govinfo:USCOURTS-njd-2_26-cv-03002-3

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NOT FOR PUBLICATION 
UNI
TED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 
LER
 MANAGEMENT LLC, 
Plaintiff, 
v.
 
DAN
IEL HUFF, 
Defendant. 
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C
ivil Action No. 26-03002 (SRC) 
O
PINION & ORDER 
C
HESLER, District Judge 
This matter comes before the Court on Defendant Daniel Huff’s (“Defendant”) motion to 
dismiss Plaintiff LER M anagement LLC’s (“Plaintiff”) Amended Complaint (Dkt. No. 16, 
“Complaint”) pursuant to Federal Rule s of Civil Procedure 12(b)(6) ( Dkt. No. 26, “Motion”). 
Plaintiff field a brief in opposition to the Motion. (Dkt. No. 31, “Opposition”). Defendant filed a 
brief in reply. (Dkt. No. 32, “Reply”). For the following reasons , Defendant’s Motion is 
GRANTED. 
I. FACTUAL AND PROCEDURAL BACKGROUND
The Complaint alleges the following relevant facts. In September 2024, Plaintiff, a Florida
LLC, made two loans totaling $1.5 million to 21st Century AEYE LLC ("21st Century"), a Texas 
LLC. (Compl. ¶¶ 2, 34). The loans were secured by written security agreements granting Plaintiff 
a first-priority perfected security interes t in substantially all of 2 1st Century’s assets. (Id. ¶ 3). 
Plaintiff perfected its security interest by filing financing statements in Texas and California. (Id. 
¶ 4). These loans helped facilitate 21st Century’s acquisition of the business and operating assets PageID:
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of F inancial Technology Solutions International, Inc. ("Original FTSI") . (Id. ¶ 38, 39). After 
acquiring Original FTSI in its entirety , 21st Century operated that business as a division referred 
to as “21st Century FTSI.” (Id. ¶ 39). The assets and operations of 21st Century FTSI constituted 
Plaintiff’s collateral against its loans. (Id.). The loans matured in September of 2025 and have yet 
to be paid. (Id. ¶ 5). 
After growing conc erns about the financial health and integrity of 2 1st Century and not 
receiving all the financial information it requested from 21st Century, Plaintiff asked for a n in-
person meeting with 2 1st Century to address repayment, transparency, and the protection of the 
Collateral. (Id. ¶¶ 40-44). On July 10, 2025, Plaintiff met with Defendant, a New Jersey resident, 
and Lisa Huertas. (Id. ¶ 45). Plaintiff alleges that Defendant represented that he was acting as 
the authorized representative of 21st Century and/or Brannon Castleberry (“Castleberry”).1 In that 
meeting, Defendant asked Plaintiff to extend maturities that were due in September of that year 
and forbear from enforcement. In the course of the discussion, Defendant made at least five 
allegedly problematic statements about 2 1st Century’s financial situation: (1) “we can pay any 
unhappy noteholder,” (2) “cash is available now,” (3) the “business is healthy,” (4) the “pipeline 
is strong,” and (5) “repayment can be made upon demand.” (Id. ¶¶ 47-48). The crux of Plaintiff’s 
Complaint is that Defendant made these statements knowing they were false and without fully 
contextualizing them by providing information about alleged fraud and diversion of funds 
occurring at 21st Century. (Id. ¶¶ 49-52). 
Plaintiff also alleges that after this meeting, Defendant engaged in further communications 
intended to negotiate an extension of the maturity dates of the loans Plaintiff had made. ( Id. ¶¶ 
1 Castleberry’s relationship to 21st Century is not clearly delineated in the Complaint but the Court 
understands him to have been “involved” with 21st Century’s operations and Plaintiff was 
concerned that he was involved in diverting funds from 2 1st Century and otherwise engaging in 
fraudulent activity. PageID:
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54-67). Plaintiff never states that it agreed to extend maturity on the loans . Instead, Plaintiff 
alleges that it “refrained from and/or postponed enforcement actions it otherwise would have taken 
earlier.” (Id. ¶ 68). Of note, Plaintiff filed a lawsuit against 21st Century and related parties in 
Florida state court on September 7, 2025, days before repayment of the loans was due. (Dkt. No. 
26-3, “Florida Complaint”). 
Plaintiff makes one other specific allegation against Defendant. According to the 
Complaint, on or about August 6, 2025, “ Castleberry, using 21st Century's QuickBooks/Intuit 
access linked to its JPMorgan Chase bank account, attempted to initiate an unauthorized transfer 
of approximately $130,000 from 21st Century's account to Defendant.” (Compl. ¶ 74). Before 
the transfer could be completed, the manager and owner of 21st Century intervened and prevented 
any money from changing hands. (Id. ¶¶ 76-77) 
II. DISCUSSION 
a. Legal Standards 
Defendant asks this Court to dismiss the Complaint under Federal Rule of Civil Procedure 
12(b)(6). To survive a motion to dismiss for failure to state a claim upon which relief may be 
granted pursuant to Federal Rule of Civil Procedure 12(b)(6), a complaint must contain “sufficient 
factual matter, accepted as true, to ‘state a claim for relief that is plausible on its face.’” Ashcroft 
v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atlantic 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.” Id. (citing 
Twombly, 550 U.S. at 556). In short, to survive dismissal, “a civil complaint must contain 
sufficient factual matter which plausibly alleges all required elements of a cause of action.” Bresko 
v. Critchley, 2012 WL 3066640, at *4 (D.N.J. July 26, 2012) . On a Rule 12(b)(6) motion, the PageID:
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Court must accept as true the well-pleaded facts of a complaint and any reasonable inference that 
may be drawn from those facts but need not credit conclusory statements couched as factual 
allegations. Iqbal, 556 U.S. at 678. 
Because a motion to dismiss tests whether a complaint adequately pleads the elements of 
each claim, a court must first determine which jurisdiction’s substantive law governs those claims. 
See Marcarelli v. Delaware Cnty. Mem'l Hosp., 1986 WL 10665, at *1 (E.D. Pa. Sept. 26, 1986) 
(“In reviewing a motion to dismiss pursuant to Fed. R. Civ. P. 12(b)(6), our first step when sitting 
in diversity is: (1) to determine which state's law applies and (2) to determine the elements of the 
cause of action under the applicable state law.”). When sitting in diversity, “a district court must 
apply the choice of law rules of the forum state to determine what law will govern the substantive 
issues of a case.” Warriner v. Stanton, 475 F.3d 497, 499–500 (3d Cir. 2007) (citing Klaxon Co. 
v. Stentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941)). 
Under New Jersey law, the choice of law analysis proceeds in two steps. First, a “court 
must determine whether an actual conflict exists between the laws of the two states .” Cooper v. 
Samsung Elecs. Am., Inc., 374 F. App'x 250, 254 (3d Cir. 2010) . An “actual conflict” generally 
exists when the relevant law s of the competing states are so different from one another that the 
application of one state’s law would lead to a different outcome than application of the other state’s 
law. See In re Accutane Litig., 235 N.J. 229, 254, 194 A.3d 503 (2018) (“A conflict of law arises 
when the application of one or another state's law may alter the outcome of the case . . . or when 
the law of one interested state is offensive or repugnant to the public policy of the 
other.”) (quotation omitted ). If no actual conflict exists, “ the inquiry is over ,” and the court 
applies New Jersey law. Cooper, 374 F. App’x at 254. But, if the court does find an actual conflict, 
it proceeds to the second step which requires that it “weigh the factors in the Restatement PageID:
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corresponding to the plaintiff's cause of action.” Id. Importantly, the party asserting that the law 
of the non-forum state ought to apply bears the burden of showing an actual conflict. Where such 
party fails to meet its burden, a court applies the law of the forum state. See Butera v. Honeywell 
Int'l, Inc., 2019 WL 1760844, at *5 (D.N.J. Apr. 18, 2019) (“Generally, where a defendant fails to 
meet their burden of demonstrating a conflict, a court applies the law of the forum state.”). 
b. Analysis 
The Court will consider the various arguments in Defendant’s application as follows. 
i. Count 1: Common Law Fraud 
Defendant argues that Plaintiff’s first claim, common law fraudulent inducement , should 
be dismissed. (See Mot. at 6-7). This claim is primarily predicated on the following statements 
allegedly made by Defendant at the July 10, 2026 meeting: "we can pay any unhappy noteholder," 
"cash is available now," the "business is healthy," the "pipeline is strong," and "repayment can be 
made upon demand." (Compl. ¶ 91). The claim is also rooted in Defendant’s alleged failure to 
inform Plaintiff of certain facts relating to the fraud Plaintiff alleges occurred at 21st Century 
during the relevant period. (Id. ¶ 92). 
