Case 8:22-cv-00986-TPB-JSS Document 89 Filed 08/23/22 Page 1 of 26 PageID 1132

UNITED STATES DISTRICT COURT

MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION

GAWAIN BAXTER, LAURA BAXTER

and VALESKA PARIS,

Plaintiffs,
v. Case No.: 8:22-cv-00986-TPB-JSS
DAVID MISCAVIGE; CHURCH OF
SCIENTOLOGY INTERNATIONAL, INC.;
RELIGIOUS TECHNOLOGY CENTER, INC.;
IAS ADMINISTRATIONS, INC.; CHURCH
OF SCIENTOLOGY FLAG SERVICE
ORGANIZATION, INC.; CHURCH OF
SCIENTOLOGY FLAG SHIP SERVICE
ORGANIZATION, INC.,

Defendants.
_______________________________________/
DEFENDANT CHURCH OF SCIENTOLOGY INTERNATIONAL,
INC.’S MOTION TO DISMISS OR COMPEL ARBITRATION

COMES NOW Defendant Church of Scientology International, Inc.

(“CSI”), by and through undersigned counsel, moves this Honorable Court (a)

to dismiss all claims asserted against it in the First Amended Complaint

(“FAC”) under Fed. R. Civ. P. 12(b)(2), (b) to compel arbitration under 9 U.S.C.

§ 1 et seq., or (c) to dismiss all claims asserted against it in the FAC under Fed.

R. Civ. P. 12(b)(6). In support, CSI states:

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INTRODUCTION
For over a decade of their adulthood, Plaintiffs voluntarily served as

ministers of a Scientology religious order on the Freewinds, a ship that never

docked in the United States. They do not allege that Defendant CSI ever

employed them, ever operated the ship, ever made any representations to them

about life on the ship, or ever interacted with them in any way. The FAC

contains no allegations supporting maintaining a lawsuit against CSI on the

merits or within the Court’s jurisdiction.

The motion to compel arbitration of Defendant Flag Ship Service

Organization (“FSSO”) makes clear that these former Scientology ministers

must arbitrate their claims, as they agreed in the many unequivocal

arbitration agreements they executed as an express condition of their service

to their church. (ECF No. 84.) The motion to dismiss of Flag Service

Organization (“FSO”) shows that, even if the Court does not enforce the

arbitration agreements, Plaintiffs’ claims fail for reasons common to all named

defendants. (ECF No. 85.)

CSI joins in those motions. It also seeks dismissal for two more reasons.

First, the Court lacks personal jurisdiction over CSI because Plaintiffs allege

negligible contact between CSI and Florida and no nexus between CSI’s

supposed activities in Florida and their human trafficking claims. Second,

Plaintiffs plead no facts supporting their claims against CSI. Plaintiffs rely on

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CSI’s supposed licensing activities and “control” over a trust that owns the

company that owns the Freewinds to impose liability, but these remote

allegations are not enough to state a claim under any theory of liability. In

short, Plaintiffs assert meritless claims against CSI in the wrong forum. The

Court should either dismiss CSI for lack of personal jurisdiction, compel

arbitration of Plaintiffs’ claims against CSI or, dismiss the claims against CSI

for failure to state a claim for relief.1

FACTUAL BACKGROUND
A. Plaintiffs’ Contacts With Florida
All three Plaintiffs were born into Scientology families and raised and

educated in the religion. (FAC ¶¶ 13-15, 88-91, 112, 144, 148.) Although

Gawain Baxter spent his childhood in Florida, Plaintiff Valeska Paris did not

live in Florida until her teens (starting in about 1992), while Plaintiff Laura

Baxter never lived in the state. (Id. ¶¶ 13-15, 88-95, 112-115, 117-18, 134-36,

155.) After becoming ministers in the Sea Organization (“Sea Org”)—the

highest religious order within the Church of Scientology—each Plaintiff

traveled to Curaçao to board the Freewinds, where they continued to serve in

the Sea Org for several years. (Id. ¶¶ 92-95, 113-16, 155-56, 163.) The Baxters

allege no further contact with Florida after boarding the Freewinds in or

1 In the event the Court considers and denies the Motion to Compel Arbitration, CSI reserves its
right to seek interlocutory appeal of such order before the Court considers the Motion to Dismiss
under Rule 12(b)(6).

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around 1998 (G. Baxter) (see FAC ¶¶ 13, 93, 95), and in or around 2002 (L.

Baxter) (see id. ¶¶ 116-18, 120). Valeska Paris alleges no material contact with

Florida after boarding the Freewinds in or around 1996 (see id. ¶¶ 15, 163), but

does allege that after leaving the Sea Org, she traveled to Florida to visit her

mother, (FAC ¶ 200). The FAC alleges that during Plaintiffs’ time aboard the

Freewinds, it never entered the United States’ territorial waters or docked at

a domestic port and that Plaintiffs now live in Australia. (Id. ¶¶ 13-15, 41.)

B. CSI’s Alleged Conduct and Contacts With Florida

CSI is a California nonprofit corporation based in Los Angeles. (FAC ¶

19; see also Declaration of Lynn R. Farny, attached hereto as Exhibit 1, ¶ 4.)

