Bernardin v. Bernadin

Background

In July 2025, Plaintiffs Jack & Joe's Franchising, Inc. ("JJFI") and Jack & Joe's Management Company (collectively "Squeegee Squad") filed suit against Defendant EB Window Cleaning LLC and its owner, Defendant Eric Bernadin, alleging material breach of a Franchise Agreement and defamation. Bernadin is a personal guarantor to the Franchise Agreement. Squeegee Squad also sought a preliminary injunction.

EB Window Cleaning LLC failed to timely respond or obtain legal representation and, in December 2025, Squeegee Squad applied for entry of default against it. In March 2026, the court granted Squeegee Squad's motion for a preliminary injunction, enjoining both EB Window Cleaning and Bernadin from: (1) violating the post-termination noncompete provision in the Franchise Agreement; (2) engaging in acts of defamation against Squeegee Squad; and (3) making unauthorized use of Squeegee Squad's trademarks. The court also ordered them to fulfill all post-termination obligations under the Agreement.

EB Window Cleaning remains unrepresented and in default. Bernadin, appearing pro se (without a lawyer), filed an Answer and raised four counterclaims against Squeegee Squad: (1) breach of contract; (2) wrongful termination/breach of agreement; (3) interference with business relationships; and (4) unjust enrichment. On April 23, 2026, Squeegee Squad filed a motion to dismiss all four counterclaims under Rule 12(b)(6) of the Federal Rules of Civil Procedure — the rule allowing dismissal for failure to state a legally sufficient claim.

Legal Standard

To survive a Rule 12(b)(6) motion to dismiss, a claimant must allege facts sufficient to make the claim "plausible on its face" — meaning more than mere speculation or conclusory statements. Courts must treat all factual allegations as true and draw reasonable inferences in the claimant's favor, but are not required to accept unsupported legal conclusions. The court additionally noted its obligation to construe pro se pleadings (filings by people without lawyers) more liberally than those drafted by attorneys.

Choice of Law

The court had previously applied Florida substantive law to Squeegee Squad's contract claims and did so again for Bernadin's breach-of-contract counterclaims. For the unjust-enrichment and tortious-interference counterclaims, the court found no meaningful conflict between Florida and Minnesota law, so no choice-of-law analysis was required for those claims.

Counterclaims 1 and 2 — Breach of Contract and Wrongful Termination/Breach of Agreement

Under Florida law, a breach-of-contract claim requires showing: (1) the existence of a contract; (2) a breach of the contract; and (3) damages caused by the breach. A claimant must also allege that they substantially performed their own obligations under the contract, and the alleged breach must be "material" — central to the contract.

The court found both counterclaims inadequately pled:

- Counterclaim 1 (Breach of Contract): Bernadin alleged that Squeegee Squad made representations about referring business to him outside his territory and failed to honor those agreements. However, the pleading did not specify what the agreements were, how Squeegee Squad failed to honor them, or whether Bernadin himself had substantially performed his obligations. It was also unclear whether Bernadin was alleging breach of the Franchise Agreement itself or some other agreement.

- Counterclaim 2 (Wrongful Termination/Breach of Agreement): Bernadin alleged that Squeegee Squad terminated the franchise relationship improperly and inconsistently with the agreement's terms. However, he failed to identify which specific terms were violated, did not allege his own substantial performance, and offered only a conclusory damages statement.

The court also addressed Squeegee Squad's argument that Bernadin, as a personal guarantor rather than a direct party to the Franchise Agreement, lacked standing (the legal right) to bring claims to enforce the Agreement. The court was not persuaded by this argument at this stage, finding Squeegee Squad's cited cases not squarely on point, and noting that Bernadin's relationship to the Agreement — including being subject to injunctive relief based on it — made him more than a standard outsider.

Both counterclaims were dismissed.

Counterclaim 4 — Unjust Enrichment

Unjust enrichment is an equitable remedy (a court-created remedy based on fairness) that applies when no enforceable contract governs the parties' relationship. Under both Florida and Minnesota law, a party generally cannot pursue unjust enrichment where a valid express contract exists covering the same subject matter.

Squeegee Squad argued the claim must fail because a valid contract governs the parties' relationship. The court disagreed, noting that courts routinely allow unjust-enrichment claims pled in the alternative to contract claims to proceed at the pleading stage. Giving Bernadin all reasonable inferences and liberally reading his pro se pleading, the court found the unjust-enrichment counterclaim adequately stated and allowed it to proceed.

Counterclaim 3 — Interference with Business Relationships (Tortious Interference)

Under both Florida and Minnesota law, a tortious-interference-with-business-relationships claim requires showing, among other things, an intentional and unjustified interference with the plaintiff's reasonable expectation of economic benefit.

Bernadin alleged that he developed relationships with property managers and clients, and that Squeegee Squad interfered with those relationships by redirecting business and requiring him to share contact information. The court found these allegations too vague: Bernadin did not describe how Squeegee Squad's actions disrupted his business opportunities, allege that the interference was wrongful, or identify the specific relationships affected. The counterclaim was dismissed.

Leave to Amend

Bernadin attached to his response brief a document labeled "Amended Answer and Counterclaim." The court denied his request for leave to amend using that proposed document because it did not address the deficiencies identified by Squeegee Squad or supply additional factual allegations — it simply asserted, without legal support, that the pleading standard had been met. The court left open the possibility of considering a future, properly supported motion for leave to amend in light of this Order.

Disposition

The court granted Squeegee Squad's motion to dismiss in part and denied it in part: