OPINION & ORDER Before the Court is a motion by Defendants Conde Nast and FremantleMedia North America, Inc. (“Fremantle”) to dismiss the complaint filed by Plaintiffs Inspired Capital, LLC (“Inspired”) and Erica Gary (“E. Gary”), derivatively and on behalf of Inspired Food Solutions, LLC (“IFS”), for failure to state a claim under Federal Rule of Civil Procedure 12(b)(6), comply with the pleading requirements of Federal Rule of Civil Procedure 9(b), and join necessary and indispensable parties. For the reasons set forth below, Defendants’ motion is granted.I. BackgroundA. Factual BackgroundFor the purposes of this motion to dismiss, the facts as alleged in the complaint are assumed to be true.1. The Formation of IFS and InspiredCalvin Harris (“Harris”) formed IFS — a Florida limited liability company with its principal place of business in Miami-Dade County, Florida — in 2012 to develop, manufacture, and distribute lifestyle food brands and products. (Compl. 15.) Harris hired E. Gary and the company Davis Gary Trusted Advisors as consultants to help raise capital from investors, including Issa Gary (“I. Gary”) and Demetrius Walton (“Walton”). (Id. 16.) Harris explained to I. Gary and Walton that he intended to develop a line of frozen food entrees that would be owned by IFS but marketed and promoted by Fremantle and Conde Nast under Conde Nast’s SELF Brand. (Id. 17.) I. Gary and Walton decided to invest in IFS and formed the company Inspired, a Florida limited liability company with its principal place of business in Miami-Dade County, Florida, to be able to do so. (Id. 18.)On or about March 2013, IFS and Inspired entered into a Memorandum of Understanding (“MOU”) pursuant to which Inspired infused an initial $100,000 of working capital into IFS to secure a marketing and promotion agreement with Conde Nast and Fremantle, Conde Nast’s authorized representative. (Id. 20.)2. IFS’ Operating AgreementOn or about May 7, 2013, Inspired, Harris, and E. Gary entered into the Florida Limited Liability Company Agreement of Inspired Food Solutions, Inc. (the “Operating Agreement”), pursuant to which Inspired made another capital contribution of $500,000. (Id. 21-22.) In return, Inspired received a fifteen percent interest in IFS and the right to quarterly royalties and other payments, including a $1.5 million lump sum payment on or before December 31, 2018. (Id. 22.) Harris made no capital contribution to IFS but retained eighty-four percent of the company. (Id. 22.) E. Gary received the remaining one percent. (Id. 23.)3. The License Agreement with Conde Nast and Fremantle and IFS’ Development of Recipes and Food ProductsAfter executing the Operating Agreement, Harris started developing food recipes and spent about eight months testing and refining them. (Id. 30.) On March 15, 2013, he executed a Binding Merchandising Deal Memo (“Deal Memo”) with Conde Nast and Fremantle, which outlined the terms pursuant to which Conde Nast would grant a license to IFS to use Conde Nast’s SELF trademark to produce, distribute, and promote IFS’ food products in exchange for royalties. (Id. 31.) In May 2013, IFS, Conde Nast, and Fremantle executed a License Agreement (the “IFS License Agreement”), which adopted the terms outlined in the Deal Memo. (Id. 32.) The IFS License Agreement also contained a confidentiality provision prohibiting the parties from disclosing or using each other’s confidential information. (Compl. Ex. C §12.8.)4. Harris Dissolves IFS and Forms BenevidaPlaintiffs claim that five days after Defendants prepared a Press Kit for their collaboration with IFS, Harris concocted a scheme to oust Inspired and E. Gary as members of IFS. Plaintiffs contend that Harris wanted only himself, a new potential investor named Steve Howell (“Howell”), Conde Nast, and Fremantle to “reap the economic benefits of IFS’ food recipes, the food products developed with the recipes and other IFS[] Intellectual Property and Confidential Information.” (Compl. 40.)According to Plaintiffs, on or about November 26, 2013, Harris contacted and informed Howell of an investment opportunity relating to the frozen food products IFS developed. (Id. 41.) Shortly afterwards, Harris and Howell began to devise ways to oust Inspired and E. Gary from IFS. (Id. 42.) Their first plan was to have Howell make an offer to purchase Inspired’s and E. Gary’s interests in IFS, and to induce E. Gary and Inspired into accepting the offer by claiming that IFS was insolvent. (Id.
43-44.) According to Plaintiffs, there were two reasons why IFS was indeed still solvent: first, Inspired and E. Gary had agreed to secure additional financing for the company, and, second, IFS had secured an extension for an upcoming payment owed to Conde Nast and Fremantle that IFS had been at risk of missing. (Id.