CSI is not registered to do business in Florida and has no agent for service of

process in the state. (Id. ¶¶ 9-12.) It operates no business and has no office and

no employees in Florida. (Id.)

CSI is responsible for the ecclesiastical dissemination, propagation and

defense of the Scientology religion. (Id. ¶ 7.) CSI does not own or operate any

individual Church of Scientology. (Id.) Rather, each church—including each

entity defendant named in this suit—is separately incorporated, with its own

officers and directors. (Id.) The Sea Org, in contrast, is an unincorporated

religious order of persons who have committed their lives to advancing the

Scientology religion. (Id. ¶ 8; see also ECF No. 84-1 (Heller Decl.) ¶¶ 15-21.)

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Although some Sea Org members work for CSI, most are not CSI staff;

Plaintiffs were never CSI staff. (Farny Decl. ¶¶ 8, 15.)

Plaintiffs allege no CSI involvement in their alleged trafficking. Instead,

they allege that CSI licenses “Scientology IP, including trademarks and other

IP” to “Scientology-affiliated entities,” including FSO. (FAC ¶¶ 19-20.) They

also allege that CSI “controls . . . Flag Ship Trust, which among other things

owns the company that owns the Scientology ship, Freewinds.” (Id. ¶ 19.) The

FAC does not allege whether CSI is a trustee or beneficiary of these alleged

trusts or provide any facts supporting its allegation that CSI “controls” them.

Plaintiffs allege that CSI hosts an annual gala at Flag Base, a facility “owned

and/or managed by Defendant FSO,” and stores documents there. (Id. ¶ 20.)

Plaintiffs generically allege that CSI “conducts substantial business” in

Florida or maintains a “substantial operational presence” in Florida through

the Office of Special Affairs (“OSA”). (Id. ¶ 19.) Yet, the FAC does not define

“operational presence” nor elaborate upon what “substantial business” CSI

allegedly conducts. Nor could it. CSI does not conduct business or “maintain

an operational presence” in Florida, and has no office, officers, employees,

representatives, or agents in Florida. (Farny Decl. ¶¶ 9-12.)

ARGUMENT AND MEMORANDUM OF LAW

I. This Court Lacks Personal Jurisdiction Over CSI
The exercise of personal jurisdiction must be appropriate under both (1)

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the Florida long-arm statute and (2) the Due Process Clause. Carmouche v.

Tamborlee Mgmt., Inc., 789 F.3d 1201, 1203 (11th Cir. 2015). “There are two

types of personal jurisdiction – general and specific.” Erwin v. Ford Motor Co.,

No. 8:16-cv-01322-T-24 AEP, 2016 WL 7655398, at *4 (M.D. Fla. Aug. 31,

2016). General jurisdiction is jurisdiction over “any claims against a defendant,

whether or not they involve the defendant’s activities in Florida.” Id. Specific

jurisdiction is “jurisdiction over suits that arise out of or relate to a defendant’s

contacts with [the forum state].” Carmouche, 780 F.3d at 1204.

A plaintiff bears the initial burden of establishing a prima facie basis for

jurisdiction over a nonresident defendant, Louis Vuitton Malletier, S.A. v.

Mosseri, 736 F.3d 1339, 1350 (11th Cir. 2013), through factual allegations

pleaded “with reasonable particularity” establishing that sufficient contacts

between the party and the forum state exist, Organic Mattresses, Inc. v. Envtl.

Res. Outlet, Inc., No. 17-21905, 2017 WL 5665354, at *2 (S.D. Fla. Oct. 6, 2017);

see also Future Tech. Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247, 1249

(11th Cir. 2000). If a plaintiff satisfies its burden, the burden shifts to the

defendant to refute the jurisdictional allegations by an affidavit or other sworn

proof showing such allegations are erroneous, thereby shifting the burden back

to the plaintiff to produce evidence supporting jurisdiction, if it can do so. Id.

A. CSI Is Not Subject to General Jurisdiction In Florida

For general jurisdictional purposes, Florida’s long-arm statute “extends

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to the limits on personal jurisdiction imposed by the Due Process Clause,” and

therefore, the Court need only determine if the Due Process Clause permits the

exercise of general jurisdiction. Carmouche, 789 F.3d at 1204. Under the due

process clause, a foreign corporation may only be subjected to general

jurisdiction “when their affiliations with the State are so ‘continuous and

systematic’ as to render them essentially at home in the forum State.” Waite v.

