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Dr. Le v. Tralongo, LLC

Florida Court of Appeals, Fourth District

February 14, 2018

TRALONGO, LLC, Appellee.

          Not final until disposition of timely filed motion for rehearing.

         Appeal of a non-final order from the Circuit Court for the Seventeenth Judicial Circuit, Broward County; Barbara McCarthy, Judge; L.T. Case No. CACE 16-020859 (21).

          Bradford J. Beilly and John Strohsahl of Beilly & Strohsahl, P.A., Fort Lauderdale, for appellants.

          Robert M. Einhorn, Kaari Gagnon and Beshoy Rizk of Zarco Einhorn Salkowski & Brito, P.A., Miami, for appellee.

          Gross, J.

         Dr. An Q. Le and his four corporate dental practices appeal a non-final order denying their motions to dismiss an amended complaint that alleges breach of contract and tortious interference with contractual relationships. The defendants, who are located in Texas, sought dismissal based upon lack of personal jurisdiction and improper venue. The trial court has personal jurisdiction because the defendants breached a contractual provision they were required to perform in Florida and they have sufficient minimum contacts with the state. But, because the contracts for two of the dental clinics provide for venue in Georgia, we reverse in part.

         In December 2013, Dr. Le signed a Territory Agreement merging his dental practice (Dallas Dentistry Associates, P.C.) into the Tralongo System. Tralongo, LLC provides management, accounting, marketing, acquisition, and other services to dental practices. In exchange for management and administrative services, the clinic pays Tralongo a monthly service fee, which is a percentage of the clinic's gross receipts. The Territory Agreement also includes a buyout provision allowing Tralongo to purchase a clinic at any time as provided in each Clinic Agreement.

         Le purchased three additional dental practices in Texas (North Richardson Dentistry Associates, P.C., North Dallas Dentistry Associates, P.C., and Plano Dentistry Associates, P.C.), and each signed Clinic Agreements with Tralongo.

         Pursuant to the Clinic Agreements, Tralongo provided the dental offices various administrative and accounting services such as payroll services, insurance verification for new patients, negotiating fees for services with insurance companies, purchasing clinical supplies, paying vendors, recording daily deposit reports, reconciling accounts, and providing accounting reports.

         When the parties signed the Territory Agreement and initial Dallas Clinic Agreement, Tralongo was a Georgia corporation. Tralongo subsequently opened an office in Davie, and the office moved to Sunrise, Florida. Tralongo has provided services to the defendants from Florida since October 2013. Tralongo maintained a Georgia office, but at the time of the alleged breach all services to the clinics were provided from the Sunrise office, and the clinics had regular e-mail communication with the Sunrise office.

         Some initial payments for services were made by checks sent to Tralongo's Georgia office. Subsequent payments were made by the Tralongo Sunrise office withdrawing money from the clinics' bank accounts or by withholding funds from money that Tralongo collected on behalf of the clinics.

         In September 2016, after Tralongo sought to exercise the buyout option for two clinics, Le and the clinics removed Tralongo's access to their bank accounts and notified Tralongo that they were transitioning off its services.

         Tralongo filed an amended complaint against Le and the clinics alleging tortious interference with contractual relationships and breach of contract for terminating without cause, inducing other members of the network to wrongfully terminate their contracts with Tralongo, preventing Tralongo from exercising the buyout option, and failing to pay monthly service fees.

         Le and the clinics moved to dismiss arguing that the trial court does not have personal jurisdiction because the agreements did not require them to perform any act in Florida and they do not have sufficient minimum contacts with this state. In a supplemental motion, defendants also argued that claims against two clinics were improperly brought in Broward County based upon the ...

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