Florida/Georgia Personal Injury & Workers Compensation

...Vega, Coral Gables; Carlton Fields and Matthew J. Conigliaro and Stephanie C. Zimmerman, St. Petersburg, for appellee. Before RAMIREZ, SUAREZ, and CORTIÑAS, JJ. CORTIÑAS, J. We review an issue of first impression for Florida courts, that is, whether, pursuant to sections 685.101-.102, Florida Statutes (1989), parties to a commercial contract can, by agreement alone, confer personal jurisdiction on a Florida court....

...Decided in 1987, McRae addressed only section 48.193 and determined that "[c]onspicuously absent from the long arm statute is any provision for submission to in personam jurisdiction merely by contractual agreement." Id. at 543. Two years after McRae was decided, the Legislature promulgated sections 685.101-.102, which are contained within the Contract Enforcement Chapter of the Commercial Relations Title of Florida Statutes. Section 685.101, titled Choice of Law, provides in pertinent part, that: The parties to any contract, agreement, or undertaking ......

...in consideration of or relating to any obligation arising out of a transaction in the aggregate not less than $250,000 ... may, to *162 the extent permitted under the United States Constitution, agree that the law of this state will govern such contract... whether or not such contract ... bears any relation to this state. § 685.101(1), Fla. Stat. (1989). However, there are limits to the reach of section 685.101. Section 685.101 does not apply to any contract, agreement, or undertaking: (a) Regarding any transaction which does not bear a substantial or reasonable relation to this state in which every party is either or a combination of: 1. A resident and citizen of the United States, but not of this state; or 2. Incorporated or organized under the laws of another state and does not maintain a place of business in this state. § 685.101(2), Fla. Stat. (1989). Otherwise stated, section 685.101 " only applies if either 1) the contract bears a substantial or reasonable relation to Florida, or 2) at least one of the parties is either a resident or citizen of Florida (if a person), or is incorporated or organized under the laws...

...tains a place of business in Florida (if a business)." Edward M. Mullins & Douglas J. Giuliano, Contractual Waiver of Personal Jurisdiction Under F.S. § 685.102: The Long-Arm Statute's Little-Known Cousin, 80-May Fla. B.J. 36, 37 (2006). Related to section 685.101 is section 685.102, titled Jurisdiction, which states that: Notwithstanding any law that limits the right of a person to maintain an action or proceeding, any person may, to the extent permitted under the United States Constitution, m...

...erson or other entity residing or located outside this state, if the action or proceeding arises out of or relates to any contract, agreement, or undertaking for which a choice of the law of this state, in whole or in part, has been made pursuant to s. 685.101 and which contains a provision by which such person or other entity residing or located outside this state agrees to submit to the jurisdiction of the courts of this state....

...Florida or have at least one of the parties be a resident of Florida or incorporated under its laws. Thus, as long as one of the parties is a resident of Florida or incorporated under its laws, and the other statutory requirements are met, sections 685.101-.102 operate irrespective of whether the underlying contract bears any relation to Florida and notwithstanding any law to the contrary. See §§ 685.101 and 685.102, Fla. Stat. The language of the statute is clear. By promulgating sections 685.101-.102, *163 the Legislature allowed contracting parties to dispense with the more restrictive Florida long-arm limitations....

...In section 685.102, the Legislature, by its clear terms, granted parties the very right that McRae and its progeny found conspicuously absent in section 48.193; the right to confer personal jurisdiction by agreement. Further, we must assume the Legislature knew the existing law when it passed sections 685.101-.102....

...However, the Legislature could not, and did not, dispense with the due process requirements of the United States Constitution. Instead, it made the due process requirement the sole inquiry when considering the issue of personal jurisdiction in cases governed by sections 685.101-.102....

...Sudline, 849 So.2d 466, 469 (Fla. 4th DCA 2003); see Desai Patel Sharma, Ltd. v. Don Bell Indus., Inc., 729 So.2d 453, 454 (Fla. 5th DCA 1999) ("Personal jurisdiction, unlike subject matter jurisdiction, may be conferred by agreement."). Applying the five requirements of sections 685.101-.102 to the facts of this case, we find that Jet's motion to dismiss for lack of personal jurisdiction was properly denied....

...ess of $250,000, (4) pursuant to Desai and Burger King Corp., created minimum contacts without violating the United States Constitution, and (5) was executed by a party incorporated under the laws of the state of Florida. Accordingly, under sections 685.101-.102, the parties properly conferred personal jurisdiction over each other in Florida....