All Acquisition Corp., 901 F.3d 1307, 1317 (11th Cir. 2018) (citing Goodyear

Dunlop Tires Ops., S.A. v. Brown, 564 U.S. 915, 919 (2011)). “The ‘paradigm

all-purpose forums’ in which a corporation is at home are the corporation’s

place of incorporation and its principal place of business.” Id. at 1317 (citing

Daimler AG v. Bauman, 571 U.S. 117, 137 (2014)). Only in an “exceptional

case” will a corporation’s operations in a forum other than its place of

incorporation or its principal place of business be so substantial as to render it

at home in that forum. Daimler, 571 U.S. at 761, n.19. This requires the

“activities in the forum closely approximate the activities that ordinarily

characterize a corporation’s place of incorporation or principal place of

business,” Carmouche, 789 F.3d at 1205, such that the foreign corporation is

“‘comparable to a domestic enterprise in [Florida].’” Erwin, 2016 WL 7655398,

at *11 (quoting Daimler, 134 S.Ct. at 758, n.11). “‘[S]ubstantial, continuous,

and systematic’ business is insufficient to make a company ‘at home’” and

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subject to general jurisdiction. Waite, 901 F.3d at 1381.

Here, the “paradigm all-purpose forums” do not apply. CSI is a nonprofit

religious corporation that is incorporated in California and has its principal

place of business in California. (FAC ¶ 19; Farny Decl. ¶ 4.) And, this is not the

“exceptional case” that would permit this Court to find CSI “at home” in

Florida. Plaintiffs generically allege that CSI “conducts substantial business”

and maintains a “substantial operational presence” in Florida through OSA.

(FAC ¶ 19.) Yet, the FAC does not define “operational presence” nor describe

what “substantial business” CSI allegedly conducts. Nor could it because the

allegations are not accurate. CSI is not registered to and does not conduct

business in Florida, has no office in Florida, and has no officers, employees,

representatives, or agents in Florida. (Farny Decl. ¶¶ 9-12.)

Where the FAC makes particular allegations concerning CSI’s Florida

contacts, it fares no better. The FAC alleges only that CSI licenses Scientology

intellectual property to FSO and other “Scientology-affiliated entities”;

controls a trust that “owns the company that owns” the Freewinds; and stores

documents in a warehouse and hosts an annual gala in Florida in facilities

owned or controlled by Defendant FSO. (FAC ¶¶ 19-20.) This limited conduct

does not demonstrate that CSI is “at home” in the state and therefore subject

to general jurisdiction. Courts have rejected the exercise of general jurisdiction

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based on significantly greater contacts with Florida than are present here. See,

e.g., Erwin, 2016 WL 7655398, at *3, *9-*12 (Ford’s sale of thousands of

vehicles to dealerships to be sold in Florida, development testing of 75 global

market prototypes in Florida, presence of 54 engineers and technicians in

Florida, participation in litigation and extensive lobbying activities in Florida,

agents and offices of Ford’s wholly-owned subsidiary in Florida, and

maintenance of a website assisting customers in locating inventory and

dealerships in Florida insufficient to confer general jurisdiction); see also

Carmouche, 789 F.3d at 1204-05.

Plaintiffs also allege that Defendant David Miscavige “controls” or

“directs the management” of CSI from Florida. (FAC ¶¶ 16-17, 19, 31.) This

allegation is false. CSI’s principal place of business is Los Angeles, California.

(Farny Decl. ¶ 4.) CSI’s activities are managed and directed from California,

where all of its directors and officers reside, and where over 99 percent of its

staff members are located. CSI has no staff in Florida. (Id. ¶¶ 4, 9.)

Furthermore, Mr. Miscavige is not an employee, officer, or director of CSI. (Id.

¶ 13.) Even if he were, his alleged presence in Florida is immaterial to general

jurisdiction. See Gilmer v. Bureau Veritas Comm. & Trade, Inc., No. 0:20-cv-

61408, 2021 WL 3772137, at *3 (S.D. Fla. Apr. 20, 2021) (that corporate

leadership of foreign defendant was based in Florida was insufficient to confer

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general jurisdiction over corporate defendant).

B. CSI Is Not Subject to Specific Jurisdiction In This Case

The exercise of specific jurisdiction must satisfy the requirements of both

Florida’s long-arm statute and the Due Process Clause. Here, the exercise of

specific jurisdiction over CSI would not comport with either.

1. CSI Is Not Subject to Specific Jurisdiction Under

Florida’s Long-Arm Statute
To establish specific jurisdiction under Florida’s long-arm statute, a

plaintiff must allege facts establishing that (1) a defendant did one of the nine

enumerated acts in the statute within Florida and (2) the cause of action “arose

from” that enumerated act. Iglesias v. Pernod Ricard, No. 20-cv-20157-KMW,

2020 WL 13367465, at *7 (S.D. Fla. Aug. 17, 2020); Hinkle v. Cirrus Design

Corp., 775 Fed.Appx. 545, 547-48 (11th Cir. May 23, 2019); Fla. Stat. Ann. §

48.193(1)(a)(1). Plaintiffs allege that Defendants are subject to “specific

personal jurisdiction,” (FAC ¶ 6), but they do not identify the ostensibly

applicable provisions of the statute or any facts supporting jurisdiction.

Nonetheless, CSI assumes Plaintiffs may seek to establish specific jurisdiction

under either Section 48.193(1)(a)(1) or (2), and addresses each in turn.

a. CSI Is Not Subject to Jurisdiction Under Fla.

