created Rain Kiosk, an entity 

“identical to 8 Speed 8 . . . but for Mandel’s ownership interest,” to divert 

8 Speed 8’s assets and corporate opportunities. Investors interested in 8 

Speed 8 were told that Rain Kiosk was the same company and were invited 

to instead invest in Rain Kiosk.

Subsequently, in March 2014, Rain Kiosk entered into an agreement 

with Payteller, a competing kiosk company, whereby 8 Speed 8’s “assets 

and business opportunities, including those that had [already] been 

transferred to Rain Kiosk” would be transferred to Payteller and/or Card 

Platforms, LLC—two Florida companies. This was allegedly done in order 

to further remove control of 8 Speed 8 from Mandel. Payteller thereafter 

hired Guarino, with the latter alleged to have continued to transfer 8 Speed 

8’s business opportunities to the two Florida companies.

Appellant Snell and Wilmer, an Arizona-based law firm with no offices 

in Florida, allegedly joined the conspiracy, “propos[ing] an alternate course 

of action which would allow Guarino, Shabanets, and [NPI] to cash out on 

their interests in 8 Speed 8 . . . and prevent Mandel from receiving 

anything.” Upon the law firm’s advice, the conspirators entered into a new 

agreement with Payteller, wherein Rain Kiosk was substituted with ISS 

Management, Inc. (“ISS”), a separate Nevada limited liability company. 

The conspirators purportedly used ISS to continue to capitalize on 8 Speed 

8’s business opportunities under a new name.2 The law firm, in turn, 

advised the other conspirators and “drafted a series of documents which 

enabled . . . Russian investors who had originally intended and agreed to 

invest in 8 Speed 8 . . . to instead invest in ISS, Payteller, and Card 

Platforms.” The amended complaint concludes that this activity’s result

was that the conspirators received millions of dollars that would otherwise 

have gone, in part, to appellees.

Beyond the alleged conspiracy to siphon 8 Speed 8’s assets and 

diminish Mandel’s influence in the company, appellees further claimed 

that the law firm engaged in a pattern of conduct designed to harass 

Mandel. As part of this conduct, appellees asserted that the law firm 

2 The amended complaint alleged that Mandel had discovered the conspirators’ 

plan with respect to Rain Kiosk and that he was unaware of ISS’s existence.
4

appeared in several court cases involving Mandel with the intention of 

rendering him unable to interfere with the alleged conspiracy.

Appellants separately moved to dismiss the amended complaint for lack 

of personal jurisdiction. 

A. Guarino’s Motion to Dismiss

Guarino asserted that appellees failed to adequately allege a conspiracy 

sufficient to bring her actions within the ambit of Florida’s long-arm 

statute, and that, in any event, she lacked the requisite level of minimum 

contacts with Florida to establish personal jurisdiction. Guarino filed both 

an affidavit and supplemental affidavit in support, wherein she asserted 

that: (1) she had never resided in Florida; (2) she had worked for Payteller 

only after she had ended her employment as 8 Speed 8’s CEO; (3) while 

working for Payteller, she worked from her home in Colorado; and (4) she 

had “made 5 trips to Florida for Payteller purposes.” Guarino also 

challenged a number of the amended complaint’s factual allegations.

Appellees filed a response in opposition to Guarino’s motion to dismiss, 

asserting that the conspiracy and breach of fiduciary duty occurred in 

Florida because Guarino helped to divert 8 Speed 8’s assets and business 

opportunities to Payteller and Card Platforms, LLC—two Florida 

companies.3 Moreover, appellees asserted that the injury occurred in 

Florida because “the only [8 Speed 8] shareholder that suffered injury from 

the misappropriation” was appellee Vibe Micro, Inc., which had its 

principal place of business in Florida and which had appellee Mandel, a 

Florida resident, as its principal. According to appellees, “[s]ince this was 

intentional misconduct that took place in Florida, the conduct was 

designed to harm a Florida resident, and the conspirators knew that the 

brunt of actions would be felt in Florida, the tort occurred in Florida.” In 

support of their response, appellees filed Guarino’s answers to personal 

jurisdiction interrogatories, and the affidavits of both Mandel and the nonparty individual that helped create 8 Speed 8. Those filings mainly served 

to support the amended complaint’s allegations and contained minimal 

relevance to jurisdiction.

