This excerpt from a United States Court of Appeals for the Eleventh Circuit opinion addresses a breach-of-contract case between AST & Science LLC and Delclaux Partners SA. The core issue revolves around subject-matter jurisdiction, specifically whether the district court possessed federal-question jurisdiction after determining it lacked diversity jurisdiction. The appellate court reviews the application of the Grable test, a four-factor framework used to establish federal-question jurisdiction for state-law claims with embedded federal issues. Ultimately, the court concludes that the federal issue—whether Delclaux acted as an unregistered broker-dealer—is not "substantial" enough to warrant federal jurisdiction, leading to the vacation of the lower court's judgment and a remand for dismissal.