Third District Court of Appeal

State of Florida

Opinion filed January 13, 2021.

Not final until disposition of timely filed motion for rehearing.

________________

No. 3D20-811

Lower Tribunal No. 18-445

________________

Raul Parisi,

Appellant,

vs.

Maria Isabel Quadri De Kingston, etc.,

Appellee.

An Appeal from a non-final order from the Circuit Court for Miami-Dade 

County, Rosa C. Figarola, Judge.

Barakat Law P.A., and Jocelyne A. Macelloni and Brian Barakat, for 

appellant.

Chepenik Trushin, LLP, and Daniel F. Bachman and Danielle Birman, for 

appellee.

Before FERNANDEZ, SCALES and GORDO, JJ. 

SCALES, J.
2

Raul Parisi, a co-defendant below, appeals a May 22, 2020 non-final order 

denying Parisi’s motion to dismiss for lack of personal jurisdiction.1

 Because the 

amended complaint lacks sufficient allegations to extend long arm-jurisdiction over 

Parisi, either for participating in a civil conspiracy to commit a tortious act in Florida 

or, in the alternative, under the alter-ego theory,2 we reverse and remand with 

directions that the amended complaint be dismissed with leave to amend.

I. RELEVANT FACTS AND PROCEDURAL BACKGROUND

Parisi is a citizen and resident of Argentina. Parisi’s friend, Maria Cecilia 

Quadri (“decedent”), was domiciled in Argentina at the time of her death on 

November 7, 2016. Maria Isabel Quadri de Kingston is the decedent’s sister. On 

January 15, 2018, Quadri de Kingston, as her sister’s personal representative, filed 

a petition for ancillary administration of the decedent’s estate in the Miami-Dade 

County Probate Court. In re: Maria Cecilia Quadri, 2018-180-CP-02.

1 We have jurisdiction to review the non-final order. See Fla. R. App. P. 

9.130(a)(3)(C)(i) (providing Florida’s district courts of appeal with jurisdiction to 

review non-final orders that “determine . . . the jurisdiction of the person”).

2 As discussed in more detail, infra, the “alter-ego theory” relieves a plaintiff of the 

obligation to independently establish personal jurisdiction over a nonresident 

individual under Florida’s long-arm statute if: (i) the court otherwise has personal 

jurisdiction over a resident corporation or limited liability company; and (ii) a 

plaintiff adequately establishes that the subject entity is merely an alter-ego of the 

nonresident, individual defendant. See Bellairs v. Mohrmann, 716 So. 2d 320, 322 

(Fla. 2d DCA 1998).
3

On January 31, 2018, Quadri de Kingston, as personal representative, filed 

the instant, separate action against Parisi and other individuals in the probate court 

(lower tribunal number 18-445-CP-02). The amended complaint alleges, in relevant 

part, two civil conspiracy counts against Parisi and co-defendants Oscar Piccolo and 

Oxen Group, LLC with respect to Oxen Group’s acquisition of the decedent’s real 

property (a condominium unit located in Miami) three days prior to the decedent’s 

death.

On December 17, 2019, Parisi moved to dismiss the amended complaint for 

lack of personal jurisdiction. Specifically, Parisi argued that the pleading failed to 

allege sufficient jurisdictional facts to subject Parisi, a nonresident defendant, to 

personal jurisdiction under either Florida’s long-arm statute or the alter-ego theory. 

Parisi also filed a declaration in support of his motion to dismiss, asserting, inter 

alia, that: (i) “I own Oxen Group, LLC, a Delaware company which was formed in 

2014”; (ii) “Oxen Group has always kept its own accounts, separate from my own,

and filed the appropriate tax returns”; and (iii) “I do not personally engage in any 

business in Florida, and I only make occasional visits to Florida as a tourist.” 