B. The Law Firm’s Motion to Dismiss

The law firm moved to dismiss all claims brought against it, arguing

inter alia, that appellees failed to allege a viable conspiracy, failed to 

3 The response in opposition solely addressed the alleged conspiracy and breach 

of fiduciary duty (without specifying if it was in reference to counts I or II).
5

demonstrate a basis for either specific or general personal jurisdiction in 

Florida, and that the trial court’s exercise of personal jurisdiction over the 

law firm would violate due process. In support, the law firm filed the 

affidavits of three of its attorneys involved in court proceedings against 

appellees, all of which stated that the attorneys were California residents 

and denied any wrongdoing or role in the alleged conspiracy.

Appellees filed a response in opposition. The response asserted that 

the law firm had not refuted the jurisdictional allegations of the invasion 

of privacy and aiding and abetting breach of fiduciary duty claims (counts 

VIII and VI, respectively), and that the torts were committed in Florida and 

caused injury there.4 

 

To counter the law firm’s jurisdictional evidence, appellees filed the 

affidavits of the non-party and Mandel. As to the law firm’s alleged 

connection with Florida, the non-party stated that the law firm ultimately 

assisted in the diversion of 8 Speed 8’s assets to Payteller and Card 

Platforms, two Florida companies. Moreover, the non-party stated that the 

law firm hired a private investigator to investigate Mandel’s resources 

knowing that Mandel lived in Florida, and that the reports were provided 

to Shabanets, who “owned and used” a Florida residence. Mandel’s 

affidavit provided no Florida connection for the law firm and merely stated 

that he (Mandel) lived in Florida and had suffered damages there because 

of the release of financial and personal information.

C. The Trial Court’s Order on Guarino’s Motion to Dismiss

The trial court entered an order on Guarino’s motion to dismiss. With 

respect to all claims in furtherance of a civil conspiracy, the trial court first 

determined that appellees failed to “successfully allege a cause of action 

for civil conspiracy amongst the defendants to commit a tort.” The court 

therefore “dispensed with any purported claim for civil conspiracy” and 

turned to an examination of the underlying causes of action. In doing so, 

the court determined that only counts I and III sufficiently stated causes 

of action. And, of those two counts, the court determined that it had 

personal jurisdiction over Guarino solely for count I, breach of fiduciary 

duty.

4 Appellees did not address the other claims, alleging that “[t]he only Counts 

which are actually challenged on personal jurisdiction grounds are the invasion 

of privacy claim and aiding and abetting breach of fiduciary duty claim.” 

Appellees requested that the trial court consider personal jurisdiction as to those 

claims only and defer on all other issues.
6

On the breach of fiduciary duty count, the trial court concluded that,

although Guarino largely refuted several jurisdictional allegations 

supporting the cause of action, she failed to refute the amended 

complaint’s paragraph 70(i), which alleged that Guarino improperly 

transferred large amounts of cash from 8 Speed 8’s Wells Fargo bank 

account to Rain Kiosk without consent. The court found that this action, 

combined with the amended complaint’s additional allegations, vested it 

with jurisdiction. Accordingly, the court denied Guarino’s motion to 

dismiss as to count I, and granted the motion as to counts II, III, IV, V, 

and VIII.5 Guarino then filed a motion for rehearing and/or 

reconsideration, which the trial court summarily denied.

D. The Trial Court’s Order on the Law Firm’s Motion to Dismiss

The trial court entered an order granting and denying in part the law 

firm’s motion to dismiss. The court first determined that general personal 

jurisdiction was lacking as to all counts against the law firm. The court 

next examined whether appellees’ claims stated a cause of action and 

whether it had specific personal jurisdiction over the law firm. 

As noted above, on the furtherance of a civil conspiracy claims (counts 

I through VI), the trial court determined that appellees failed to 

“successfully allege a cause of action for civil conspiracy amongst the 

defendants to commit a tort.” The court therefore “dispensed with any 

purported claim for civil conspiracy” and instead examined the underlying 

causes of action as to all counts. 

