Florida companies often transact business outside the State of Florida and abroad. When those transactions go wrong, it can be important for both strategic and convenience reasons for the litigation to occur in Florida. Peter Mavrick is a Fort Lauderdale business litigation lawyer. The Mavrick Law Firm represents clients in breach of contract litigation, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, and other legal disputes in federal and state courts and in arbitration.
In the seminal precedent Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla. 1989), the Supreme Court of Florida stated in pertinent part:
In determining whether long-arm jurisdiction is appropriate in a given case, two inquiries must be made. First, it must be determined that the complaint alleges sufficient jurisdictional facts to bring the action within the ambit of the statute; and if it does, the next inquiry is whether sufficient “minimum contacts” are demonstrated to satisfy due process requirements.
Personal jurisdiction can be “general” or “specific.” General personal jurisdiction arises when a party has enough contact with Florida that Florida has personal jurisdiction in any controversy. § 48.193(2), Fla. Stat. (Florida has personal jurisdiction over a party when “[a] defendant who is engaged in substantial and not isolated activity within this state, whether such activity is wholly interstate, intrastate, or otherwise, is subject to the jurisdiction of the courts of this state, whether or not the claim arises from that activity”). For Florida courts to have personal jurisdiction over a company, the reason for the lawsuit must arise in relation to the conduct in Florida.
Merely because an out-of-state party entered into a contract with a Florida company does not justify the extension of Florida’s jurisdiction. Alan Richard Textiles, Ltd. v. Vertilux, Inc., 627 So.2d 529 (Fla. 3d DCA 1993) (“[A] contract alone [is] not sufficient to establish minimum contacts with the forum state so as to allow the out-of-state party to be sued in [Florida]”). Instead, an out-of-state company can become subject to personal jurisdiction by “[c]omitting a tortious act within [Florida]” or “[b]reaching a contract in [Florida] by failing to perform acts required by the contract to be performed in [Florida].” § 48.193 (1)(a)(1) and (7), Florida Statutes. Additionally, the out-of-state company can submit to Florida jurisdiction if agreed to in the contract. § 48.193(1)(a)(9), Florida Statutes.
Courts strictly construe the personal jurisdiction statutes to ensure that the extension of jurisdiction is not a violation of a defendant’s due process rights. Therefore, courts require that defendants have sufficient minimum contacts with Florida before exercising extra-territorial jurisdiction on out-of-state companies. “Factors that go into determining whether sufficient minimum contacts exist include the foreseeability that the defendant’s conduct will result in suit in the forum state and the defendant’s purposeful availment of the forum’s privileges and protections.” Taskey v. Burtis, 785 So.2d 557 (Fla. 4th DCA 2001).
Contracts which simply happen to be performed in Florida do not necessarily impose jurisdiction on the out-of-state party under § 48.193(1)(a)(7). “The mere fact […] that [a defendant] allegedly breached a contract by failing to make payments on the contract in Florida would not constitute sufficient minimum contacts with this state to satisfy due process.” Cornerstone Inv. Funding, LLC v. Painted Post Grp., Inc., 188 So. 3d 904 (Fla. 4th DCA 2016).
Peter Mavrick is a Fort Lauderdale business litigation attorney. This article does not serve as a substitute for legal advice tailored to a particular situation.