On February 26, 2020, Quadri de Kingston filed a memorandum of law in 

opposition to Parisi’s motion to dismiss. Therein, Quadri de Kingston argued that 

because (i) the amended complaint alleged two civil conspiracy claims against 

Parisi, Piccolo, and Oxen Group, and (ii) at least one conspiracy member, Piccolo, 
4

was alleged to have committed tortious acts towards the decedent in Florida in 

furtherance of the conspiracy, the trial court had personal jurisdiction over 

nonresident Parisi under Florida’s long-arm statute.3,4 Quadri de Kingston filed a 

declaration supporting her opposition to the motion to dismiss. Her declaration 

purported to expound upon the conspiracy allegations set forth in the amended 

complaint.

On February 27, 2020, the trial court held a non-evidentiary hearing on 

Parisi’s motion to dismiss. On May 22, 2020, the court entered an order denying, in 

summary fashion, the motion. Parisi timely appeals this May 22, 2020 non-final 

order.

3 Florida’s long-arm statute provides, in relevant part:

(1)(a) A person, whether or not a citizen or resident of this state, who 

personally or through an agent does any of the acts enumerated in this 

subsection thereby submits himself or herself . . . to the jurisdiction of 

the courts of this state for any cause of action arising from any of the 

following acts:

. . . .

2. Committing a tortious act within this state.

§ 48.193(1)(a)2., Fla. Stat. (2018).

4 While her amended complaint purported to allege that the lower court had personal 

jurisdiction over Parisi based on the alter-ego theory, Quadri de Kingston’s 

memorandum of law in opposition to Parisi’s motion to dismiss did not make this 

separate argument. 
5

II. ANALYSIS5

Florida courts conduct a two-step inquiry to determine whether a court has 

personal jurisdiction over a nonresident defendant. See Belz Investco Ltd. v. P’ship 

v. Groupo Immobiliano Cababie, S.A., 721 So. 2d 787, 789 (Fla. 3d DCA 1998) 

(citing Venetian Salami Co. v. Parthenais, 554 So. 2d 499, 502 (Fla. 1989)). The 

first prong focuses exclusively on the plaintiff’s complaint, and whether it either 

tracks the language of Florida’s long-arm statute (section 48.193(1)-(2) of the 

Florida Statutes) or alleges facts sufficient to show that the defendant’s actions fit 

within one or more subsections of the statute. Id. If the complaint contains sufficient 

allegations to establish that Florida’s long-arm statute applies, the court then 

conducts the second prong of the inquiry, determining whether the defendant has 

“sufficient minimum contacts” with Florida to satisfy constitutional due process 

concerns. Id. “If Florida’s long-arm statute does not provide a basis for personal 

jurisdiction under the initial statutory prong of this inquiry, the constitutional 

analysis is unnecessary.” Homeway Furniture Co. of Mount Airy, Inc. v. Horne, 

822 So. 2d 533, 536 (Fla. 2d DCA 2002).

5 This Court reviews de novo the trial court’s ruling on a motion to dismiss for lack 

of personal jurisdiction. See Castillo v. Concepto Uno of Miami, Inc., 193 So. 3d 

57, 59 (Fla. 3d DCA 2016).
6

Here, Quadri de Kingston’s amended complaint neither cites to section 

48.193, nor tracks the language of the statute. Instead, the pleading makes 

allegations with respect to two, independent grounds for obtaining long-arm 

jurisdiction over a nonresident defendant: participating in a civil conspiracy to 

commit a tortious act in Florida and the alter-ego theory. See Abdo v. Abdo, 263 

So. 3d 141, 145 (Fla. 2d DCA 2018) (recognizing that “the alter ego theory of longarm jurisdiction [is] a limited exception to the Venetian Salami two-step inquiry”). 

Quadri de Kingston argues that the amended complaint’s allegations are sufficient 

to extend personal jurisdiction over Parisi under both grounds, and, alternatively, 

any deficiencies in her complaint’s allegations are ameliorated by the declaration 

she filed as part of her opposition to Parisi’s motion to dismiss. For the following 

reasons, we disagree and reverse.