As a preliminary matter, the Court must decide which state’s law to apply to this claim. 
Defendant urges the Court to apply Florida law and then to dismiss the claim for failure to satisfy 
the requirements of fraud under Florida law. But, because the Court finds that Plaintiff’s fraud 
claim fails under either New Jersey or Florida law, no actual conflict exists, and the Court applies 
New Jersey law. Cooper, 374 F. App’x at 254. 
To establish common law fraud in New Jersey, “a plaintiff must prove: (1) a material 
misrepresentation of a presently existing or past fact; (2) knowledge or belief by the defendant of 
its falsity; (3) an intention that the other person rely on it; (4) reasonable reliance thereon by the PageID:
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other person; and (5) resulting damages.” Walid v. Yolanda for Irene Couture, Inc., 40 A.3d 85, 
90 (App. Div. 2012) (citations omitted). 
Plaintiff’s fraud claim fails for multiple reasons. First, the Complaint does not plausibly 
allege that Huff’s statements and negotiations were made with the “knowledge or belief” of their 
falsity. While Federal Rule of Civil Procedure 9(b) allows plaintiffs alleging fraud to ple ad 
scienter generally, “they must still allege specific facts that give rise to a strong inference that the 
defendant possessed the requisite intent.” In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410, 
1418 (3d Cir. 1997) (citation omitted) (agreeing with the Second Circuit’s more stringent approach 
to pleading scienter on fraud claims and departing from the Ninth Circuit’s more permissive 
approach). Plaintiff fails to do so here. 
Instead, Plaintiff describes Defendant’s knowledge in merely conclusory manner, stating 
that Defendant “knew or was reckless in not knowing” that his statements at the July 10th meeting 
misrepresented the financial health of 2 1st Century, and that , “at a minimum, Defendant knew 
facts that materially contradicted his assurances of present liquidity, immediate repayment ability, 
and a healthy business.” (Compl. ¶ 52). Defendant correctly points out that these statements are 
not accompanied by information that tells this Court: (1) what facts Defendant must have known 
which rendered his statements false or (2) or the basis of Plaintiff’s belief that Defendant knew 
those facts. ( See Mot. at 6). In fact, the Complaint does not even explain to the Court what 
Defendant’s relationship with 21st Century is, making it even harder to infer what information 
Defendant may or may not have known. 
The closest the Complaint comes to satisfying this requirement appears at the end of its 
factual allegations. There, Plaintiff provides two additional misstatements regarding the financial 
viability of 2 1st Century. Specifically, the Complaint alleges that “Defendant knew, or was PageID:
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reckless in not knowing, that Huertas' related representations to Plaintiff and Jeffrey Dorman 
c
oncerning an ‘$89 million pipeline’ for AEYE Defend, ‘$28 million new revenue - 2025 pipeline 
for FTSI Solutions,’ ‘$31 million in existing contracted revenue already secured for 2025,’ and 
similar statements concerning profit margins and existing contracts were false or materially 
misleading.” (Compl. ¶ 52). The Court finds that Plaintiff did not even allege that these statements 
were made by Defendant. Further, there are no plausible allegations that Defendant knew about, 
had ever heard of, or had anything to do with those statements allegedly made by other individuals, 
who are not parties to this suit. 
Second, Plaintiff fails to plausibly allege that it reasonably and detrimentally relied on 
Defendant’s alleged misstatements. In fact, it seems that Plaintiff specifically did not do the very 
thing that D efendant attempted to negotiate: extend the maturity dates of the loans at issue. 
(Compl. ¶¶ 45-67). Likely recognizing this issue with its Complaint, Plaintiff instead pleads that 
it relied on Defendant’s statements by “delaying and tempering its enforcement and protective 
actions, including pursuing provisional remedies, issuing enforcement notices, taking steps to 
preserve the Collateral and proceeds, and commencing litigation earlier than it otherwise would 
have done.” (Id. ¶ 97). This cannot plausibly be the basis for relief here becaus e Plaintiff did, in 
fact, bring an action against 21st Century regarding these loans on September 7, 2025, days before 
repayment was even due. ( Florida Complaint). 2 Absent an allegation of the loan agreements 
containing an acceleration clause or a showing of an anticipatory breach by 21st Century, it is not 
2 The Court notes that while it may not take judicial notice of the truth of the underlying factual 
averments in the Florida Complaint, it may take judicial notice of the fact that the litigation exists. 
See Cohen v. Telsey, 2009 WL 3747059, at *6 (D.N.J. Nov. 2, 2009) (“ A district court may take 
judicial notice of documents filed in other courts ... not for the truth of the matters asserted in the 
other litigation, but rather to establish the fact of such litigation and related filings and such 
documents may be used in the consideration of motions to dismiss under Rule 12.”) (citations 
omitted). PageID:
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clear to the Court what earlier action Plaintiff could have brought that would have changed its 
ultimate position.3 
ii. Count 2: Aiding and Abetting Fraud 
Defendant argues that Count 2, alleging Defendant is liable for aiding and abetting fraud, 
should be dismissed because Plaintiff fails to adequately allege the facts that constitute the 
underlying fraud with particularity. (See Mot. at 7-9). 
As a preliminary matter, the Court must decide which state’s law to apply to this claim. 
The Court again finds that because the claim fails irrespective of whether New Jersey or Florida 
law applies, there is no conflict of law, thus the Court applies New Jersey law. Cooper, 374 F. 
App’x at 254. 
To state a claim for aiding and abetting under New Jersey law, a plaintiff must allege: “(1) 
the party whom the defendant aids must perform a wrongful act that causes an injury; (2) the 
defendant must be generally aware of his role as part of an overall illegal or tortious activity at the 
time that he provides the assistance; (3) the defendant must knowingly and substantially assist the 
principal violation.” Tarr v. Ciasulli, 181 N.J. 70, 853 A.2d 921, 929 (2004). The Court notes that 
while Tarr arose in the specific context of a Law Against Discrimination (LAD) claim, New Jersey 
courts have since recognized that the aiding -and-abetting standard adopted therein also apply to 
non-LAD claims such as fraud. See State, Dep't of Treasury, Div. of Inv. ex rel. McCormac v. 
Qwest Commc'ns Int'l, Inc., 387 N.J. Super. 469, 484 (App. Div. 2006). In the context of an aiding 
and abetting fraud claim, Plaintiff must also prove the underlying tort i.e. the alleged fraud. Id. 
 
3 Though the Court need not engage in a lengthy analysis of how the claim fares under Florida 
law, the Court briefly notes that Florida also requires a showing of scienter and detrimental 
reliance. See Prieto v. Smook, Inc., 97 So. 3d 916, 917 (Fla. Dist. Ct. App. 2012) (describing the 
elements of fraud under Florida law). Accordingly, Count 1 would fail just the same under Florida 
law as it does under New Jersey law. PageID:
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As explained, supra , Plaintiff’s allegation of the underlying fraud fails because Plaintiff 
fails to sufficiently plead that Defendant’s statements and negotiations were made with the 
“knowledge or belief” of their falsity, and, further, because Plaintiff fails to plausibly allege that it 
reasonably and detrimentally relied on Defendant’s alleged misstatements. Thus, Plaintiff’s 
Complaint fails to sufficiently plead an aiding and abetting fraud claim as its fail to adequately 
allege the underlying fraud. 