...ndant have certain minimum contacts with the forum such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice." Venetian Salami Co., 554 So.2d at 500. [3] Even after the Legislature passed sections 685.101-.102, courts still quote with approval the language of McRae: "Conspicuously absent from the long arm statute is any provision for submission to in personam jurisdiction merely by contractual agreement." See Four Star Resorts Bahamas, Ltd. v. Allegro Resorts Mgmt. Servs., Ltd., 811 So.2d 809, 811 (Fla. 3d DCA 2002). These references, however, merely parrot the rule as it relates to section 48.193 and, we believe, have no effect on the impact of sections 685.101-.102.

...or the exercise of personal jurisdiction over a non-resident defendant. In this case, the parties agreed to the jurisdiction of Florida’s courts in a contract, and we find that because the parties’ contract satisfied the requirements of sections 685.101 and 685.102, Florida Statutes (2015), the exercise of personal jurisdiction by Florida’s courts does not offend due process....

...Shoe Co. v. Washington, 326 U.S. 310 , 66 S.Ct. 154 , 90 L.Ed. 95 (1945). However, if the operating agreement was at issue in the complaint, the choice of law *300 and venue, provisions are at issue, and jurisdiction must be analyzed.under sections 685.101 and 685.102, Florida Statutes (2015)....

...[was] any provision for submission to in person-am jurisdiction merely by contractual agreement.” Id. at 543 . Such a provision is no longer conspicuously absent. As we noted in Hamilton , after McRae was decided, the legislature enacted sections 685.101 and 685.102, Florida Statutes, which allow Florida courts to exercise personal jurisdiction in certain circumstances not otherwise provided for under Florida’s long-arm statute. Hamilton, 142 So.3d at 971 . When sections 685.101 and 685.102 are satisfied, personal jurisdiction may be exercised and the courts may dispense with the more traditional minimum contacts analysis. Medytox Diagnostics, Inc. v. Samuels, No. 14-CIV-20719, 2014 WL 12606310 , at *5 (S.D. Fla. July 18, 2014) (citations omitted). In other words, sections 685.101 and 685.102 allow parties to confer jurisdiction on the courts of Florida by contract alone if certain requirements are met....

...3d DCA 2009), the Third District identified these requirements as five jurisdictional factors. We have since applied these factors in Hamilton . Based upon the plain language of the statutes and relevant case law, in order for a Florida court to exercise personal jurisdiction over a non-resident pursuant to sections 685.101 and 685.102, the contract must: (1) Include a choice of law provision designating Florida law as the governing law, in whole or in part; (2) Include a provision whereby the nonresident agrees to submit to the jurisdiction of the courts of Flo...

...not less than $250,000; (4) Not violate the United States Constitution; and (5) Either bear a substantial or reasonable relation to Florida or have at least one of the parties be a resident of Florida or incorporated under the laws of Florida. See §§ 685.101, .102, Fla....

...However, calculating consideration under this factor is not as limited as the Defendants imply. The statutory re *302 quirement of $250,000 is satisfied when the contract is “in consideration of or relating to any obligation arising out of a transaction involving in the aggregate not less than $250,000.” § 685.101(1), Fla. Stat. (2015). As one court noted, “even if the parties to an agreement do not exchange at least $250,000, section 685.101 may still apply if, an aggregate of more than $250,000 arises from transactions related to the contract.” Upofloor Americas, Inc....

...or relating to any obligation’ language.”). In this case, the Plaintiff presented unrefuted evidence that the operating agreement satisfied that jurisdictional threshold. Conclusion The Plaintiffs complaint satisfied the requirements of sections 685.101 and 685.102, Florida Statutes (2015)....

...Defendants from pursuing litigation in Fiji that arises or relates to their agreements. [D.E. 11]. Plaintiff filed its Opposition on May 6, 2009, claiming that jurisdiction is proper because Defendants' activity satisfies Florida long-arm statutes §§ 685.101-02 and §§ 48.193(1)(a), (1)(b) and due process requirements....

...28], We ordered the parties to file supplemental briefing by June 24, 2009 regarding the relevance of the Florida Third District Court of Appeals decision that found that a forum selection clause alone could confer personal jurisdiction on a Florida court under §§ 685.101-02....

...Florida cannot exert jurisdiction over Defendants because Plaintiffs claims do not meet the jurisdictional requirements of Florida's long-arm statute. [D.E. 17]. Plaintiff responds that personal jurisdiction exists under Florida long-arm statutes §§ 685.101-02 and §§ 48.193(1)(a), (1)(b)....

