final until disposition of timely filed motion for rehearing.
Appeal from the Circuit Court for Monroe County, Timothy J.
Koenig, Judge. Lower Tribunal No. 12-08-M
Shaw & Pfaffenberger, P.A., and Gary A. Woodfield and
Susan B. Yoffee (North Palm Beach), for appellant.
Silver Law Group, P.A., and Michael J. Healy and Robert A.
Bernstein, for appellee.
SUAREZ, LAGOA, and LOGUE, JJ.
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.
FACTUAL AND PROCEDURAL HISTORY
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
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
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.
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.
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.
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