The trial court found that only count VIII (invasion of privacy) and count 

VI (aiding and abetting breach of fiduciary duty) sufficiently stated a cause

of action, and that it had specific personal jurisdiction over those two 

claims based on the failure of the law firm’s affidavits to sufficiently refute 

the jurisdictional allegations. Accordingly, the court denied the law firm’s 

motion to dismiss as to the invasion of privacy and aiding and abetting 

breach of fiduciary duty claims, but granted the motion to dismiss as to 

counts I, II, III, IV, and V.6

5 The court gave appellees twenty days to amend the complaint. Appellees chose 

not to do so.

6 The court gave appellees thirty days to file an amended complaint. On the 

thirtieth day, the law firm filed its appeal. Appellees did not file a cross-appeal 

to challenge the dismissal of counts I through VI. Nor do appellees represent that 

they sought to amend the complaint.
7

Analysis

“The standard of review of a nonfinal order on a motion to dismiss for 

lack of personal jurisdiction . . . is de novo as to the court’s legal rulings.” 

Int’l Univ. of Health Scis. Ltd., Inc. v. Abeles, 299 So. 3d 405, 408 (Fla. 4th 

DCA 2020); see also NHB Advisors, Inc. v. Czyzyk, 95 So. 3d 444, 447 (Fla. 

4th DCA 2012).

Courts employ a two-step analysis to determine whether personal 

jurisdiction exists over a nonresident defendant. See Venetian Salami Co. 

v. Parthenais, 554 So. 2d 499, 502 (Fla. 1989). The first step focuses on 

the plaintiff’s complaint, and whether it “alleges sufficient jurisdictional 

facts to bring the action within the ambit” of Florida’s long-arm statute. 

Id. (quoting Unger v. Publisher Entry Serv., Inc., 513 So. 2d 674, 675 (Fla. 

5th DCA 1987)); Abeles, 299 So. 3d at 407. 

Under the second step, assuming the complaint is sufficient, the trial 

court must consider whether the defendant satisfied “minimum contacts” 

with Florida such that the exercise of jurisdiction over the defendant 

complies with due process requirements and does not offend “traditional 

notions of fair play and substantial justice.” Venetian Salami, 554 So. 2d 

at 500, 502 (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 316 

(1945)); Astro Aluminum Treating Co. Inc. v. Inter Contal, Inc., 296 So. 3d 

462, 464 (Fla. 4th DCA 2020). Both parts of this two-step analysis “must 

be satisfied for a court to exercise personal jurisdiction over a non-resident 

defendant.” Am. Fin. Trading Corp. v. Bauer, 828 So. 2d 1071, 1074 (Fla. 

4th DCA 2002).

Further, “[s]tanding alone, ‘the filing of a motion to dismiss on grounds 

of lack of jurisdiction over the person does nothing more than raise the 

legal sufficiency of the pleadings.’” Acquadro v. Bergeron, 851 So. 2d 665, 

671–72 (Fla. 2003) (quoting Venetian Salami, 554 So. 2d at 502). To 

properly contest jurisdiction, a defendant must file supporting affidavits. 

Hampton Island Pres., LLC v. Club & Cmty. Corp., 998 So. 2d 665, 667 (Fla. 

4th DCA 2009). “Once affidavits are submitted, the burden shifts to the 

plaintiff to establish the basis for jurisdiction through opposing affidavits 

or other evidence.” Id. If the plaintiff fails to refute the allegations of the 

defendant’s affidavits or other evidence, the court must grant the 

defendant’s motion to dismiss, “provided that the defendant’s affidavit 

properly contested the basis for long-arm jurisdiction by legally sufficient 

facts.” Wash. Cap. Corp. v. Milandco, Ltd., 695 So. 2d 838, 841 (Fla. 4th 

DCA 1997). 
8

“In most cases, the affidavits can be harmonized, and the court will be 

in a position to make a decision based upon facts which are essentially 

undisputed.” Venetian Salami, 554 So. 2d at 502–03. However, if the 

affidavits cannot be reconciled, the court must hold a limited evidentiary 

hearing to determine jurisdiction. Id. at 503.

