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Wallace Buick Co. v. Rite Way Auto Transport LLC

Florida Court of Appeals, Fourth District

August 14, 2019

WALLACE BUICK COMPANY a/b/n BRESLIN & WALLACE, an Oregon corporation, Appellant,
v.
RITE WAY AUTO TRANSPORT LLC, a Florida limited liability company, Appellee.

         Not final until disposition of timely filed motion for rehearing.

          Appeal of non-final order from the Circuit Court for the Seventeenth Judicial Circuit, Broward County; Sandra Perlman, Judge; L.T. Case No. CACE-17-015899.

          Peter T. Mavrick and Steven M. Canter of Mavrick Law Firm, Fort Lauderdale, for appellant.

          No brief filed for appellee.

          Kuntz, J.

         Wallace Buick Company appeals an order denying its motion to dismiss Rite Way Auto Transport LLC's complaint for lack of personal jurisdiction and mootness. Because there was no showing that Wallace Buick had sufficient minimum contacts with Florida to satisfy due process, we reverse.

         Background

         Rite Way, a Florida limited liability corporation, filed a lawsuit in Broward County, Florida, against Wallace Buick, an Oregon corporation, for breach of contract and unjust enrichment. Rite Way alleged that it signed an agreement with Wallace Buick for the delivery of thirty-nine vehicles and that Wallace Buick failed to pay for the delivery of thirty-six of the vehicles.

         In the complaint, Rite Way alleged jurisdiction was proper in Broward County because the alleged contract "contains an exclusive jurisdiction provision stating that the exclusive jurisdiction for any dispute, claim or controversy arising out of the contractual relationship shall be in the state court located in Broward County, Florida or the Federal Court serving the Southern District of Florida . . . ."

         Wallace Buick moved to dismiss the complaint for lack of personal jurisdiction. In support of the motion, Wallace Buick filed the affidavit of its president, who attested that the company is incorporated in Oregon and does not do any business in Florida. The president also stated that he was unaware that a sales associate signed an agreement with Rite Way relating to the thirty-six vehicles at issue in the lawsuit. He explained that the sales associate lacked authority to sign the contract. Wallace Buick authorized and paid for the transportation of only three vehicles, and those vehicles were not delivered to or transported from Florida. Wallace Buick never authorized the transportation of any other vehicles by Rite Way. In fact, Wallace Buick argued to the circuit court that it did not ship or receive those other thirty-six vehicles.

         Rite Way filed two affidavits in response to the motion to dismiss. One affidavit was from Rite Way's managing member, who stated that all orders taken by Rite Way are subject to a signed "business to business agreement." Rite Way requires all customers to sign this agreement once, and it automatically renews each month unless cancelled. The managing member testified that over the course of dealing between the parties, Wallace Buick ordered Rite Way to deliver thirty-nine vehicles and that Wallace Buick paid for the transportation of three of the vehicles.

         The second affidavit was from the Rite Way sales associate who received the order for Rite Way's services from the Wallace Buick sales associate. The affidavit stated that Wallace Buick's sales associate represented that he was a sales manager. And because the Wallace Buick sales associate claimed to be a sales manager and had a Wallace Buick email address, the Rite Way associate accepted the sales associate's representation that he was authorized to sign the agreement. The Rite Way sales associate did not communicate with anyone else at Wallace Buick.

         After a non-evidentiary hearing, [1] the court entered Rite Way's written proposed order denying the motion to dismiss. In the order, the court found that Rite Way "sufficiently pled personal jurisdiction" and that Rite Way's affidavits remained unchallenged by Wallace Buick's affidavits. The court found sufficient "minimum contacts" existed because Wallace Buick executed the agreement, which contained exclusive jurisdiction language, as well as Wallace Buick's solicitation and engagement of Rite Way's services for many months. The court also found that Wallace Buick accepted thirty-nine vehicles and that thirty-six of those vehicles were accepted before the three that Wallace Buick paid Rite Way to transport.

         Next, the court found that the affidavits conflicted about the purported sales manager's authority to bind Wallace Buick. But the court held that the affidavits did not conflict about the existence of an agreement that contained exclusive jurisdictional and choice of law provisions. The authority to execute the contract could be raised as an ...


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