Securities Regulation Daily Wrap Up, BROKER-DEALERS—11th Cir.: Defendant couldn’t refute finder’s unjust enrichment award, (Jul 30, 2025)

By Jay Fishman, J.D.

The finder’s unregistered broker-dealer status did not negate the jury’s $500,000 award.

The United States Court of Appeals for the Eleventh Circuit affirmed Florida’s Southern District Court’s decision finding the defendant liable to the plaintiff for the jury’s $500,000 unjust enrichment award. The plaintiff, a long-time friend and colleague of the defendant, acted as a “finder” in this case; while the plaintiff was not a registered broker-dealer, the jury found that the award justifiably compensated him for finding the defendant a buyer for the defendant’s business (Hayden v. Urvan, No. 24-13146 (11th Cir. July 30, 2025)).

The finder found a buyer. The defendant, in March 2020, tasked his friend and on-again-off-again business partner, the plaintiff, with finding a buyer for the defendant’s gun and ammunition business. They entered into an unsigned agreement where the defendant would pay the plaintiff 1 percent of the transaction’s total value. The plaintiff was not registered as a broker-dealer either federally or in Florida. The plaintiff subsequently introduced the defendant to the president of another company, and this president ultimately found the buyer.

The defendant sues. When the defendant refused to pay the plaintiff the 1 percent, totaling $2.4 million, the plaintiff sued him for it. The jury awarded the plaintiff $500,000 as unjust enrichment—1 percent of the $50 million the defendant received in cash--and the defendant appealed, requesting that the jury’s award be set aside as a judgment as a matter of law.

Court strikes down defendant’s affirmative defenses. The defendant asserted several affirmative defenses that the court struck down. The court first remarked that all reasonable inferences would be viewed in the plaintiff’s favor; more specifically, that a jury verdict would not be overturned unless “no rational trier of fact could have reached the same conclusion based on the evidence in the record.”

• Affirmative defense #1: that defendant already paid the president of the other company for directly finding him the buyer, and that paying the plaintiff would be an unjust duplication. But the court disagreed, declaring that the plaintiff and the president received separate benefits: while the president actually found the buyer, the transaction would not have occurred without the plaintiff’s initial introduction. Moreover, the defendant never gave the plaintiff the authority to actually make the sale, just find a buyer, which he did, though inadvertently, by finding the person who would ultimately make the sale—and this also justifies receivable compensation.

• Affirmative defense #2: that the jury award amount was not rational. Yet, it was rational, the court stated, because the calculation was what the parties agreed to and the plaintiff found it fair.

• Affirmative defense #3: that plaintiff was not entitled to the award because he was not registered as a broker, particularly in Florida where the transaction occurred. The court reiterated Florida court precedent that the “broker” definition is construed broadly. Those courts particularly construe the definition broadly in situations, like this one, where the defendant would gain an unconscionable advantage by avoiding a just obligation that he contracted to pay for.

This case is No. 24-13146.

Judge: Wilson, C.

Attorneys: Adam Rabin (Rabin Kammerer Johnson) for Matthew Hayden. Joanne M. O'Connor (Jones Foster P.A.) for Steven F. Urvan.

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