A. Establishing Specific Jurisdiction under Florida’s Long-Arm 

Statute

A plaintiff can establish either specific or general jurisdiction under 

Florida’s long-arm statute, codified in section 48.193, Florida Statutes

(2018). Yarger v. Convergence Aviation Ltd, 310 So. 3d 1276, 1279 (Fla. 

5th DCA 2021). “Specific jurisdiction requires a showing that ‘the alleged 

activities or actions of the defendant are directly connected to the forum 

state.’” Id. (quoting Aegis Def. Servs., LLC v. Gilbert, 222 So. 3d 656, 659 

(Fla. 5th DCA 2017)). General jurisdiction, on the other hand, “requires a 

showing that ‘the defendant’s connections with the forum state are so 

substantial that it is unnecessary to establish a relationship between this 

state and the alleged wrongful actions.’” Id. (quoting Aegis, 222 So. 3d at 

659).

The cases before us concern an assertion of specific jurisdiction under 

section 48.193(1)(a)2., Florida Statutes (2018). Consequently, appellees 

needed to have alleged that their claims of (a) breach of fiduciary duty and 

(b) the torts of (1) invasion of privacy and (2) aiding and abetting a breach 

of fiduciary duty, were committed in or directed into Florida, and that the 

causes of action “ar[ose] from” the tortious activity. See § 48.193(1)(a)2., 

Fla. Stat. (2018); Wendt v. Horowitz, 822 So. 2d 1252, 1260 (Fla. 2002) 

(physical presence is not required to “commit a tortious act” and personal 

jurisdiction may lie for a tort directed into Florida so long as the cause of 

action arises from the tortious conduct). Moreover, appellees needed to 

have adequately alleged a valid cause of action. See Horowitz v. Laske, 

855 So. 2d 169, 174 (Fla. 5th DCA 2003) (“Where the threshold question 

of jurisdiction turns on whether a tort is committed in Florida, the court 

necessarily must review the allegations of the complaint to determine if a 

cause of action is stated.”).

However, as it relates to section 48.193(1)(a)’s “arising from” language 

referenced in Wendt, such language “necessarily focuses analysis not on 

where a plaintiff ultimately felt damages, but where a defendant’s tortious 

conduct occurred.” Metnick & Levy, P.A. v. Seuling, 123 So. 3d 639, 645 

(Fla. 4th DCA 2013) (emphasis added). “[M]ere injury in Florida resulting 

from a tort committed elsewhere is insufficient to support personal 

jurisdiction over a nonresident defendant.” Kaminsky v. Hecht, 272 So. 
9

3d 786, 788 (Fla. 4th DCA 2019) (quoting Consol. Energy Inc. v. Strumor, 

920 So. 2d 829, 832 (Fla. 4th DCA 2006)); see also Korman v. Kent, 821 

So. 2d 408, 410–11 (Fla. 4th DCA 2002) (noting that Wendt cannot be 

construed to grant jurisdiction for tortious acts in every situation in which 

a tort was completed out-of-state but caused injury in Florida).7 But see 

Allerton v. State Dep’t of Ins., 635 So. 2d 36, 40 (Fla. 1st DCA 1994) (Florida 

long-arm statute requiring the defendant to have committed a tort within 

Florida satisfied where the defendant allegedly participated in a scheme to 

conceal a Florida-based insurer’s true financial condition, even though all 

of the defendant’s actions were taken outside of Florida; the alleged result 

of those actions was an injury sustained within Florida).

B. Appellant Guarino’s Motion to Dismiss

“The elements of a claim for breach of fiduciary duty are: the existence 

of a fiduciary duty, and the breach of that duty such that it is the 

proximate cause of the plaintiff’s damages.”8 Gracey v. Eaker, 837 So. 2d 

348, 353 (Fla. 2002). Here, within count I—and paragraph 70 in 

particular—appellees alleged eleven different ways in which Guarino

breached her fiduciary duties. Specifically, under paragraph 70(i), 

appellees alleged that Guarino breached her fiduciary duties by:

improperly transferring large amounts of cash from 8 Speed 

8’s Wells Fargo account to Rain Kiosk without the consent of 

Vibe Micro in direct violation of Article 16 of the 8 Speed 8 

Shareholder Agreement in furtherance of their scheme to get 

the controlling person of Vibe Micro, or Edward Mandel, out 

of the picture[.]