Stat. Ann. § 48.193(1)(a)(1)
A foreign defendant may be subject to specific jurisdiction for any claim

arising from the defendant “[o]perating, conducting, engaging in, or carrying

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on a business or business venture in this state or having an office or agency in

this state.” Fla. Stat. Ann. § 48.193(1)(a)(1). Plaintiffs do not and cannot allege

facts supporting specific jurisdiction under Section 48.193(1)(a)(1) because CSI

conducts no business in Florida, is not registered to do business in Florida, and

has no office, officers, employees, representatives, or agents in Florida. (Farny

Decl. ¶¶ 9-12); see Horizon Aggressive Growth, L.P. v. Rothstein-Kass, P.A., 421

F.3d 1162, 1167 (11th Cir. 2005) (listing relevant factors). The FAC’s

conclusory allegations to the contrary, (see FAC ¶ 19), are inaccurate, (Farny

Decl. ¶¶ 9-12), and legally insufficient, see Igelsias, 2020 WL 13367465, at *7-

*8.

Plaintiffs’ allegations independently fail to establish specific jurisdiction

because Plaintiffs’ causes of action do not arise from CSI’s negligible activities

in Florida. Melgarejo v. Pycsa Panama, S.A., 537 F. App’x 852, 861 (11th Cir.

2013). Plaintiffs allege no nexus between their claims for trafficking and any

conduct by CSI in Florida, and therefore, CSI’s negligible activity cannot serve

as the basis for specific jurisdiction. See Hinkle, 775 Fed.Appx. at 549.

b. CSI Is Not Subject to Jurisdiction Under Fla.

Stat. Ann. § 48.193(1)(a)(2)
A foreign defendant may be subject to specific jurisdiction for any claim

arising from the defendant “[c]omitting a tortious act within this state.” Fla.

Stat. Ann. § 48.193(1)(a)(2). For personal jurisdiction to attach under Section

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48.193(1)(a)(2), a plaintiff must plead facts showing the defendant committed

a “substantial aspect of the alleged tort in Florida.” Musiker v. Projectavision,

Inc., 960 F. Supp. 292, 296 (S.D. Fla. 1997); Freedom Sav. & Loan Ass’n v.

Ormandy & Assocs., 479 So. 2d 316, 317 (Fla. 5th DCA 1985).

Plaintiffs have not alleged any conduct by CSI in Florida that could

constitute “a tortious act within this state” from which their claims arise. See

Fla. Stat. Ann. § 48.193(1)(a)(2). The FAC never alleges that any CSI officer,

director, staff member, or employee engaged in any conduct against Plaintiffs

– in Florida or otherwise.2 Furthermore, none of the post-2002 conduct

happened in Florida; all of it allegedly occurred on the Freewinds, which never

entered United States waters (FAC ¶¶ 41, 95-111, 116, 118-132), or in

Australia (FAC ¶¶ 136-143, 178-197). This matters because, as shown in FSO’s

Motion to Dismiss, there was no private cause of action under the TVPRA

before 2002.3 Velez v. Sanchez, 693 F.3d 308, 324 (2d Cir. 2012); see also

2 The FAC attributes certain conduct to “OSA” and “CMO” staff members. (See, e.g., FAC ¶¶ 39, 92,
130, 152, 162, 200.) “OSA” and “CMO” are not corporations; they are departments within separately
incorporated Churches of Scientology. As such, a staff member assigned to the OSA or CMO
department of an individual Church of Scientology is a staff member of the specific Church corporation
in which that OSA or CMO department is contained. For example, an “OSA” staff member in FSO’s
OSA department is a staff member of FSO. (Farny Decl. ¶ 12.) The FAC identifies individuals as
affiliated with “OSA” or “CMO” without specifying with which Church corporation the individual is
affiliated. (See, e.g., FAC ¶¶ 39, 92, 130, 152, 162, 200.) CSI’s OSA and CMO staff had no interaction
with the Baxters or Paris in Florida or anywhere. (Farny Decl. ¶ 12.) To the extent the FAC suggests
or alleges otherwise (see, e.g., id. ¶¶ 19, 29, 197), such allegations are not accurate.
3 The location of where the allegedly tortious conduct occurred governs in analyzing liability under

TVPRA claims, and not the location of the Defendants. Adhikari v. Kellogg Brown & Root, Inc., 845
F.3d 184, 197–99 (5th Cir. 2017), (citing RJR Nabisco, Inc. v. European Community, 136 S.Ct. 2090,
2101 (2016) (if that conduct “occurred in a foreign country, then the case involves an impermissible

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Ditullio v. Boehm, 662 F.3d 1091, 1099 (9th Cir. 2011) (TVPRA “cannot be

applied retroactively to create liability for conduct that occurred before

December 19, 2003”). In addition, Paris’ allegation that she was surveilled

during a trip to Florida after leaving the Sea Org, (id. ¶¶ 200-201), is not a

basis of her trafficking claims. Plaintiffs fail to carry their jurisdictional

burden. See Organic Mattresses, Inc., 2017 WL 5665354, at *2.

