In a case brought by investors in a now-defunct Cayman Islands-based hedge fund, the Southern District of Florida granted the motion to dismiss Grant Thornton International (“GTI”) based on a lack of personal jurisdiction, but denied the motion as to Grant Thornton Cayman Islands (“GT Cayman”) and Grant Thornton Ireland (“GT Ireland”). The complaint asserted claims for negligent misrepresentation, aiding and abetting fraud, and aiding and abetting breach of fiduciary duty against GTI, GT Cayman, GT Ireland, and Bolder Fund Services (USA) and Bolder Fund Services (Cayman) (collectively, “Bolder”), which were alleged to have provided auditing, accounting, or administrative services to the hedge fund.

 

First, the court dismissed claims against Bolder based on a forum selection clause in the subscription agreement. The court found that GTI, GT Cayman, and GT Ireland could not rely on forum selection clauses in the subscription agreement because they were not parties, nor could they rely on the forum selection clause in their engagement letters because the plaintiffs were not signatories. Next, the court found that GTI had no contacts with Florida, and GT Cayman and GT Ireland were not its agents, and thus GTI was not subject to personal jurisdiction. The court, however, found that GT Cayman and GT Ireland had sufficient contacts with Florida to satisfy due process and the state’s long arm statute by virtue of communications into Florida and meetings held within the state. Finally, the court found that the plaintiffs sufficiently pled the elements of the substantive claims against GT Cayman and GT Ireland, and thus denied their motions to dismiss.

 

The case is Todd Benjamin Int’l, Ltd. & Todd Benjamin, v. Grant Thornton Int’l, Ltd. et al., No. 20-21808-CIV (S.D. Fla. July 11, 2023). The lead plaintiff is represented by Levine Kellogg Lehman Schneider & Grossman LLP, Silver Law Group, Gibbs Law Group LLP, and Weinberg, Wheeler, Hudgins, Gunn and Dial; GTI is represented by Morgan, Lewis & Bockius LLP and Stroock & Stroock & Lavan LLP; GT Cayman is represented by Phelps Dunbar, LLP; GT Ireland is represented by Cole Scott Kissane PA; and the Bolder entities are represented by Clyde & Co US LLP. A copy of the Order is attached.