The trial court found that “[t]his action alone, in conjunction with the 

additional allegations in the Complaint are enough to support a cause of 

action for breach of fiduciary duty.” It added that Guarino’s failure to 

refute the “Rain Kiosk” allegation within paragraph 70(i) meant that the 

burden did not shift back to plaintiffs to demonstrate jurisdiction. 

7 Wendt held that “telephonic, electronic, or written communications into Florida 

may form the basis for personal jurisdiction under section 48.193(1)(b) [now, 

section 48.193(1)(a)2.] if the alleged cause of action arises from the 

communications . . . .” 822 So. 2d at 1260. 

8 We address count I as a breach of fiduciary duty alone, without consideration 

of civil conspiracy’s elements, based upon the trial court’s findings and appellees’

decision not to amend. 
10

We disagree. Although appellees Mandel and Vibe Micro, Inc. brought 

count I “individually and derivatively on behalf of 8 Speed 8,” the actual 

allegations within that count were that Guarino had breached her “duty of 

loyalty, trust and repose . . . owed to 8 Speed 8[.]” (emphasis added). 

Indeed, in the wherefore clause, appellees demanded judgment against 

Guarino “on behalf and for the benefit of 8 Speed 8[.]” (emphasis added). 

Nothing within the amended complaint connects Guarino’s (a Colorado 

resident) alleged breaches of her fiduciary duties as to 8 Speed 8 (a Nevada 

corporation) to Florida. Guarino’s alleged breaches were not committed in 

or directed into the state. See Wendt, 822 So. 2d at 1260; see also 

Stonepeak Partners, LP v. Tall Tower Cap., LLC, 231 So. 3d 548, 554 (Fla. 

2d DCA 2017) (alleged breach of fiduciary duty did not arise or relate to 

Florida as the plaintiff did not establish a fiduciary duty owed in Florida 

or “connexity” between the breach and Florida); Elandia Int’l, Inc. v. Ah 

Koy, 690 F. Supp. 2d 1317, 1330 (S.D. Fla. 2010) (applying Florida law 

and stating that an individual is subject to Florida’s long-arm statute 

under a breach of fiduciary duty cause of action if that company has a 

principal place of business or is incorporated in Florida). 

Moreover, for purposes of paragraph 70(i), nothing within the amended 

complaint connects Rain Kiosk to Florida. The fact that appellees 

ultimately suffered injury in Florida—standing alone—is insufficient to 

support a finding of personal jurisdiction. Kaminsky, 272 So. 3d at 788. 

Consequently, contrary to the trial court’s conclusion, Guarino’s 

jurisdictional affidavit outlining her lack of connection and contacts with 

Florida was sufficient to meet her burden. 

To refute Guarino’s affidavit, appellees filed Guarino’s answers to 

jurisdictional interrogatories and the affidavit of the non-party who 

“confirmed” the “conspiracy” to remove appellee Mandel and to continue 

the business of 8 Speed 8 without Mandel. The trial court did not discuss 

these filings given its conclusion that Guarino failed to refute the “Rain 

Kiosk” allegation. Nonetheless, based upon our review of those filings and 

appellees’ response below, we find no factual dispute in the jurisdictional 

evidence nor any basis to assert jurisdiction over Guarino arising from any

alleged breach of fiduciary duty under count I. In fact, appellees’ response 

in opposition focuses on the alleged injury to appellees Vibe Micro, Inc. 

and Mandel, not the injury to 8 Speed 8. And, as already discussed, count 

I concerns Guarino’s breach of fiduciary duty as to 8 Speed 8. 

Accordingly, we find that the parties’ jurisdictional evidence can be 

harmonized and militates in favor of the outright dismissal of appellees’

amended complaint against Guarino. See Venetian Salami, 554 So. 2d at 
11

502–03. Although the trial court did not specifically address minimum 

contacts, we need not reach that issue based on our conclusion that 

appellees did not establish a basis for personal jurisdiction under section 

48.193(1)(a)2., Florida Statutes (2018). See Stonepeak, 231 So. 3d at 558.