Nor can Plaintiffs meet their burden by lumping CSI into an alleged

conspiracy designed to make CSI responsible for the acts of every other alleged

co-conspirator. As discussed below, and incorporated by reference from FSO’s

Motion to Dismiss, Plaintiffs’ conspiracy claims against CSI are defective as a

matter of law. Courts will not extend jurisdiction over a foreign defendant

based on a conspiracy theory devoid of any factual support. See Marjam Supply

Co. of Fla., LLC v. Pliteq, Inc., No. 15-24363-CIV, 2016 WL 11501768, at *5

(S.D. Fla. Sept. 14, 2016); Washington v. Florida Dept. of Children & Families,

595 F.Supp.2d 1291, 1294 (M.D. Fla. 2009).

CSI is not subject to specific jurisdiction under the long-arm statute.

2. The Due Process Clause Prohibits the Exercise of

Specific Jurisdiction Over CSI In This Case
In addition to failing to satisfy the Florida’s long-arm statute, specific

extraterritorial application regardless of any other conduct that occurred in U.S. territory.”)).

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jurisdiction over CSI independently fails because the Due Process Clause

prohibits it. To exercise specific personal jurisdiction, due process requires the

Court to determine whether: (1) the plaintiff’s claims arise out of or relate to

the defendant’s contacts with the forum; (2) the nonresident defendant

purposefully availed itself of the privilege of conducting activities within the

forum state; and (3) the exercise of personal jurisdiction comports with

traditional notions of fair play and substantial justice. Louis Vuitton, 736 F.3d

at 1355 (quotes omitted). All three requirements must be satisfied.4

As to the first element, “[a] claim arises out of or relates to the

defendant’s contact with the forum state if the contact is a ‘but-for cause’ of the

claim, and the claim is a ‘foreseeable consequence’ of the contact.” Erwin, 2016

WL 7655398, at *7; Waite, 901 F.3d at 1315. As explained above, CSI’s alleged

contacts have no connection to Plaintiffs’ claims for forced labor and trafficking,

which involve nobody from CSI in Florida and did not even happen in Florida.

Accordingly, specific jurisdiction cannot be exercised. See Waite, 901 F.3d at

1315 (no specific jurisdiction where the defendant’s alleged contacts “have

nothing to with the torts allegedly committed”); Erwin, 2016 WL 7655398, at

*7-*8.

The second requirement turns on whether the defendant purposefully

4The Court need not address the third element because Plaintiffs cannot satisfy the first two. Louis
Vuitton, 736 F.3d at 1355.

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availed itself “of the privilege of conducting activities within the forum State”

by deliberately establishing contacts and directing its activities toward the

forum. Ascend Performance Materials Operations, LLC v. Concepts, NREC,

LLC, No. 3:18-cv-243-MCR-CJK, 2019 WL 13159877, at *4 (N.D. Fla. Feb. 21,

2019); Louis Vuitton, 736 F.3d at 1355. CSI does not conduct business in

Florida (Farny Decl. ¶¶ 9-12), and its purported licensing relationship with

FSO is not enough to establish jurisdiction. See Red Wing Shoe Co. v.

Hockerson-Halberstadt, Inc., 148 F.3d 1355, 1361 (Fed. Cir. 1998) (“receipt of

licensing revenue from an entity in the forum state is not enough to establish

minimum contacts with that state”).

C. Alter Ego or Agency Principles Do Not Create Jurisdiction

Insofar as Plaintiffs seek to establish jurisdiction under an alter ego

theory, the effort fails. Under the alter ego theory, a nonresident defendant

may be subjected to jurisdiction if the plaintiff can meet the alter ego test and

pierce the corporate veil of the resident corporation.5 Bellairs v. Mohrmann,

716 So.2d 320, 322 (Fla. 2d DCA 1998); WH Smith, PLC v. Benages & Assoc.,

Inc., 51 So.3d 577, 581 (Fla. 3d DCA 2010). To pierce the corporate veil, the

plaintiff must establish both (1) that the corporation is a “mere

instrumentality” or alter ego of the other; and (2) that there was “improper

5The same burden shifting analysis applicable to personal jurisdiction generally, see Section I,
supra, applies to the alter ego jurisdictional analysis, see WH Smith, 51 So.3d at 581-82.

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conduct” in the formation or use of the corporation. WH Smith, 51 So.3d at 581.

Evidence that the one entity “made all significant decisions” for the other is

insufficient to show it is a “mere instrumentality.” Id. Instead, it must be

shown that the corporation was a “sham” or “shell.” Id.; see also MeterLogic,

Inc. v. Copier Solutions, Inc., 126 F.Supp.2d 1346, 1358 (S.D. Fla. 2000).

Improper conduct requires a showing that the corporation was organized or

used for some illegal, fraudulent, or other unjust purpose. See Dania Jai-Alai

Palace, Inc. v. Sykes, 450 So. 2d 1114, 1121 (Fla. 1984).

The FAC does not allege any facts demonstrating that any defendant is

a “mere instrumentality” of CSI or that CSI is a “mere instrumentality” of any

other defendant. Quite the opposite. The FAC alleges separate corporate

statuses, property ownership, and independent operations for each defendant.

(See, e.g., FAC ¶¶ 18-22.) Nor do the FAC’s allegations of alleged control by Mr.

