CORPORATE CREATIONS ENTERPRISES LLC, f/d/b/a CORPORATE CREATIONS ENTERPRISES, INC., Appellant,
BRIAN R. FONS ATTORNEY AT LAW P.C. and BRIAN R. FONS, Appellees.
final until disposition of timely filed motion for rehearing.
from the Circuit Court for the Fifteenth Judicial Circuit,
Palm Beach County; Jaimie R. Goodman, Judge; L.T. Case No.
Stephanie L. Serafin, Jane Kreusler-Walsh, and Rebecca
Mercier Vargas of Law Office of Kreusler-Walsh, Compiani
& Vargas, P.A., West Palm Beach, and H. James Montalvo of
Law Offices of H. James Montalvo, P.A., Miami, for appellant.
K. Roy of Roy & Associates, P.A. (withdrawn as counsel
after filing brief), West Palm Beach, for Brian R. Fons
Attorney at Law P.C.; and Brian R. Fons, Austin, Texas, pro
Plaintiff appeals the court's order dismissing its
complaint for lack of personal jurisdiction. The court
concluded that the Defendant lacked the traditional minimum
contacts generally required for 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. We reverse the court's order dismissing the
complaint for lack of personal jurisdiction.
1997, the Plaintiff partnered with Defendants to create an
Illinois limited liability company. Both the Plaintiff and
Defendants contributed capital to the newly-formed company,
and both agreed that the Defendants would be the managing
member. The parties executed an operating agreement which
included both a choice of law provision and a jurisdictional
9.7 Legal Interpretation. This Agreement shall be
construed and interpreted in accordance with the law of the
State of Illinois with respect to the [Illinois Limited
Liability Company] Act, and in accordance with the laws of
the State of Florida with respect to all other legal and
equitable issues, without regard to conflict of laws
9.8 Jurisdiction. All suits, actions, and
proceedings relating to this Agreement may be brought only in
the courts of the State of Florida located in Palm Beach
County or in the U.S. District Court for the Southern
District of Florida. Each party consents to the non-exclusive
personal jurisdiction of the courts described in this section
for the purpose of any suit, action, or proceeding. Each
party waives all objections to venue and to all claims that a
court chosen in accordance with this section is improper
based on venue or a forum non conveniens claim.
parties twice amended the operating agreement. Those
amendments resulted in the assignment of shares between the
two Defendants and, additionally, an agreement that the
corporate defendant would not provide services outside of a
specified geographic area.
2014, the relationship ended and the parties signed an
ownership redemption agreement. The Defendants sold back
their stock to the Plaintiff and represented that there were
no outstanding claims or lawsuits against the Illinois
limited liability company. In reliance on these
representations, the Plaintiff released the Defendants from
liability for allegedly breaching the operating agreement.
However, the ownership redemption agreement provided that
should the representations made by the Defendants be proven
false, the Plaintiff retained certain rights.
Plaintiff sought to exercise those rights by filing a lawsuit
in the circuit court, asserting that the Defendants had
breached the parties' contracts, seeking damages and a
declaratory judgment that the Defendants were entitled to no
further revenue from the operating agreement or ownership
Defendants moved to dismiss the complaint for lack of
personal jurisdiction, improper venue, and for failure to
state a claim, arguing: they resided in Illinois, not
Florida; they did not maintain any office or place of
business in Florida, nor transact any business here; and the
complaint was based on a ...