Ladenburg Thalmann & Co. Inc. v. Oragenics, Inc. ( 2024 )

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA MIAMI DIVISION CASE NO.: 1:24-cv-21431-GAYLES/GOODMAN LADENBURG THALMANN & CO., INC., Plaintiff, v. ORAGENICS, INC., Defendant. _______________________________/ ORDER THIS CAUSE comes before the Court on Plaintiff’s 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 Plaintiff’s 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) Plaintiffs 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. Df DL UNITED STATES DI CT JUDGE