Assuming, arguendo, that Plaintiff did adequately plead its claim alleging fraud, its aiding 
and abetting claim would nonetheless still fail. First, the Complaint fails to allege facts that give 
rise to an inference that Defendant had knowledge of an underlying fraud. Plaintiff’s claims are 
limited to allegations that Defendant appeared at a meeting on Castleberry’s behalf, sent emails 
concerning a draft extension, sent emails and text messages to set up a call with a lawyer for 21st 
Century, and was the intended recipient of a wire of funds that was never completed. (Compl. ¶ 
103; see also ¶¶ 44-65, 74-78). Plaintiff only generally alleges that “Castleberry and insiders, 
including Huertas and De La Peña, committed underlying fraud by misrepresenting 21st Century's 
finances, valuation, revenue pipeline, and intended use of loan proceeds, and by diverting assets 
and operations pledged as Collateral to Plaintiff while concealing those actions.” (Compl. ¶ 102). 
Plaintiff fails to allege with particularity what these alleged misrepresentations were, who made 
them, and when. The allegations are insufficient for the Court to reasonably infer that Defendant 
had any knowledge of any underlying fraud, and similarly insufficient to establish that Defendant 
substantially assisted in the execution of the same. Accordingly, Count 2 is dismissed. 
iii. Count 3: Aiding and Abetting Breach of Fiduciary Duty 
Defendant argues that Count 3, alleging Defendant is liable for aiding and abetting a breach 
of fiduciary duty, ought to be dismissed, simply because Texas law prohibits the maintenance of PageID:
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such an action. (See Mot. at 9-10). While the Court agrees with Defendant that this claim should 
be dismissed, it agrees with Plaintiff that Defendant’s approach to the analysis here is overly 
formalistic. (See Opp. at 13-14). 
As a preliminary matter, the Court agrees that Texas law applies to this claim under the 
“internal affairs” doctrine. Fagin v. Gilmartin , 432 F.3d 276, 282 (3d Cir. 2005) (“Under New 
Jersey's choice- of-law rules, the law of the state of incorporation governs internal corporate 
affairs.”). 
Plaintiff stylizes Count 3 as a claim for “aiding and abetting breach of fiduciary duty.” 
(Compl. at 20). Defendant appears to be correct in asserting that Texas law does not recognize a 
standalone cause of action for aiding and abetting a breach of fiduciary duty. See Midwestern 
Cattle Mktg., L.L.C. v. Legend Bank, N. A., 800 F. App'x 239, 249 (5th Cir. 2020) (“[A]iding and 
abetting does not exist as a distinct cause of action in Texas.”). But, Texas law does recognize the 
existence of a cause of action for a “knowing participation in the breach of fiduciary duty” . See 
Milligan, Tr. for Westech Cap. Corp. v. Salamone, 2019 WL 4003093, at *1 (W.D. Tex. Aug. 23, 
2019) (“Texas appellate courts have routinely recognized the existence of a cause of action for 
knowing participation in the breach of fiduciary duty.”). The Court, recognizing that a “complaint 
is sufficient against a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), if it 
appears from the complaint that the plaintiff may be entitled to any form of relief, even though the 
particular relief he has demanded and the theory on which he seems to rely are not appropriate ,” 
5 C. Wright & A. Miller, Federal Practice & Procedure § 1219 (4th ed. 2022) , construes and 
considers this Count as a claim for “knowing participation in a breach of fiduciary duty.” Despite 
doing so, the Court still finds that Plaintiff has failed to plead a plausible claim under this legal 
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Under Texas law, “where a third party knowingly participates in the breach of duty of a 
fiduciary, such third party becomes a joint tortfeasor with the fiduciary and is liable as such.” 
Milligan, 2019 WL 4003093, at *1; see Kinzbach Tool Co. v. Corbett -Wallace Corp., 138 Tex. 
565, 574 (1942). “To establish a claim for knowing participation in a breach of fiduciary duty, a 
plaintiff must assert: (1) the existence of a fiduciary relationship; (2) that the third party knew of 
the fiduciary relationship; and (3) that the third party was aware that it w as participating in the 
breach of a fiduciary relationship.” D'Onofrio v. Vacation Publications, Inc., 888 F.3d 197, 216 
(5th Cir. 2018). 
