2D15-897 / Magwitch, LLC. v. Pusser's West Indies Limited
200 So. 3d 216
Fla. Dist. Ct. App.2016Background
- Magwitch, LLC (New York) sued Pusser's West Indies Ltd. (PWI), a British Virgin Islands corporation, to collect a debt; trial court dismissed for lack of personal jurisdiction and Magwitch appealed.
- PWI’s principal place of business, employees, and headquarters are located in the British Virgin Islands; it operates Caribbean-themed pubs there and sells branded merchandise via a website hosted in the BVI.
- Since 2005 PWI used Florida-based fulfillment houses to process and distribute internet orders; internet sales are 1.3% of PWI’s $68 million revenue and sales to Florida residents are 0.2%.
- PWI has no employees, offices, real property, or bank accounts in Florida and does not target marketing or solicit business in Florida.
- PWI registered to do business in Florida and appointed a Florida resident agent solely to comply with Florida sales-tax obligations; the agent’s only act was receiving service of process.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Florida has general (long-arm) jurisdiction over PWI under §48.193(2) | Registration and appointment of resident agent plus long-term use of Florida fulfillment house create continuous and systematic contacts | Contacts are limited: de minimis internet revenue, no offices/employees/real property, no targeted marketing; registration was tax-driven | No general jurisdiction: contacts are not continuous and systematic; dismissal affirmed |
| Whether PWI consented to jurisdiction by registering to do business in Florida | Registration = consent to suit in Florida (relying on older precedent) | Registration was ministerial to collect sales tax and does not waive jurisdictional defenses under current long-arm analysis | Registration did not amount to consent for long-arm jurisdiction |
| Whether internet-based sales and website hosting in BVI confer general jurisdiction | Website, fulfillment, call center, and bakery operations in Florida show pervasive Florida operations | Internet sales are minimal percentage of total revenue; fulfillment center relationship is nonexclusive and logistical | Internet sales and related Florida services are de minimis and insufficient for general jurisdiction |
| Whether Oldock controls to find jurisdiction based on distributor relationships | Oldock supports jurisdiction where out-of-state defendant realized the vast majority of revenue through Florida intermediaries | PWI’s Florida-derived revenue is negligible compared to Oldock’s facts | Oldock distinguished: here Florida contacts account for a tiny fraction of revenue, so no jurisdiction |
Key Cases Cited
- Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla. 1989) (establishes two-prong long-arm test: statutory and due-process requirements)
- Wiggins v. Tigrent, Inc., 147 So. 3d 76 (Fla. 2d DCA 2014) (defines "substantial and not isolated activity" as continuous and systematic contacts)
- Oldock v. DL&B Enterprises, Inc., 100 So. 3d 50 (Fla. 2d DCA 2011) (general jurisdiction where Florida agents generated nearly all defendant's revenue)
- Caiazzo v. Am. Royal Arts Corp., 73 So. 3d 245 (Fla. 4th DCA 2011) (internet sales and website presence alone do not confer general jurisdiction; de minimis sales insufficient)
- Vos, B.V. v. Payen, 15 So. 3d 734 (Fla. 3d DCA 2009) (limited transactional contacts and small revenue share do not establish general jurisdiction)
- Pennsylvania Fire Ins. Co. v. Gold Issue Mining & Milling Co., 243 U.S. 93 (U.S. 1917) (historical consent-by-registration principle discussed but limited by modern long-arm jurisprudence)
- White v. PepsiCo, 568 So. 2d 886 (Fla. 1990) (addressed service-of-process issues under a different statutory provision)
- Brown v. Lockheed Martin Corp., 814 F.3d 619 (2d Cir. 2016) (notes evolution of personal-jurisdiction analysis away from older consent-by-registration doctrines)