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The Sampson Farm Limited Partnership v. Parmenter

Florida Court of Appeals, Third District

January 17, 2018

The Sampson Farm Limited Partnership, Appellant,
v.
Mark D. Parmenter, as Personal Representative of the Estate of Marjorie A.S. Parmenter and Individually, Appellee.

         Not final until disposition of timely filed motion for rehearing.

         An Appeal from the Circuit Court for Monroe County, Timothy J. Koenig, Judge. Lower Tribunal No. 12-08-M

          Haile Shaw & Pfaffenberger, P.A., and Gary A. Woodfield and Susan B. Yoffee (North Palm Beach), for appellant.

          The Silver Law Group, P.A., and Michael J. Healy and Robert A. Bernstein, for appellee.

          Before SUAREZ, LAGOA, and LOGUE, JJ.

          LAGOA, J.

         Appellant, The Sampson Farm Limited Partnership ("Sampson Farm"), appeals from the trial court's order granting Appellee, Mark D. Parmenter's motion for summary judgment and granting the Final Judgment Determining Purchase Right of Partnership Interest. Because the trial court lacked personal jurisdiction over Sampson Farm and Sampson Farm did not waive its jurisdictional objection, we reverse the trial court's order granting summary judgment and Final Judgment Determining Purchase Rights of Partnership Interest, and remand to the trial court to dismiss the Amended Petition against Sampson Farm.

         1. FACTUAL AND PROCEDURAL HISTORY

         This case involves a familial dispute over ownership of a fraction of a family farm in Massachusetts. On April 6, 2011, Marjorie Parmenter, a Florida resident, died intestate. At the time of her death, Marjorie Parmenter held a 0.2% limited partnership interest in Sampson Farm, a Massachusetts limited partnership, which owns and operates a working farm in Westport, Massachusetts.[1]

         Marjorie Parmenter signed the Sampson Farm Agreement of Limited Partnership (the "Agreement") as a limited partner. The Agreement, which has an effective date of November 7, 2005, expressly provides that it is governed by Massachusetts law.

         Section 10.5(a) of the Agreement provides that if, upon a partner's death, that partner's interest is to pass to anyone other than either another partner or someone in the deceased partner's family (specifically defined in section 10.1 of the Agreement to generally exclude spouses), Sampson Farm has an option to purchase that partnership interest within one year of the partner's date of death. If Sampson Farm does not exercise its option, the Agreement grants the remaining partners an additional thirty-day option to purchase the decedent's interest themselves. Finally, pursuant to section 10.5(c) of the Agreement, each partner agreed that to the extent his or her partnership interest was to pass to anyone other than another partner or family member, the partnership interest would be held in the partner's estate until the expiration of the Agreement's option periods.

         On January 20, 2012, Mark D. Parmenter ("Parmenter"), Marjorie Parmenter's widower, filed a petition for probate proceedings to administer his wife's estate (the "Estate"), and on January 25, 2012, Parmenter was appointed personal representative. On August 14, 2014, an Order of Discharge was entered closing the Estate.

         On September 4, 2014, Parmenter, as former personal representative, filed a petition to reopen the Estate pursuant to section 733.903, Florida Statutes (2014), "solely for the purpose of doing additional procedures necessary in order to clarify distributions." On September 9, 2014, the trial court entered an order revoking the previous Order of Discharge and issued Letters of Administration to Parmenter.

         On October 8, 2014, Parmenter, both individually as beneficiary and as the personal representative, filed an adversary petition ("the Petition") in the probate action for a declaratory judgment determining that he owned Marjorie's partnership interest in Sampson Farm because Sampson Farm failed to file a claim against the Estate and thus lost its rights to invoke the option to purchase ...


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