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Corporate Creations Enterprises LLC v. Fons

Florida Court of Appeals, Fourth District

June 21, 2017

CORPORATE CREATIONS ENTERPRISES LLC, f/d/b/a CORPORATE CREATIONS ENTERPRISES, INC., Appellant,
v.
BRIAN R. FONS ATTORNEY AT LAW P.C. and BRIAN R. FONS, Appellees.

         Not final until disposition of timely filed motion for rehearing.

         Appeal from the Circuit Court for the Fifteenth Judicial Circuit, Palm Beach County; Jaimie R. Goodman, Judge; L.T. Case No. 2015CA008579XXXXMB.

          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.

          Dave K. Roy of Roy & Associates, P.A. (withdrawn as counsel after filing brief), West Palm Beach, for Brian R. Fons Attorney at Law P.C.; and Brian R. Fons, Austin, Texas, pro se.

          Kuntz, J.

         The 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.

         Background

         In 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 provision stating:

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 principles.
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.

         The 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.

         In 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.

         The 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 redemption agreement.

         The 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 ...


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