DR. AN Q. LE, individually, DALLAS DENTISTRY ASSOCIATES, P.C., NORTH DALLAS DENTISTRY ASSOCIATES, P.C., NORTHRICHARDSON DENTISTRY ASSOCIATES, P.C., and PLANODENTISTRY ASSOCIATES, P.C., Appellants,
TRALONGO, LLC, Appellee.
final until disposition of timely filed motion for rehearing.
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.
M. Einhorn, Kaari Gagnon and Beshoy Rizk of Zarco Einhorn
Salkowski & Brito, P.A., Miami, for appellee.
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.
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.
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.
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
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.
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.
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.
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
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 ...