Sweetbridge Group, LLC, a legal recruiting firm based in Arizona, entered into an agreement in 2022 with the law firm Robinson & Cole LLP to assist in the potential merger of Robinson & Cole with another firm. Sweetbridge’s principal, David Clark, negotiated with Robinson & Cole’s managing partner to identify and facilitate introductions with potential merger candidates in exchange for a success fee if a merger or acquisition resulted from Sweetbridge’s efforts.
Clark and Sweetbridge introduced several firms to Robinson & Cole over the following months, including discussions with a large New York-based firm. Robinson & Cole ultimately declined to move forward with any of the introductions and ended communications with Sweetbridge in 2023. Shortly thereafter, Robinson & Cole completed a merger with a different law firm. Sweetbridge alleged that the merger stemmed from information it provided and demanded payment under the parties’ agreement.
When Robinson & Cole denied liability, Sweetbridge filed suit in the United States District Court for the District of Arizona against the firm and several individual partners. The complaint asserted claims for breach of contract, unjust enrichment, tortious interference, and defamation.
Robinson & Cole moved to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(2) and 12(b)(6), arguing lack of personal jurisdiction and failure to state a claim. The firm contended that it had no substantial connection to Arizona and that all relevant events occurred in Connecticut, where the firm was headquartered. It also asserted that the written agreement required any disputes to be resolved under Connecticut law.
The defendants further argued that the complaint failed to allege a specific merger arising from Sweetbridge’s efforts, as required to trigger payment. They maintained that the firm’s later merger with an unrelated entity was independently negotiated and unrelated to any introductions made by Sweetbridge.
The court first addressed jurisdiction. It found that Robinson & Cole’s communications with Sweetbridge in Arizona, including numerous emails and virtual meetings, were sufficient to establish specific personal jurisdiction because the firm had purposefully directed business activities toward the forum state. The court noted that the agreement was initiated and executed through negotiations with Sweetbridge’s Arizona office, and performance occurred in part through the plaintiff’s work conducted there.
Next, the court considered the sufficiency of the breach of contract and unjust enrichment claims. It held that Sweetbridge plausibly alleged the existence of a valid agreement, performance of services, and nonpayment. The court emphasized that while the defendants disputed causation between Sweetbridge’s introductions and the eventual merger, such factual issues could not be resolved at the pleading stage.
However, the court dismissed the tortious interference and defamation claims. It found that Sweetbridge had not alleged specific statements or conduct constituting defamation under Arizona law. The complaint referenced general negative comments by Robinson & Cole about Sweetbridge’s performance but did not specify where, when, or to whom those statements were made. The court ruled that such conclusory allegations were insufficient under Federal Rule of Civil Procedure 8(a).
Although the contract referenced Connecticut law, the court declined to dismiss the case for improper venue, finding that the clause was permissive rather than mandatory. The agreement stated that disputes “may be governed by Connecticut law,” but did not require litigation to occur there. Because Robinson & Cole conducted significant business electronically with Sweetbridge in Arizona, venue was proper.
On July 25, 2025, the District Court denied Robinson & Cole’s motion to dismiss the breach of contract and unjust enrichment claims, allowing those counts to proceed. It granted dismissal of the defamation and tortious interference claims without prejudice, permitting Sweetbridge to amend its complaint if additional facts could be alleged. The case continued on the central issue of whether Robinson & Cole owed Sweetbridge a fee arising from the merger completed after the termination of their agreement.
If your business is involved in merger negotiations, acquisition agreements, or related disputes, Whitcomb, Selinsky PC assists with mergers and acquisitions matters. Contact our team to learn how we can help you navigate complex transactions and resolve contractual disagreements.