A. Civil Conspiracy

“[I]f a plaintiff has successfully alleged a cause of action for conspiracy 

among the defendants to commit tortious acts toward the plaintiff, and if the plaintiff 

has successfully alleged that any member of that conspiracy committed tortious acts 

in Florida in furtherance of that conspiracy, then all of the conspirators are subject 

to the jurisdiction of Florida through its long-arm statute.” NHB Advisors, Inc. v. 

Czyzyk, 95 So. 3d 444, 448 (Fla. 4th DCA 2012); § 48.193(1)(a)2., Fla. Stat. (2018). 

“A civil conspiracy requires: (a) an agreement between two or more parties, (b) to 
7

do an unlawful act or to do a lawful act by unlawful means, (c) the doing of some 

overt act in pursuance of the conspiracy, and (d) damage to plaintiff as a result of 

the acts done under the conspiracy.” Raimi v. Furlong, 702 So. 2d 1273, 1284 (Fla. 

3d DCA 1997).

But, a claim for civil conspiracy must contain clear, positive and specific 

allegations; general allegations of conspiracy are not sufficient. See World Class 

Yachts, Inc. v. Murphy, 731 So. 2d 798, 799 (Fla. 4th DCA 1999). And, where the 

conspiracy allegations are deficient, the trial court must dismiss the complaint 

against a nonresident defendant for lack of personal jurisdiction. Id. “[A] court will 

decline to apply the co-conspirator theory to extend jurisdiction over nonresidents if 

the plaintiff fails to plead with specificity any facts supporting the existence of the 

conspiracy and provides nothing more than vague and conclusory allegations 

regarding a conspiracy involving the defendants.” Czyzyk, 95 So. 3d at 448; Abdo, 

263 So. 3d at 146 (“[T]o the extent the Appellees/Plaintiffs may hint at such a 

conspiracy in their second amended complaint, such vague allegations are not 

sufficient to establish personal jurisdiction.”). 

Here, the amended complaint alleges, in relevant part:

[General Allegations]

5. Defendant Oxen Group LLC (“Oxen Group”) is a Delaware 

corporation owned and/or controlled by Parisi.

. . . .
8

10. On October 25, 2016, less than two weeks before Decedent died, 

Decedent’s friend, Parisi, obtained a “Special Power of Attorney” from 

Decedent, on her deathbed in Argentina, in favor of his co-Defendant 

located in Miami, Florida, Piccolo. . . .

 . . . .

15. On November 4, 2016, three days prior to Decedent’s death, Piccolo 

used the Special Power of Attorney to execute a Quit Claim Deed that 

purported to transfer the Property to Oxen Group, a corporate entity 

controlled by Parisi. . . .

 . . . .

17. Oxen Group is operated as the alter-ego of Parisi, and was used 

fraudulently for the improper purpose of defrauding Decedent and the 

Estate and stealing the property that rightfully belonged to the Decedent 

and rightfully belongs to the Estate.

 . . . . 

[Specific Allegations]

COUNT IV – CIVIL CONSPIRACY – BREACH OF FIDUCIARY 

DUTY

53. The allegations contained in paragraphs 1 through 29 are 

reincorporated and alleged herein.

54. Pursuant to an agreement between Parisi, Oxen Group (Parisi’s 

alter-ego) and Piccolo, Parisi procured the Special Power of Attorney 

from Decedent and in favor of Piccolo, which was used to facilitate and 

effectuate the illegal transfer of the property to Oxen Group, through 

the Quit Claim Deed.

55. Piccolo owed a fiduciary duty to Decedent, pursuant to the Special 

Power of Attorney.
9

56. Piccolo breached the fiduciary duty owed to Decedent by 

conveying the Property to Oxen Group, which was owned and 

controlled by Parisi.

57. Piccolo breached the fiduciary duty owed to Decedent by conveying 

the property to Parisi, in that Oxen Group is merely Parisi’s alter-ego.

. . . .

60. Piccolo, Parisi and Parisi’s alter-ego, Oxen Group, profited from 

the breach of fiduciary duty, as was the intent of their agreement.

. . . .

