United States District Court, M.D. Florida, Orlando Division
G. BYRON UNITED STATES DISTRICT JUDGE
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.
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.
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.
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.
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
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.
STANDARD OF REVIEW
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. 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).
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.
Step 1: Florida's Long-Arm Statute
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. §§ 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