Miscavige create alter ego jurisdiction over CSI. Allegations of control by

another are insufficient to establish alter ego jurisdiction where the

corporation is not a “sham” or “shell,” and separate legal status is maintained.

MeterLogic, 126 F.Supp.2d at 1358; WH Smith, 51 So.3d at 583. The FAC also

does not – and could not – allege that any defendant was not lawfully formed

or maintained or organized for an illegal purpose. Therefore, CSI is not subject

to jurisdiction under an alter ego theory.

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Insofar as Plaintiffs seek to establish personal jurisdiction under an

agency theory, that theory must also be rejected here just as it was by the

Supreme Court in Daimler. See Daimler, 134 S. Ct. at 760 (rejecting the agency

theory, finding that it “appears to subject foreign corporations to general

jurisdiction whenever they have an in-state subsidiary or affiliate, an outcome

that would sweep beyond even the sprawling view of general jurisdiction . . .

rejected in Goodyear.”) (quoting Goodyear, 564 U.S. at 929); see also Wertheim

Jewish Educ. Tr., LLC v. Deutsche Bank AG, No. 17-cv-60120-KMM, 2017 WL

6313937 at *10-11 (S.D. Fla. Dec. 6, 2017).

For all the reasons stated above, the claims against CSI should be

dismissed for lack of personal jurisdiction.

II. Plaintiffs Must Arbitrate Their Claims Against CSI

As explained in FSSO’s concurrently filed motion, Plaintiffs must

arbitrate their claims against FSSO, as required by multiple arbitration

agreements Plaintiffs voluntarily executed. (ECF No. 84.) Those agreements

apply with equal force to Plaintiffs’ claims against CSI, because they require

arbitration of Plaintiffs’ claims with any Scientology church or entity. (ECF

No. 84-2 (Weber Decl.) Exs. A, B and G (Enrollment Agreements) at ¶ 6.d; Exs.

E and F (Departure Agreements) at 1 and ¶ 6.C; and Exs. H and I (Release

Agreements) at ¶ 7.A.) Not only is CSI a Scientology church, and thus squarely

within the agreements (see Farny Decl. ¶ 5), but each agreement also identifies

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CSI as a third-party beneficiary in other provisions. (ECF No. 84-2 (Weber

Decl.) Exs. A, B and G (Enrollment Agreements) at ¶ 5.d and ¶ 9.a; Exs. E and

F (Departure Agreements) at ¶¶ 2.C, 3.C and 4.A; Ex. I ¶¶ 2.A, 4, 5.C-5.E, 5.G,

5.J-K, 6.A and 6.G (Release Agreement).) Indeed, Paris’ Release Agreement

makes clear that because the agreement “inures to the benefit of” CSI, it “is

hereby declared to be made for [CSI’s] respective benefits and uses.” (ECF No.

84-2 (Weber Decl.) Ex. I (Release Agreement) at ¶ 14.) As an explicit third-

party beneficiary of these arbitration agreements, CSI can enforce them. GE

Energy Power Conversion France SAS, Corp. v. Outokumpu Stainless USA,

LLC, 140 S. Ct. 1637, 1644 (2020) (“arbitration agreements may be enforced by

nonsignatories through … third-party beneficiary theories”) (quote omitted);

Zac Smith & Co. v. Moonspinner Condo. Ass’n, Inc., 472 So. 2d 1324, 1324 (Fla.

Dist. Ct. App. 1985) (same). Because the agreements to arbitrate are valid and

encompass Plaintiffs’ claims against CSI, the Court should compel arbitration.

III. Plaintiffs Fail to State a Claim Against CSI

As noted above, the Court should either dismiss the claims against CSI

for lack of personal jurisdiction or compel Plaintiffs to arbitrate them. But

assuming Plaintiffs’ claims clear those hurdles, they also fail to state a claim

for the reasons stated in FSO’s motion to dismiss, which CSI joins. (ECF No.

85.) And, even if Plaintiffs’ claims survive the foregoing challenges, they must

still be dismissed because they fail to state a claim as to CSI specifically.

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In Counts I, III, and V, Plaintiffs assert three theories of liability under

the TVPRA: direct violation, attempted violation, and indirect beneficiary

violation. Counts II, IV, and VI assert a fourth theory: conspiracy. But

Plaintiffs fail to allege any facts that state a claim under any theory. Instead,

Plaintiffs offer only a “shotgun pleading” that recites the bare elements of their

claims and fails to distinguish among the defendants they seek to hold liable.

A. Legal Standard Under Rule 12(b)(6) and Rule 8(a)(2)

On a motion to dismiss under Rule 12(b)(6), the Court accepts “all factual

allegations in the complaint as true and construe[s] them in the light most

favorable to the plaintiff.” Doe #1 v. Red Roof Inns, 21 F.4th 714, 723 (11th Cir.

