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Global Liaison Consulting Inc. v. Sevo Systems, Inc.

United States District Court, M.D. Florida, Orlando Division

April 7, 2017




         This cause comes before the Court without oral argument on Defendants' Motion to Dismiss, or, in the Alternative, Motion to Transfer and Memorandum in Support (Doc. 5), filed February 1, 2017. On February 15, 2017, Plaintiff responded in opposition. (Doc. 10). Upon consideration, the Court will grant in part and deny in part Defendants' motions.

         I. BACKGROUND

         This lawsuit arises out of a business dispute between Plaintiff, Global Liaison Consulting, Inc. (“GLC”), and Defendants, SEVO Systems, Inc. (“SEVO”) and Fire Fluid Technologies, Inc. (“FFT”). SEVO and FFT manufacture and sell fire fluid equipment and design fire protection systems. On August 8, 2006, SEVO entered into a distributorship agreement (the “Agreement”) with GLC which provided that GLC would be a distributor of SEVO's products in Saudi Arabia and Jordan. In 2007, SEVO and GLC amended the Agreement to provide that GLC would be SEVO's exclusive distributor in Saudi Arabia and Jordan, and, in 2009, SEVO and GLC amended the Agreement again to grant GLC exclusive distributorship rights in an additional twenty-two countries.

         In 2009, GLC learned of a proposed project in Saudi Arabia that offered a chance for GLC to sell SEVO's products. Because of certain legal and regulatory requirements under Saudi Arabian law, GLC secured the services of a local third-party vendor to prepare and present a bid for the project. However, another company, Pan Gulf Industrial Systems Co. (“Pan Gulf”), ultimately submitted the winning bid and became the project's general contractor. Fortunately for GLC and SEVO, the third-party vendor Pan Gulf used to win the contract could not meet the project's specifications. Seizing the opportunity, GLC and SEVO made a proposal directly to Pan Gulf for GLC to become Pan Gulf's vendor for the project and for Pan Gulf to use SEVO's products. Pan Gulf accepted the proposal.

         According to GLC, when GLC contracts with a buyer like Pan Gulf for the sale and purchase of SEVO's products, GLC ordinarily deals with the buyer directly; GLC executes the contract with the buyer, purchases the products from SEVO, and then resells the products to the buyer for a profit. However, GLC states that SEVO convinced it to allow SEVO to contract with Pan Gulf instead. In exchange, SEVO agreed to pay GLC a $600, 000 fee and to split a 5% commission GLC owed to the third-party vendor GLC originally used to submit its bid for the project. As a result of the parties' deal, SEVO entered into an agreement with Pan Gulf and Pan Gulf purchased SEVO's products directly from SEVO.

         Although SEVO has now completed delivery of all of the products that Pan Gulf will use in the project and Pan Gulf has remitted payment for the same, GLC states that SEVO has neither tendered the $600, 000 fee nor paid its share of the 5% commission as promised. GLC therefore sues SEVO for breaking its promise, asserting claims for breach of contract, promissory estoppel, unjust enrichment, and quantum meruit. Additionally, GLC asserts that SEVO and FFT have been competing with GLC in Saudi Arabia and in other Middle Eastern countries where GLC is SEVO's exclusive distributor under the Agreement. GLC consequently sues SEVO for breaching the Agreement and FFT for breaching what GLC describes as some form of contractual arrangement.[1]

         SEVO and FFT now move to dismiss GLC's Complaint pursuant to Federal Rule of Civil Procedure 12(b)(2) for lack of personal jurisdiction. SEVO and FFT aver that they are Kansas citizens who have not availed themselves of Florida's jurisdiction. Alternatively, SEVO and FFT move to transfer venue to the District of Kansas.


         A court must dismiss an action against a defendant over which it lacks personal jurisdiction. See Posner v. Essex Ins. Co., 178 F.3d 1209, 1214 n.6 (11th Cir. 1999). To determine whether the court has personal jurisdiction over a defendant, the court must engage in a two-step inquiry. Mut. Serv. Ins. Co. v. Frit Indus., Inc., 358 F.3d 1312, 1319 (11th Cir. 2004). First, the court must determine whether the plaintiff has alleged sufficient facts to subject the defendant to the forum state's long-arm statute.[2] Id. Second, if the court determines that the forum state's long-arm statute has been satisfied, the court must then decide whether the exercise of personal jurisdiction over the defendant comports with the Fourteenth Amendment's Due Process Clause. Id. The answer to this second step requires the court to examine whether the defendant has established sufficient minimum contacts with the forum state and whether exercising personal jurisdiction over the defendant would contravene traditional notions of fair play and substantial justice. Future Tech. Today, Inc. v. OSF Healthcare Sys., 218 F.3d 1247, 1249 (11th Cir. 2000) (per curiam).

         The plaintiff bears the initial burden of alleging sufficient factual material in its complaint which, if accepted as true, would establish a prima facie case of personal jurisdiction over each defendant. Louis Vuitton Malletier, S.A. v. Mosseri, 736 F.3d 1339, 1350 (11th Cir. 2013). A defendant may then challenge the exercise of personal jurisdiction by submitting a sworn affidavit, testimony, or other evidence refuting the plaintiff's claim of jurisdiction. Brennan v. Roman Catholic Diocese of Syracuse NY, Inc., 322 F. App'x 852, 854 (11th Cir. 2009) (per curiam). Upon doing so, the plaintiff bears the ultimate burden of coming forward with sufficient evidence supporting the exercise of personal jurisdiction over the defendant. Stubbs v. Wyndham Nassau Resort & Crystal Palace Casino, 447 F.3d 1357, 1360 (11th Cir. 2006). The court must resolve any conflicts in the jurisdictional evidence presented by the parties in favor of the plaintiff. Id.


         A. Step 1: Florida's Long-Arm Statute

         The Court first analyzes whether Florida's long-arm statute has been satisfied as to each Defendant. Florida's long-arm statute permits jurisdiction over a non-resident defendant under two circumstances. See Fla. Stat. §§ 48.193(1), (2). Pertinent to this case is Florida's specific jurisdiction provision, which affords personal jurisdiction over a non-resident defendant who performs any of the acts enumerated by the long-arm statute. See Id. ยงยง 48.193(1)(a)(1)-(9). In order to invoke Florida's specific jurisdiction under this provision, the plaintiff must show that the non-resident defendant performed one of the enumerated acts and that the injuries alleged in the complaint arise out of the ...

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