...ive percent of defendant's gross revenue was insufficient to show general course of business). Therefore, Plaintiffs declaratory judgment claims are not subject to personal jurisdiction in Florida under § 48.193(1)(a). 2. Florida Long-Arm Statute §§ 685.101-102 Plaintiff eLandia then argues that the forum selection clause alone confers personal jurisdiction over eLandia's declaratory judgment claims against Defendants James Ah Koy, Kelton, Datec Group, and Michael Ah Koy, as per Florida Statute §§ 685.101-102. Personal jurisdiction exists under §§ 685.101-102 if a contract: includes a forum selection clause designating Florida law as the governing law; includes a provision whereby the non-resident agrees to submit to the jurisdiction of the Florida courts; involves consideration in excess o...

...law as the governing law under the James Ah Koy Stock Purchase Agreement. [D.E. 26 at 11]. Therefore, Plaintiff's declaratory judgment claims against Defendants James Ah Koy and Kelton are clearly subject to personal jurisdiction in Florida under §§ 685.101-102....

...However, Michael Ah Koy argues that the forum selection clause alone cannot confer personal jurisdiction over him because the consideration for the Michael Ah Koy Stock Purchase Agreement is only $22,498. [ Id. ]. Plaintiff eLandia claims, however, that the Defendants incorrectly state that §§ 685.101-102 only allows for the transaction's cash consideration to satisfy the $250,000 threshold....

...eLandia contends that any contract in consideration of "or relating to" any obligation arising out of the transaction can satisfy the $250,000 threshold. [ Id. ]. eLandia thus concludes that the Michael Ah Koy Stock Purchase Agreement falls under §§ 685.101-102 because the forum selection clause also included an agreement to release claims related to the Arrangement Agreement, which is worth $14.6 million. [ Id. ]. We find Plaintiff's argument to have more merit. We must first give effect to the plain and ordinary meaning of § 685.101. See State v. Sousa, 903 So.2d 923, 928 (Fla.2005). Section 685.101 states: The parties to any contract, agreement, or undertaking, contingent or otherwise, in consideration of or relating to any obligation arising out of a transaction involving in the aggregate not less than $250,000, the equivalent...

...of this state will govern such contract, agreement, or undertaking, the effect thereof and their rights and duties thereunder, in whole or in part, whether or not such contract, agreement, or undertaking bears any relation to this state. Fla. Stat. § 685.101 (2009) (emphasis added)....

...Burke Co., 606 So.2d 1154, 1156 (Fla.1992) ("Where the statutory provision is clear and not unreasonable or illogical in its operation, the court [need] not go outside the statute to give it a different meaning."). This language would indeed be superfluous if the drafters of the statute intended to limit the application of § 685.101 to a transaction's cash consideration, as the Defendants argue....

...Moreover, the statute also indicates that the threshold amount could be satisfied by "services or tangible or intangible property," which further shows that the drafters did not intend to limit the threshold amount to purely cash consideration. Fla. Stat. § 685.101 (2009). In addition, the relevant legislative history also buttresses our interpretation of *1336 the plain language meaning of § 685.101....

...Hence, it appears that the Legislature intended to word the threshold criteria flexibly while identifying the outer limits of Bill 109's reach. We find that cash consideration or an obligation related to the particular transaction can satisfy the threshold requirement in §§ 685.101-102....

...The Michael Ah Koy Stock Purchase Agreement required Defendant Michael Ah Koy to release any claims related to the Arrangement Agreement, which was worth more than $250,000. [D.E. 44 at 8]. Therefore, we have personal jurisdiction over Plaintiff's declaratory judgement claim against him under §§ 685.101-102 because the Michael Ah Koy Stock Purchase Agreement's related obligations meet the statutes's $250,000 threshold requirement....

...§ 240.12b-2 standard for a Section *1337 20(a) claim and noting that defendant controlled company because defendant was the president, chief executive officer, and sole shareholder). As we have held that the forum selection clauses in the James Ah Koy and Michael Ah Koy Stock Purchase Agreements satisfy §§ 685.101-102, we must then conclude that we there is personal jurisdiction, for purposes of Florida's Long-Arm provisions, in this Court over Plaintiffs declaratory judgement claim against Datec Group....

...Thayer, 877 F.2d 912, 918 (11th Cir.1989). Defendants instead rehash the argument that the forum selection clauses cannot satisfy both the long-arm statute and due process requirements based on Florida law. Defendants point to the legislative history of Fla. Stat. §§ 685.101-102, which states "the bill excludes contracts in which the concerned parties do not have enough presence in the state (minimum contacts) as to allow the state to adjudicate a future contractual dispute." [D.E....