2021). However, “[t]hreadbare recitals of the elements of a cause of action,

supported by mere conclusory statements, do not suffice.” Id. “Instead, a

plaintiff must allege sufficient facts that, accepted as true, state a claim to

relief that is plausible on its face.” Id. In addition, a complaint is a “shotgun

pleading” that fails to satisfy Rule 8(a)(2), where, as relevant here, it: (a)

contains multiple counts where each count adopts the allegations of all

preceding counts and (b) asserts multiple claims against multiple defendants

without specifying which of the defendants are responsible for which acts or

omissions. Barmapov v. Amuial, 986 F.3d 1321, 1324 (11th Cir. 2021).

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B. Plaintiffs Allege No Direct Violation By CSI

Plaintiffs allege that CSI “directly” violated the TVPRA, yet they fail to

allege any actions by CSI that violated the statute. (FAC ¶¶ 2, 4, 216, 230,

245.) The FAC never alleges that any CSI officer, director, staff member or

employee engaged in any conduct against Plaintiffs. Instead, Plaintiffs allege

that CSI licenses Scientology’s intellectual property to Scientology-affiliated

entities, which pay CSI licensing fees. (Id. ¶¶ 19-20.) But the FAC fails to allege

any connection between CSI’s alleged licensing arrangements and the alleged

trafficking. Plaintiffs also allege that CSI “control[s]” “Flag Ship Trust, which

among other things owns the company that owns the Scientology ship,

Freewinds.” (Id. ¶¶ 19-20, 39.) But the FAC does not explain how CSI’s alleged

“control” of a trust that supposedly owns a company that owns the Freewinds

might make CSI responsible for anything that occurred on that ship. Indeed,

Plaintiffs do not even explain what “control” means in this context—they do

not allege whether CSI is or was a trustee, trustor, or beneficiary of the trust

or any other fact explaining how CSI exercised that control. These conclusory

allegations cannot state a plausible claim for relief.6

Instead, each count in the Complaint provides only shotgun allegations

that “reallege and incorporate by reference” these minimal allegations, with no

6The FAC also alleges that CSI hosts a gala and stores some documents at Flag Base. (Id. ¶ 20.) CSI
assumes Plaintiffs do not intend to premise liability upon these allegations.

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further explanation. (FAC ¶¶ 214, 221, 228, 231, 235, 242, 250.) And rather

than explain how CSI violated the statute or otherwise is liable to Plaintiffs,

each count in the Complaint merely recites the TVPRA’s statutory elements,

(compare FAC ¶ 216 with 18 U.S.C. § 1589, FAC ¶ 235 with 18 U.S.C. § 1590,

FAC ¶ 244 with 18 U.S.C. § 1581), and states that all “Defendants” committed

the relevant acts without alleging any specific conduct by CSI against

Plaintiffs anywhere in the FAC. This is insufficient. See Barmapov, 986 F.3d at

1324. Because Plaintiffs offer no facts plausibly alleging that CSI had any

direct role in extracting forced labor from them, trafficking them, or holding

them in peonage, Plaintiffs’ direct claims should be dismissed.

C. Plaintiffs Allege No Attempted Violation By CSI

Counts I, III, and V also assert claims against CSI for attempted TVPRA

violations under 18 U.S.C. § 1594(a). (FAC ¶¶ 218, 232, 247.) To prevail on a

claim of attempt under the TVPRA, Plaintiffs must plausibly allege that CSI

“(1) knowingly intended to [violate the TVPRA] and (2) took a substantial step

toward committing that crime.” See United States v. Cooper, 926 F.3d 718, 735

(11th Cir. 2019). A substantial step must strongly corroborate the firmness of

the defendant’s criminal intent. Monroe, 866 F.2d at 1366. Intent must be

accompanied by “significant conduct” to constitute an actionable attempt.

United States v. Resendiz-Ponce, 549 U.S. 102, 107 (2007).

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Yet the FAC fails to plead any facts suggesting that CSI had a specific

intent to violate the TVPRA or that it took a substantial step toward that

violation. The FAC does not allege how CSI’s alleged licensing and its supposed

“control” of a trust that is twice-removed from the Freewinds – even if true –

amounts to an attempted statutory violation. Instead, each count in the FAC

merely parrots the statutory language and claims that every Defendant

“attempted” to violate every cited provision. (Compare 18 U.S.C. § 1594(a) with

FAC ¶¶ 218, 232, 247.) The Court should dismiss these unsupported shotgun

pleadings as well. See Barmapov, 986 F.3d at 1324.

D. Plaintiffs Allege No Beneficiary Liability By CSI

Counts I, III, and V also assert a beneficiary claim under 18 U.S.C.

§ 1595(a). (FAC ¶¶ 217, 231, 246.) A beneficiary claim requires the plaintiff

plausibly allege “that the defendant (1) knowingly benefitted, (2) from taking

part in a common undertaking or enterprise involving risk and potential profit,

(3) that undertaking or enterprise violated the TVPRA as to the plaintiff, and

(4) the defendant had constructive or actual knowledge that the undertaking

or enterprise violated the TVPRA as to the plaintiff.” Red Roof, 21 F.4th at 726.