C. Appellant Snell and Wilmer, LLP’s Motion to Dismiss

Addressing the law firm’s jurisdictional claims, the trial court 

concluded that both count VIII (invasion of privacy) and count VI (aiding 

and abetting breach of fiduciary duty) met section 48.193’s “connexity” 

requirement. As set forth below, we disagree as to both claims, concluding 

that a limited evidentiary hearing is required to determine specific 

jurisdiction under Florida’s long-arm statute (and to conduct a “minimum 

contacts” analysis, if necessary).

i. Count VIII: Invasion of Privacy

The amended complaint’s Count VIII alleged an invasion of privacy. 

Pertinent to the instant case, an actionable claim for invasion of privacy 

implicates “public disclosure of private facts—the dissemination of 

truthful private information which a reasonable person would find 

objectionable.” Allstate Ins. Co. v. Ginsberg, 863 So. 2d 156, 162 (Fla. 

2003) (quoting Agency for Health Care Admin. v. Associated Indus. of Fla., 

Inc., 678 So. 2d 1239, 1252 n.20 (Fla. 1996)). Claims based on this tort 

generally must be made to “the public at large or to so many persons that 

the matter is substantially certain to become public knowledge.” Bilbrey 

v. Myers, 91 So. 3d 887, 892 (Fla. 5th DCA 2012) (quoting Williams v. City 

of Minneola, 575 So. 2d 683, 689 (Fla. 5th DCA 1991)); but see State Farm 

Fire & Cas. Co. v. Compupay, Inc., 654 So. 2d 944, 949 (Fla. 3d DCA 1995)

(“Claims based on this tort require the allegation and proof of publication 

to a third person of personal matter.” (emphasis added)).

Here, Mandel alleged that the law firm retained an investigator to obtain 

his private information and financial records, and that the law firm 

developed a plan to search for and acquire judgments against him, both 

with the express intention of involving him in additional litigation and 

straining his resources. Mandel further alleged that the investigator 

drafted detailed reports based on such information, with the law firm 

transmitting this information to Shabanets in Florida, who then used it to 

“harass and threaten” Mandel. Mandel maintained that Shabanets and 

the other co-conspirators were able to use this information “to harass 

[Mandel] as part of their plan to destroy him personally and financially[.]”
12

Mandel did not claim that the investigator or the law firm were based 

or located in Florida. Nonetheless, Mandel alleged intentional tortious 

conduct that occurred or was directed into Florida. Specifically, Mandel 

contended that the law firm requested the reports on his financial 

information so that it could “use the information to delay or prevent [him] 

from enforcing his rights under the 8 Speed 8 Shareholders’ Agreement[,]” 

and alleged that the law firm “planned and hoped” to use this information 

to “involve him in additional litigation and drain his resources[.]” Mandel 

then claimed that the law firm provided this information to Shabanets at 

his Aventura, Florida residence, stating that the law firm “knew or should 

have known that the financial reports were being used to harm” his 

financial interests. Thereafter, by stating that Shabanets’ many coconspirators were able to use this information and that Shabanets and the 

law firm planned to use this information in the court system to obtain 

judgments against Mandel and his family, appellees alleged a public 

disclosure of private facts.

Assuming Mandel’s allegations were not countered by the affidavits in 

support of the law firm’s motion to dismiss, these allegations could be 

sufficient to support a finding of personal jurisdiction, as the invasion of 

privacy claim arose out of the law firm’s purported conduct in providing 

the reports to Shabanets at his Florida residence with the expectation that 

Shabanets would disclose this information to others. See Wendt, 822 So. 

2d at 1260; Stonepeak, 231 So. 3d at 555 (“Because there was no 

allegation or evidence that [the tortfeasor’s] alleged disclosure of 

information occurred in Florida or was directed at a person in Florida, the 

alleged disclosure of information . . . [did] not support [a] finding that [the 

appellant] committed a tortious act in Florida.” (emphasis added)); Deloitte 

& Touche v. Gencor Indus., Inc., 929 So. 2d 678, 683 (Fla. 5th DCA 2006) 

(finding personal jurisdiction where non-resident accounting firm allegedly 

sent false reports to Florida that it knew would be relied upon in Florida 

and were relied upon in Florida by plaintiff).