Here, Plaintiff fails to plead facts that plausibly demonstrate that Defendant was aware of 
a fiduciary duty and was knowingly involved in the breach of the same. The Complaint does not 
allege that Defendant participated in any of the specific acts that would constitute a breach of 
fiduciary duty by Castleberry, Huertas, or De La Peña. The Complaint only alleges that Defendant 
appeared at the July 10, 2025 meeting as Castleberry's representative, negotiated extension and 
forbearance terms, sent emails and text messages about potential extensions, and was the intended 
recipient of an attempted $130,000 transfer. ( Compl. ¶¶ 45- 67, 74 -81, 110) . These facts are 
insufficient for the Court to reasonable infer that Defendant knew of any fiduciary duties owed by 
Castleberry, Huertas, or De La Peña, let alone that Defendant was aware that those individuals 
were in breach of such duties. Absent factual allegations that Defendant was aware of both the 
fiduciary duty and the alleged breach, and that Defendant acted w ith knowledge to further that 
breach, the Court finds that Plaintiff has failed to state a claim for knowing participating in a breach 
of fiduciary duty under Texas law. Accordingly, Count 3 is dismissed. 
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Defendant argues that Count 4, alleging tortious interference with contract, should be 
dismissed because Plaintiff fails to allege that Defendant acted in a manner that interfered with its 
contract with 21st Century. (See Mot. at 10). The Court agrees. 
As a preliminary matter, the Court must decide which state’s law to apply to this claim. 
Defendant urges the Court to apply New Jersey law because the result is in the same under both 
Florida and New Jersey law . The Court agrees, and because no actual conflict exists, the Court 
applies New Jersey law. Cooper, 374 F. App’x at 254. 
To establish a claim for tortious interference of a contract in New Jersey, plaintiff must 
plead and ultimately prove: (1) actual interference with a contract; (2) intentional interference by 
a defendant who is not a party to the contract; (3) interference "without justification"; and (4) 
resulting damages. Cedar Ridge Trailer Sales, Inc. v. Nat'l Cmty. Bank of N.J., 312 N.J. Super. 
51, 66 (App. Div. 1998). 
While it is clear that there are existing valid and enforceable contracts between Plaintiff 
and 21st Century, specifically the LER Notes and related security agreements, the Court is not 
satisfied that the Complaint adequately alleges facts showing that Defendant actually induced or 
procured 21st Century’s breach of the same. Specifically, the Complaint lacks any allegations that 
Defendant somehow induced 21st Century’s failure to repay the notes at maturity. The Complaint 
largely recites claims of wrongf ul means, fraud, misrepresentation, and concealment, rather than 
pleading concrete facts that establish that Defendant interfered with the contracts between Plaintiff 
and 21st Century, let alone facts that further establish that such interference was improper and 
resulted in damages. (Compl. ¶¶ 113-118). Further, the Complaint fails to establish the necessary 
causation as the Complaint does not allege that Defendant’s conduct resulted in 21st Century’s 
failure to repay, but rather cites conclusory allegat ions that Defendant’s conduct caused Plaintiff PageID:
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to delay enforcement of its claims . See Velop, Inc. v. Kaplan, 301 N.J. Super. 32, 49 (1997) 
(finding that the causation element of a tortious interference claim requires that the Plaintiff 
establish “that had there been no interference, there was a reasonable probability that the victim of 
the interference would have received the anticipated economic benefits.”) 
Because the allegations in the Complaint are insufficient to support a reasonable inference 
of intentional and improper conduct, Count 4 is dismissed. 
v. Count 5: Conversion 
Plaintiff’s conversion claim fails because, simply put, Plaintiff does not allege that a 
conversion occurred under the laws of New Jersey, Florida, or any state . A claim for conversion 
requires that a defendant have “independent dominion and control over the subject property.” 
Meisels v. Fox Rothschild LLP, 240 N.J. 286, 305 (2020); See also Edwards v. Landsman, 51 So. 
3d 1208, 1213 (Fla. Dist. Ct. App. 2011) (stating that in order to state a claim for conversion of 
property, a plaintiff must show that the defendant “asserted dominion over that property.”). Here, 
Plaintiff’s conversion claim is predicated on an alleged attempted transfer of $130,000 in 21
st 
Century funds to Defendant, which, crucially, was never completed. (Compl. ¶¶ 119-123). 
