LADENBURG THALMANN & CO. INC.
v.
ORAGENICS, INC.
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Ladenburg Thalmann sought a temporary restraining order and preliminary injunction against Oragenics to enforce a forum selection clause against FINRA arbitration. The district court denied the motion, adopting a magistrate judge's recommendation that the plaintiff failed to demonstrate a substantial likelihood of success on the merits.
The court held that the plaintiff failed to demonstrate a substantial likelihood of success on the merits because: (1) there is no binding Supreme Court or Eleventh Circuit decision on point, with an even split among circuits on the specificity required for a forum selection clause to override FINRA Rule 12200; and (2) the venue selection clause does not provide adequate notice that the defendant was forfeiting its right to arbitrate.
[1] A district court reviews portions of a magistrate judge's report to which objections are made de novo, provided the objections pinpoint specific disagreements.
[2] A district court reviews portions of a magistrate judge's report to which no specific objections are made for clear error.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Plaintiff has not shown a substantial likelihood of success on the merits because (1) there is no binding Supreme Court or Eleventh Circuit on-point decision and there is an even split in the circuits on the level of specificity needed for a forum selection clause to override FINRA Rule 12200”
Establishes the core basis for denying the preliminary injunction motion—the unsettled state of law regarding forum selection clauses and FINRA arbitration.
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Join FLexlaw to unlock all legal intelligenceLadenburg Thalmann and Oragenics had a dispute subject to both a forum selection clause and FINRA Rule 12200 arbitration provisions. The plaintiff mov…
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THIS CAUSE comes before the Court on Plaintiffs Verified Motion for Temporary Restraining Order and Preliminary Injunctive Relief (the “Motion”) [ECF No. 7]. The Motion was referred to Magistrate Judge Jonathan Goodman, pursuant to 28 U.S.C. § 636(b)(1)(B), for a Report and Recommendation. [ECF No. 8]. On May 3, 2024, following a non-evidentiary hearing, Judge Goodman issued his report recommending that the Motion be denied (the “Report”). [ECF No. 26]. Plaintiff Ladenburg Thalmann & Co., Inc. (“Plaintiff”) timely objected to the Report, [ECF No. 28], and Defendant Oragenics, Inc. (“Defendant”) responded to Plaintiffs objections. [ECF No. 32].
A district court may accept, reject, or modify a magistrate judge's report and recommendation. 28 U.S.C. § 636(b)(1). Those portions of the report and recommendation to which objection is made are accorded de novo review, if those objections “pinpoint the specific findings that the party disagrees with.” United States v. Schultz, 565 F. 3d 1353, 1360 (11th Cir. 2009); see also Fed. R. Civ. P. 72(b)(3). Any portions of the report and recommendation to which no specific objection is made are reviewed only for clear error. Liberty Am. Ins. Grp., Inc. v. WestPoint Underwriters, L.L.C., 199 F. Supp. 2d 1271, 1276 (M.D. Fla. 2001); accord Macort v. Prem, Inc., 208 F. App'x 781, 784 (11th Cir. 2006).
In his Report, Judge Goodman recommends that the Court deny the Motion. In particular, Judge Goodman found that Plaintiff has not shown a substantial likelihood of success on the merits because (1) there is no binding Supreme Court or Eleventh Circuit on-point decision and there is an even split in the circuits on the level of specificity needed for a forum selection clause to override FINRA Rule 12200, and (2) the venue selection clause does not provide adequate notice to the Defendant that it was forfeiting the right to arbitrate. [ECF No. 26]. In its Objections, Plaintiff argues that the split in the circuits does not foreclose its ability to succeed on the merits and that the forum selection clause is enforceable.
The Court has conducted a de novo review of the Report and agrees with Judge Goodman's well-reasoned findings and recommendation. Accordingly, it is ORDERED AND ADJUDGED as follows:
(1) Judge Goodman's Report and Recommendation, [ECF No. 26], is ADOPTED in full; and (2) Plaintiff's Verified Motion for Temporary Restraining Order and Preliminary Injunctive Relief (the “Motion”), [ECF No. 7], is DENIED.
DONE AND ORDERED in Chambers at Miami, Florida, this 11th day of June, 2024.
DARRIN P. GAYLES
UNITED STATES DISTRICT JUDGE
2
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Citator
Authorities Cited
- United States v. Schultz, 565 F.3d 1353 (11th Cir. 2009)
- Liberty Am. Ins. Grp., Inc. v. Westpoint Underwriters, L.L.C., 2001 WL 1850837 (M.D. Fla. 2001)