However, as to the jurisdictional evidence related to appellees’ invasion 

of privacy claim, the law firm’s affidavits denied and directly refuted all 

connection to Florida (outside of Broward County litigation that was 

related to the dismissed abuse of process claim). The affidavits reflected 

that the investigative reports, which the law firm had no reason to know 

would be used for an improper purpose, were from a California company. 

Moreover, within the affidavits, two of the law firm’s attorneys expressed a 

belief that Shabanets—to whom the reports had been provided—resided in 

California, stating that they had met with him there and never in Florida.
13

Mandel’s counter-affidavits, in turn, directly refuted those assertions. 

While Mandel’s affidavit merely detailed his long-standing Florida 

residency and stated that he had suffered harm in Florida, the non-party’s

affidavit stated: (1) the law firm hired the private investigator to “learn 

information about Mandel’s finances which could not be obtained by 

subpoena in order to put pressure on him”; (2) the law firm sought to find 

judgments the conspirators could use to drain Mandel’s resources; and (3) 

such reports were provided to a Florida residence which Shabanets “owned 

and used.” 

Because of the discrepancy in the location of where the tortious reports 

were provided and in Shabanets’ residency (and therefore where the 

disclosure would have disseminated from), the jurisdictional affidavits 

pertaining to Mandel’s invasion of privacy claim cannot be reconciled, 

necessitating an evidentiary hearing concerning specific jurisdiction under 

Florida’s long-arm statute. See Venetian Salami, 554 So. 2d at 503. As to 

the invasion of privacy claim, we therefore reverse and remand for the trial 

court to determine whether the jurisdictional facts support specific 

jurisdiction under Florida’s long-arm statute, and, if so, “whether there 

are ‘minimum contacts’ which satisfy due process.” See Astillero Regnicoli, 

S.A.I.C.A. v. North, 677 So. 2d 26, 27 (Fla. 4th DCA 1996).

ii. Count VI: Aiding and Abetting a Breach of Fiduciary Duty

The amended complaint’s Count VI alleges that the law firm aided and 

abetted a breach of fiduciary duty. This cause of action requires a plaintiff 

to establish: 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.” Grape Leaf Cap., Inc. v. Lafontant, 316 

So. 3d 760, 761 n.2 (Fla. 3d DCA 2021); see also Turnberry Vill. N. Tower 

Condo. Ass’n v. Turnberry Vill. S. Tower Condo. Ass’n, 224 So. 3d 266, 267 

n.1 (Fla. 3d DCA 2017). 

To that end, appellees alleged that the Arizona law firm and one of its 

attorneys (a California resident) knew that several other defendants—

including Shabanets—owed fiduciary duties to appellees 8 Speed 8 (an 

alleged Nevada corporation) and Vibe Micro, Inc. (an alleged Nevada 

corporation with its principal place of business in Florida), and that said 

defendants breached their respective fiduciary duties. Appellees further 

alleged that the law firm substantially assisted and encouraged the 

wrongdoing by “advising, directing, and assisting” those defendants in 

transferring the assets and business opportunities of 8 Speed 8 to Rain 

Kiosk (not an alleged Florida entity) and ISS (an alleged Nevada limited 
14

liability company), so that the assets could be sold to Payteller and Card 

Platforms (two alleged Florida companies). Additionally, with respect to 

the relevant jurisdictional allegations, appellees alleged that Shabanets 

“possessed a Florida driver’s license and maintained a [Florida] residence 

. . . at the time of the events complained of in this case.”

As with the invasion of privacy claim, assuming these allegations were 

not sufficiently countered by the affidavits in support of the law firm’s 

motion to dismiss, these allegations could also be sufficient to support a 

finding of personal jurisdiction, as appellees contended that the law firm 

directed tortious conduct into Florida through its actions in advising and 

aiding Shabanets concerning the breach while Shabanets maintained a 

Florida residence. See Wendt, 822 So. 2d at 1260; Stonepeak, 231 So. 3d 

at 555; cf. Metnick, 123 So. 3d at 645–46 (concluding that alleged acts 

giving rise to claim of tortious interference arose in New York, where lawyer 

allegedly convinced a New York resident to breach a contract, although the 

contract was breached in Florida and loss of income was to a Florida firm).