Plaintiff explicitly pleads that Defendant never actually took possession of the $130,000 
which it alleges Defendant attempted to improperly divert to his own account , because the 
attempted bank transfer was cancelled. (Compl. ¶ 76). Accordingly, Plaintiff’s conversion claim 
fails. 
vi. Count 6: Aiding and Abetting Conversion 
Plaintiff’s aiding and abetting conversion claim likewise fails. Plaintiff’s aiding and 
abetting conversion claim appears to be somewhat more expansive than its simple conversion 
claim. Plaintiff predicates Count 6 on the attempted $130,000 transfer to Defendant, as well as PageID:
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“the diversion of business operations, customer relationships, domains, goodwill, and proceeds 
away from 21st Century,” by other individuals who are not parties to this suit, such as Castleberry 
and Huertas. (Compl. ¶¶ 125-126). 
To successfully plead a claim for aiding and abetting a tort, a plaintiff must plausibly allege 
that the underlying tort in fact occurred. See Bell Container Corp. v. Palagonia Bakery Co. Inc., 
No. 19-6545, 2022 WL 2439532, at *4 (D.N.J. July 5, 2022) (“A claim for aiding and abetting 
fraud also requires proof of the underlying tort.”). To the extent Plaintiff grounds the aiding and 
abetting claim on the attempted $130,000 transfer to Defendant, it clearly fails because no, as 
stated above, no conversion event occurred with respect to that attempted transfer. 
The Court next turns to Plaintiff’s other alleged bases for aiding and abetting liability. 
Plaintiff also alleges t hat its conversion claim includes “t he diversion of business 
operations, customer relationships, domains, goodwill, and proceeds away from 21st Century,” by 
other individuals who are not parties to this suit, such as Castleberry and Huertas. (Compl. ¶ 126). 
As Defendant correctly argues, these allegations do not make out a claim for conversion either, 
nor do they identify how Defendant allegedly aided and abetted such conversion. 
For an aiding and abetting claim, New Jersey courts require that the plaintiff must show 
“(1) the party whom the defendant aids must perform a wrongful act that causes an injury; (2) the 
defendant must be generally aware of his role as part of an overall illegal or tortious activity at the 
time that he provides the assistance; and (3) the defendant must knowingly and substantially assist 
the principal violation.” Cicchetti v. Morris County Sheriff's Office , 194 N.J. 563, 594 (2008). 
The standard under Florida law is materially the same, requiring the plaintiff to allege “ (1) an 
underlying violation on the part of the primary wrongdoer; (2) knowledge of the underlying 
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committing the wrongdoing by the alleged aider and abettor.” Lawrence v. Bank of Am., N.A., 
455 F. App'x 904, 906 (11th Cir. 2012). Again, because no conflict exists, New Jersey law applies. 
Plaintiff’s allegations are insufficient to state either a conversion claim or an aiding and 
abetting conversion claim. The Complaint fails to identify which property was converted or allege 
facts that connect Defendant to the alleged conversion. Rather, the Complaint merely offers 
conclusory allegations that certain assets and proceeds were diverted from 21st Century without 
identifying how Defendant aided and abetted such conduct. Accordingly, Count 6 is dismissed. 
vii. Count 7: Unjust Enrichment/Restitution 
Defendant argues that Count 7 alleging unjust enrichment should be dismissed because the 
Complaint does not allege that Defendant received any payment belonging to Plaintiff. (See Mot. 
at 16). The Complaint alleges that Defendant received or retained money, fees, or other economic 
benefits from Castleberry, 21st Century, and/or related entities in connection with the scheme, that 
the full nature and amount of those benefits are uniquely within Defendant’s knowledge, and that 
Defendant stood as the intended recipient of the $130,000 transfer from 21st Century's account. 
(Compl. ¶¶ 134-136). 
To state a claim for unjust enrichment, “‘a plaintiff must show both that defendant received 
a benefit and that retention of that benefit without payment would be unjust’ and that the plaintiff 
‘expected remuneration’ and the failure to give remuneration unjustly enriched the defendant.” 