COUNT VI – CIVIL CONSPIRACY – TRESPASS TO REAL 

PROPERTY

68. The allegations contained in paragraphs 1 through 29 are 

reincorporated herein.

69. Pursuant to an agreement between Piccolo, Parisi, and Parisi’s 

alter-ego, Oxen Group, Parisi procured the Special Power of Attorney 

from Decedent and in favor of Piccolo, which was used to facilitate and 

effectuate the illegal transfer of the Property to Oxen Group, through 

the Quit Claim Deed.

 . . . .

71. Pursuant to a void or invalid Special Power of Attorney, Piccolo 

gifted the Property to Oxen Group, which is the alter-ego of Parisi.

 . . . .

73. Parisi and Oxen Group have unlawfully refused and/or failed to 

return the Property.

74. Defendants profited from their wrongful taking of and dominion 

over the Property and rental income, as was the intent of their 

agreement.
10

(Emphasis added).

The gravamen of the amended complaint is that Parisi “conspired” with 

Piccolo and Oxen Group to obtain ownership of the decedent’s Miami 

condominium. That is, Parisi obtained from the decedent – who was on her deathbed 

in Argentina – a Special Power of Attorney authorizing Piccolo to execute 

documents related to the decedent’s Miami condominium. Piccolo, who was located 

in Florida, then allegedly breached a fiduciary duty owed to the decedent by 

executing a quit claim deed, deeding the condominium to Oxen Group, a Florida 

limited liability company that is allegedly Parisi’s alter-ego. Parisi, through his 

control of Oxen Group, then purportedly took possession of the condominium unit 

and split the rental income derived from the unit with Piccolo per their agreement. 

We conclude that the amended complaint’s allegations are not sufficiently 

clear and specific as to the existence of a civil conspiracy and, therefore, that the 

trial court erred by not dismissing the complaint against nonresident Parisi. The 

pleading vaguely ties the events together by alleging, in conclusory fashion, that the 

circumstances unfolded “[p]ursuant to an agreement between Parisi, Oxen Group 

(Parisi’s alter-ego) and Piccolo.” Alleging simply that the co-defendants had an 

“agreement” to profit from Piccolo’s alleged breach of fiduciary duty and that the

property transfer was “illegal,” without more, was insufficient. See Abdo, 263 So. 

3d at 146.
11

We find the Second District’s decision in Abdo to be persuasive on this issue. 

There, our sister court concluded that the plaintiff failed to sufficiently allege a 

conspiracy to commit a breach of fiduciary duty where the complaint, despite 

alleging that the resident defendant had breached a fiduciary duty by transferring the 

plaintiff’s websites to two nonresident co-defendants, “failed to allege with any 

specificity any facts that [the two nonresident co-defendants] . . . conspired with [the 

resident defendant] to facilitate such a breach.” Id. The instant complaint is 

similarly deficient because it fails to allege, with any specificity, any facts 

evidencing how Parisi conspired with Piccolo and Oxen Group to facilitate either 

Piccolo’s breach of fiduciary or Parisi’s trespass upon the decedent’s property.6

The transcript of the non-evidentiary hearing conducted below on Parisi’s 

motion to dismiss reflects that the trial court, at least initially, acknowledged that the 

amended complaint’s allegations were insufficient for lack of specificity as to civil 

6 Quadri de Kingston argues that we should affirm based on Czyzyk. We disagree 

because that case is clearly distinguishable. In Czyzyk, the complaint generally 

alleged that the nonresident defendant “along with other co-defendants, conspired to 

breach . . . fiduciary duties to [plaintiff] ‘by collectively concocting the plan to use 

[plaintiff’s] confidential information, stolen by password protected e-mail, to 

structure a competing company to [plaintiff], all while [co-defendants] were officers 

and directors of [plaintiff].” 95 So. 3d at 448-49. Unlike this case, the complaint in

Czyzyk included two specific allegations setting forth how the defendants 

accomplished their conspiracy: “1) [the nonresident defendant] was the recipient of 

e-mail with confidential data on [plaintiff’s] employees”; and 2) “[the nonresident 

defendant] met with [a co-defendant] in Fort Lauderdale . . . to discuss how [the 

nonresident defendant’s company] could steal [plaintiff’s] business.” Id. at 449. 

