WALLACE BUICK COMPANY a/b/n BRESLIN & WALLACE, an Oregon corporation, Appellant,
RITE WAY AUTO TRANSPORT LLC, a Florida limited liability company, Appellee.
final until disposition of timely filed motion for rehearing.
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.
T. Mavrick and Steven M. Canter of Mavrick Law Firm, Fort
Lauderdale, for appellant.
brief filed for appellee.
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.
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
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 . . . ."
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
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.
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.
non-evidentiary hearing,  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.
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