EnviroFinance Grp., LLC v. Env't Barrier Co., LLC, 113 A.3d 775, 790 (App. Div. 2015) (quoting 
VRG Corp. v. GKN Realty Corp., 135 N.J. 539, 554, 641 A.2d 519 (1994)). Florida law requires 
a showing that: “(1) plaintiff has conferred a benefit on the defendant, who has knowledge thereof; 
(2) defendant voluntarily accepts and retains the benefit conferred; and (3) the circumstances are 
such that it would be inequitable for the defendant to retain the benefit without first paying the PageID:
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value thereof to the plaintiff.” Taxinet Corp. v. Leon, 114 F.4th 1212, 1219 (11th Cir. 2024) . 
Although a claim under New Jersey law also includes plaintiff's expectation of remuneration, the 
difference is not material to the issues presented here, thus New Jersey law applies. 
Here, the Complaint does not allege that Defendant received any payment belonging to 
Plaintiff, nor that Plaintiff conferred a direct benefit to Defendant . Instead of allegations that 
Defendant received any money or benefits from Plaint iff, the Complaint alleges that Defe ndant 
received money or benefits from Castleberry, 21st Century, and other entities, thus failing to state 
a claim for unjust enrichment or restitution. In instances where a plaintiff fails to plead that it 
expected or anticipated renumeration from defendant, dismissal is warranted. Castro v. NYT 
Television, 370 N.J. Super. 282, 299-300 (App. Div. 2004). 
Accordingly, because Plaintiff has failed to plead that it received any benefit from 
Defendant, or that it expected any renumeration because of the conferral of such benefit, Count 7 
is dismissed. 
viii. Count 8: Declaratory Judgment and Injunctive Relief 
Defendant argues that Count 8 should be dismissed because it seeks adjudication of rights 
concerning parties that are not present, namely 21st Century. ( See Mot. at 17). Defendant also 
argues that the only specific transaction alleged is an attempted $130,000 transfer that was stopped 
before completion, and the pleading does not identify any presently held asset in Defendant’s 
possession for the Court to adjudicate. Id. 
Plaintiff request for an injunction or declaratory relief hinges upon it having viable claims 
as described in Counts 1 to 7 which would support either injunctive or declaratory relief. Since 
both injunctions and declaratory relief are remedies and not independent causes of action, in as 
much as Plaintiff has failed in Count 1 to 7 to set forth any viable claims for relief, it necessarily PageID:
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follows that Plaintiff’s request for injunctive and declaratory relief must be dismissed. 
A
dditionally, Count 8 seeks adjudication of rights concerning parties that are not present, namely 
21st Century. Clearly, such relief cannot be granted. Accordingly, Count 8 is dismissed. 
ix. Count 9: Accounting, Constructive Trust, and Equitable Lien
Defendant argues that Count 9 seeking a cause of action for an accounting, constructive 
trust, and equitable lien should be dismissed because Plaintiff does not plead facts satisfying the 
elements for the relief it seeks. (See Mot. at 18). Defendant contends that Plaintiff has failed to 
identify any particular fund or property in Defendant’s possession traceable to Plaintiff, thus its 
allegations are insufficient to support any of the remedies it seeks. Id. 
Seeking a constructive trust and equitable lien is merely a remedy predicated upon the 
claims set forth in Counts 1 to 7. Once again, Count 9 must be dismissed because Plaintiff fails to 
describe any cognizable basis for a claim against Defendant in Counts 1 to 7. 
III. CONCLUSION
For the foregoing reasons, Defendant’s Motion to Dismiss the Amended Complaint is
GRANTED, and the Amended Complaint is dismissed without prejudice. 
* * *
For these reasons, 
IT IS on this 17th day of June, 2026 
ORDERED that Defendant’s Motion to Dismiss (Dkt. No. 26) is GRANTED; Plaintiff 
is granted thirty (30) days from the day of this Order to file an Amended Complaint which 
cures the deficiencies outlined above. 
s/S
tanley R. Chesler 
STANLEY R. CHESLER, U.S.D.J. PageID:
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