In Red Roof, the plaintiffs tried to prove a beneficiary claim against hotel

chain franchisors by alleging that the franchisors licensed their brands to the

hotels where the trafficking occurred. Id. at 719, 720, 726. Under those

licensing agreements, the hotels paid the franchisors’ royalties and other fees,

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calculated as a percentage of room revenue, including revenue from the rooms

in which each plaintiff was trafficked. Id. at 726. The franchisors also allegedly

“owned, managed, supervised, operated, oversaw, controlled the operation of,

and/or were inextricably connected to the renting of rooms.” Id. (quote

omitted). The Eleventh Circuit noted that “these allegations may suggest that

the franchisors financially benefitted from” the alleged TVPRA violations. Id.

at 727. But that did not establish a beneficiary claim under the statute,

because it does “nothing to show that the franchisors participated in a common

undertaking involving risk or profit that violated the TVPRA.” Id. This

remains true even if the franchisors knew about the alleged trafficking,

because “observing something is not the same as participating in it.” Id.

Like the franchisors in Red Roof, CSI allegedly collects revenues under

licensing agreements it has with various Scientology entities. (FAC ¶ 19.) But

as the Eleventh Circuit explained, licensing arrangements are not enough to

give rise to liability under the TVPRA. Red Roof, 21 F.4th at 726. Indeed, the

licensing alleged here is even more remote than in Red Roof. There, the hotel

franchisors’ royalties, based on room revenue, bore at least some relation to the

alleged trafficking in the rooms. But Plaintiffs allege no connection between

CSI’s licensing of intellectual property and the trafficking alleged here.

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Plaintiffs’ allegation that CSI “controls” a trust that owns a company

that owns the Freewinds also fails to support beneficiary liability. (See FAC

¶ 19.) In Red Roof, the plaintiffs claimed that the franchisors “owned,

managed, supervised, operated, oversaw, controlled the operation of, and/or

were inextricably connected to the renting of rooms” at the hotels. Red Roof,

21 F.4th at 727. Those allegations did not show a “common undertaking

involving risk or profit that violated the TVPRA.” Plaintiffs’ allegations here

are even more remote than those rejected in Red Roof. Plaintiffs allege only

the most tenuous relationship between the Freewinds and CSI—and they do

not even suggest that CSI exercised any operation, supervision, or control of

the vessel or anyone aboard it. But even if CSI had exercised management or

control, that still would be insufficient to give rise to beneficiary liability under

section 1595(a).

Rather than allege facts, Plaintiffs offer only a rote recitation of the

statutory elements found in section 1595(a). (Compare FAC ¶¶ 162, 176, 191

with 15 U.S.C. § 1595(a).) Plaintiffs’ failure to allege any plausible violation by

CSI requires the Court to dismiss Counts I, III, and V.

E. Plaintiffs Allege No Conspiracy Involving CSI

Counts II, IV, and VI assert conspiracy liability under 18 U.S.C.

§ 1594(b). (FAC ¶¶ 224, 238, 253.) Conspiracy requires “an agreement to

violate the prohibition on forced labor.” Paguirigan v. Prompt Nursing Emp.

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Agency LLC, 286 F. Supp. 3d 430, 440 (E.D.N.Y. 2017) (citing United States v.

Svoboda, 347 F.3d 471, 476–477 (2d. Cir. 2003)). Although Plaintiffs need not

“plead the existence of an explicit agreement,” they must still “allege facts that

plausibly show that [CSI] entered into a joint enterprise with consciousness of

its general nature and extent.” Id. (quote omitted). But the FAC contains no

such facts. CSI’s licensing of intellectual property and “control” of a trust that

owns a company that owns the Freewinds do not plausibly show that CSI

intentionally agreed with anyone to violate the TVPRA. Because Plaintiffs

offer no factual allegations plausibly supporting their conspiracy claims, the

Court should also dismiss Counts II, IV, and VI.

CONCLUSION
For all these reasons, CSI requests that the Court either dismiss CSI for

lack of personal jurisdiction, compel arbitration of Plaintiffs’ claims against

CSI, or dismiss Plaintiffs’ claims against CSI for failure to state a claim.

Local Rule 3.01(g) Certification

The undersigned counsel hereby certify that the undersigned conferred

with Plaintiffs’ counsel, Neil Glazer and Zahra Dean of Kohn Swift &

Graf, PC and Gregory Hansel of Preti Flaherty Beliveau & Pachios,

Chartered LLP who do not agree to the relief sought in the instant Motion.

Counsel further certifies that this Motion is brought in good faith and not for

any improper purpose.

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Dated: August 23, 2022 Respectfully submitted,

WINSTON & STRAWN LLP

s/ William H. Forman
William H. Forman, pro hac vice
[email protected]
Winston & Strawn LLP
333 South Grand Avenue
Los Angeles, CA 90071
Telephone: (213) 615-1992
Facsimile: (213) 615-1750

s/ Gustavo J. Membiela
Gustavo J. Membiela (Fla. Bar No. 513555)
[email protected]
Winston & Strawn LLP
200 S. Biscayne Boulevard, Suite 2400
Miami, FL 33131
Telephone: (305) 910-0717
Facsimile: (305) 910-0505

Counsel for Defendant

Church of Scientology International

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