The instant amended complaint contains no such specificity. 
12

conspiracy. Therein, the trial court queried whether it should simply dismiss the 

pleading without prejudice so that Quadri de Kingston could amend her complaint 

to include new, specific factual allegations incorporating certain statements 

contained in her declaration. Quadi de Kingston’s declaration, filed in response to 

Parisi’s motion to dismiss, stated as follows:

10. The [Special Power of Attorney] was used to convey the 

Property to Oxen Group on November 4, 2016, three days before my 

sister’s death, and at a time when Piccolo and Parisi knew that she was 

too sick to discover, protest or otherwise thwart their conspiracy, which 

was taking place in Miami pursuant to the actions of Piccolo and in 

coordination with Parisi, who was keeping an eye on [the decedent’s] 

condition in Argentina while simultaneously advising and instructing 

Piccolo in Miami regarding the conveyance of the property.

. . . .

18. At the second day of Piccolo’s deposition, Piccolo admitted 

that Parisi communicated to Piccolo in Miami that [the decedent’s] 

health was on the decline and to proceed with the transfer of the 

Property to Oxen Group, which was done on November 4, 2016, while 

[the decedent] was incapacitated in the hospital a mere three days 

before her death.

(Emphasis added).

At the non-evidentiary hearing, Parisi’s counsel suggested that the trial court 

dismiss the amended complaint with leave to amend, and even conceded that Quadri 

de Kingston could successfully allege a civil conspiracy claim if she incorporated 

these statements, as specific factual allegations, into a second amended complaint. 

The trial court, though, ended the hearing without ruling on Parisi’s motion to 
13

dismiss and, on May 22, 2020, entered the challenged order denying Parisi’s motion 

without explication.

While not entirely clear, it appears that the trial court was persuaded that 

Quadri de Kingston’s competing declaration provided the requisite level of 

specificity to supply what was missing from Quadri de Kingston’s amended 

complaint. Nevertheless, the law is well settled that the operative pleading must 

contain allegations as to civil conspiracy that are clear, positive and specific. 

Murphy, 731 So. 2d at 799. Until the plaintiff – within the four corners of the 

complaint – pleads a legally sufficient basis for extending long-arm jurisdiction over 

a nonresident defendant, the defendant is not required to file an affidavit, declaration 

or present other evidence to contest personal jurisdiction. See Crownover v. Masda 

Corp., 983 So. 2d 709, 713 (Fla. 2d DCA 2008). That Parisi filed a declaration 

supporting his motion to dismiss, and that Quadri de Kingston filed her own 

competing declaration, is inconsequential because the operative pleading is 

impermissibly vague and conclusory and, therefore, does not sufficiently plead a 

basis for extending jurisdiction over Parisi. Venetian Salami’s burden shifting 

analysis is triggered, and the parties’ competing affidavits become relevant, only 

when the operative pleading adequately alleges a basis for extending long-arm 

jurisdiction over a non-resident defendant; a non-resident defendant does not have 
14

to anticipate the plaintiff, in a responsive declaration, affidavit, or otherwise, 

asserting entirely new allegations in support of personal jurisdiction.7

Accordingly, because the amended complaint contains only vague and 

conclusory allegations with respect to civil conspiracy that are not sufficient to 

establish personal jurisdiction over Parisi, see Abdo, 263 So. 3d at 146; Czyzyk, 95 

So. 3d at 448, the trial court should have dismissed the amended complaint with 

leave to amend. Murphy, 731 So. 2d at 799.8

B. Alter-ego

“The alter ego theory of long-arm jurisdiction exists as a limited exception to 

the general, two-step process for establishing long-arm jurisdiction as set forth in 

Venetian Salami Co. v. Parthenais, 554 So. 2d 449, 502 (Fla. 1989).” Bellairs v. 