The affidavits of the law firm’s attorneys denied that the law firm’s 

actions implicated in appellees’ aiding and abetting breach of fiduciary 

duty claim were directed into or occurred in Florida. Moreover, within the 

affidavit of the attorney with whom appellees mainly take issue, he 

asserted that the law firm did not create or advise anyone to create ISS, 

that the transaction documents concerning Payteller were prepared by 

another law firm, and that all his work concerning the Payteller 

transaction occurred in California. And, as already stated, the law firm’s 

attorneys’ affidavits established that they believed Shabanets lived in 

California and had met with him there. 

In response, appellees filed affidavits that focused mainly on the abuse 

of process and invasion of privacy claims, which were not at issue in count 

VI. In fact, although appellees alleged multiple breaches of fiduciary duties 

as part of counts I and II, count VI—the aiding and abetting breach of 

fiduciary duty claim at issue—purely concerned the law firm’s role in 

“advising, directing and assisting” the conspirators to “transfer assets and 

business opportunities . . . to Rain Kiosk and ISS[.]” Indeed, in appellees’ 

response in opposition to the motion to dismiss, appellees addressed count 

VI solely in the context of aiding and abetting the conspirators in diverting 

assets and business opportunities—not in relation to any other action or 

claim.9 

9 While appellees briefly mention the litigation at issue in the abuse of process 

claim, appellees did so to reinforce their claim that the law firm “was well aware 

that [the conspirators’] dealings with Payteller and CardPlatforms [sic] were 
15

In any event, the non-party’s countervailing affidavit provided that 

Shabanets “owned and used” a Florida residence and that the law firm 

advised on transactions that diverted 8 Speed 8’s business opportunities, 

thereby compensating him, Shabanets, and Guarino. Though the nonparty’s affidavit stated that Shabanets had “owned and used” his Florida 

residence when the reports connected to the invasion of privacy claim were 

provided to him, the necessary implication was that Shabanets “owned 

and used” the same residence while the law firm purportedly aided and 

assisted in the breach of Shabanets’ fiduciary duties through tortious 

communications directed into Florida.

We find an evidentiary hearing appropriate as to the aiding and abetting 

breach of fiduciary duty claim because of the irreconcilable allegations. 

Thus, as to count VI, we reverse and remand for the trial court to 

determine whether the jurisdictional facts support specific jurisdiction 

under Florida’s long-arm statute, and, if so, “whether there are ‘minimum 

contacts’ which satisfy due process.” See Astillero Regnicoli, 677 So. 2d at

26. We note, however, that appellees have failed to establish a basis for 

specific jurisdiction concerning the law firm’s role in allegedly aiding and 

abetting the other purported conspirators.

Conclusion

Even assuming Guarino breached a fiduciary duty owed to 8 Speed 8, 

nothing alleged in count I of the operative complaint or submitted in 

response to Guarino’s affidavit connects her alleged actions to Florida. 

Consequently, we reverse the trial court’s order denying Guarino’s motion 

to dismiss and remand for the entry of an order dismissing the amended 

complaint against her for lack of personal jurisdiction. 

Because of the irreconcilable allegations as to whether tortious conduct 

was directed into Florida—we reverse the trial court’s order denying the 

law firm’s motion to dismiss and remand for a limited evidentiary hearing 

on counts VIII and VI to determine whether the trial court had long-arm 

jurisdiction under section 48.193(1)(a), Florida Statutes (2018). Should 

the trial court determine that it has specific personal jurisdiction as to 

either count, the trial court must then conduct a proper “minimum 

contacts” determination. See Astillero Regnicoli, 677 So. 2d at 26.

Reversed and remanded for further proceedings as set forth herein.

designed to cash out the 8 Speed 8, Inc. asserts [sic] and business opportunities 

and deprive Vibe Micro, Inc. and Mandel of their interest therein.”
16

KUNTZ and ARTAU, JJ., concur.

* * *

Not final until disposition of timely filed motion for rehearing.