...orum selection clause to satisfy both the longarm statute and due process requirements. [ Id. ]. We are quite unpersuaded by Defendants' argument. We note first that the Legislature did not include the above quoted language in the final version of §§ 685.101-102. Rather, the statute states that the parties may "to the extent permitted under the United States Constitution agree that the law of this state will govern such contract ...." Fla. Stat. § 685.101 (2009)....

...3d DCA 2002) (declaratory judgment); and Gen. Dev. Corp. v. John H. Gossett Const. Co., Inc., 370 So.2d 380 (Fla. 2d DCA 1979) (unjust enrichment). Accordingly, the Court finds this provision of the Florida Long-Arm Statute inapplicable. 4. Fla. Stat. 685.101 and 685.102 Personal jurisdiction exists under §§ 685.101-102 regardless of Florida’s Long-Arm Statute if a contract includes a forum selection clause designating Florida law as the governing law; includes a provision whereby the non-resident agrees to submit to the jurisdiction of the Florida...

...# 29, ¶ 33) (emphasis in original). . Insurance Corp. of Ireland, Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703-04 , 102 S.Ct. 2099 , 72 L.Ed.2d 492 (1982). . The Complaint also alleges that personal jurisdiction is appropriate under Fla. Stat. §§ 685.101 and 685.102, which is discussed in more detail, below....

...e the claims do not arise from or relate to Defendant's actions or contacts with Florida. (Mot. at 5 (citing Wolf v. Celebrity Cruises, Inc. , 683 F. App'x 786 , 793 (11th Cir. 2017) ).) Defendant further argues that Plaintiff cannot invoke Sections 685.101 and 685.102, Florida Statutes, to establish jurisdiction because she was not a signatory to the Agreement, and the claims do not arise out of the Agreement....

...See id. at *4-7. Judge Altonaga found that although Florida has not always authorized the exercise of jurisdiction upon consent alone, the current state of Florida law permits it. Id. at *4-6. Specifically, in 1989, the Florida legislature enacted Section 685.101 and 685.102, Florida Statutes. Section 685.101 authorizes contracting parties to choose to be bound by Florida law even if the contract does not bear a relation to Florida: The parties to any contract ......

...quivalent value, ... may, to the extent permitted under the United States Constitution, agree that the law of this state will govern such contract ... in whole or in part, whether or not such contract ... bears any relation to this state. Fla. Stat. § 685.101 (1)....

...erson or other entity residing or located outside this state, if the action or proceeding arises out of or relates to any contract, agreement, or undertaking for which a choice of the law of this state, in whole or in part, has been made pursuant to s. 685.101 and which contains a provision by which such person or other entity residing or located outside this state agrees to submit to the jurisdiction of the courts of this state....

...in McRae v. J.D./M.D., Inc. , 511 So.2d 540 , 542 (Fla. 1987), and permit contracting parties to agree to personal jurisdiction in Florida. 13 So.3d 159 , 160 (Fla. Dist. Ct. App. 2009). The language of the statute is clear. By promulgating sections 685.101-.102, the Legislature allowed contracting parties to dispense with the more restrictive Florida long-arm limitations.......

...that complies with [ section] 685.102,' to the enumerated acts which *1274 may subject a non-resident defendant to the jurisdiction of a Florida court." Steffan , 2017 WL 4182203 , at *5. Thus, the current state of Florida law holds that " sections 685.101 and 685.102 allow parties to confer jurisdiction on the courts of Florida by contract alone if certain requirements are met." Corp....

...Fons Attorney at Law P.C. , 225 So. 3d 296 , 301 (Fla. Dist. Ct. App. 2017) (hereafter, " Fons "). Based upon the plain language of the statutes and relevant case law, in order for a Florida court to exercise personal jurisdiction over a non-resident pursuant to sections 685.101 and 685.102, the contract must: (1) Include a choice of law provision designating Florida law as the governing law, in whole or in part; (2) Include a provision whereby the non-resident agrees to submit to the jurisdiction of the courts of Fl...

...000; (4) Not violate the United States Constitution; and (5) Either bear a substantial or reasonable relation to Florida or have at least one of the parties be a resident of Florida or incorporated under the laws of Florida. Id. (citing Fla. Stat. §§ 685.101 , 685.102 ; Hamilton v....

...nvolved [ (at least 20)'], the number of excursions, and the number of years the contract has been in effect [ (11+) ]."); see also Fons , 225 So.3d at 302 ("As one court noted, 'even if the parties to an agreement do not exchange at least $250,000, section 685.101 may still apply if, an aggregate of more than $250,000 arises from transactions related to the contract.' ") (quoting Upofloor Ams., Inc....