Mohrmann, 716 So. 2d 320, 322 (Fla. 2d DCA 1998) (footnote omitted). “Under 

the alter ego theory, the complaint only must allege facts sufficient to pierce the 

corporate veil of the resident corporation.” Id. To this end, the complaint must 

contain allegations demonstrating both that the corporation is the “mere 

instrumentality” of the nonresident defendant and that the nonresident defendant 

7 We express no opinion as to whether the facts asserted in Quadri de Kingston’s 

declaration, if incorporated into an amended pleading, would sufficiently allege a 

civil conspiracy or the underlying torts of breach of fiduciary duty or trespass to 

property.

8 Unless the right has been abused, trial courts should give the plaintiff leave to 

amend a deficient pleading. Murphy, 731 So. 2d at 800; Fla. R. Civ. P. 1.190(a).
15

engaged in “improper conduct in the . . . use of the corporation.” Id. at 323 (quoting 

Dania Jail-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984)). Specifically, to 

extend personal jurisdiction over Parisi under the alter-ego theory in this case, 

Quadri de Kingston’s amended complaint must have alleged facts showing that: (i) 

Parisi dominated and controlled Oxen Group to such an extent that Oxen Group’s 

independent existence was non-existent and Parisi was the entity’s alter-ego; (ii) 

Parisi used Oxen Group’s legal form fraudulently or for an improper purpose; and 

(iii) Parisi’s fraudulent or improper use of Oxen Group’s legal form caused injury to 

the decedent. See BEO Mgmt. Corp. v. Horta, 45 Fla. L. Weekly D2576, 2020 WL 

6751313, at *2 (Fla. 3d DCA Nov. 18, 2020).

Here, the amended complaint merely alleges, in conclusory fashion, that 

“Oxen Group is operated as the alter-ego of Parisi, and was used fraudulently for the 

improper purpose of defrauding Decedent and the Estate and stealing the property 

that rightfully belonged to the Decedent and rightfully belongs to the Estate,” and 

then repeatedly references Oxen Group throughout the pleading as “Parisi’s alterego.” These allegations are not only insufficient to pierce the corporate veil of Oxen 

Group, but also are wholly insufficient to establish personal jurisdiction over Parisi

under the alter-ego theory. See Abdo, 263 So. 3d at 150. 

Further, we reject Quadri de Kingston’s argument that we should affirm 

because Parisi’s declaration failed to contest the amended complaint’s generic alter-
16

ego allegations. Again, until the plaintiff pleads a legally sufficient basis for longarm jurisdiction within the four corners of the complaint, the nonresident defendant 

is not required to file an affidavit, declaration or present other evidence to contest 

personal jurisdiction. See Crownover, 983 So. 2d at 713. Parisi very clearly argued 

in his motion to dismiss that the amended complaint’s allegations were insufficient 

to establish personal jurisdiction over him under the alter-ego theory. In this case, 

faced with these insufficient allegations, Parisi did not have to do anything more 

than challenge the exercise of personal jurisdiction over him by moving to dismiss 

Quadri de Kingston’s amended complaint.

Accordingly, because the amended complaint’s allegations with respect to 

piercing the corporate veil are not sufficient to establish personal jurisdiction over 

Parisi under the alter-ego theory, see Abdo, 263 So. 3d at 146, the trial court should 

have dismissed the amended complaint with leave to amend. Murphy, 731 So. 2d 

at 799. 

III. CONCLUSION

The amended complaint sets forth only vague and conclusory allegations with 

respect to a civil conspiracy between nonresident Parisi and residents Piccolo and 

Oxen Group; these allegations are not sufficient to establish personal jurisdiction 

over Parisi under section 48.193(1)(a)2., Florida’s long-arm statute. The pleading 

further alleges only conclusory allegations that are both insufficient to pierce the 
17

corporate veil of Oxen Group and to establish personal jurisdiction over Parisi under 

the alter-ego theory. We, therefore, reverse the May 22, 2020 non-final order, and 

we remand with instructions that the trial court dismiss the amended complaint with 

leave to amend.

Reversed and remanded with instructions.