Corporate Creations Enterprises LLC v. Brian R. Fons Attorney at Law P.C., 225 So. 3d 296

Background

In 1997 the parties formed an Illinois LLC and executed an operating agreement that (1) designated Illinois law for the LLC Act, (2) designated Florida law for other legal issues, and (3) contained a Florida jurisdiction and venue clause consenting to Florida courts in Palm Beach County or the S.D. Fla.
The operating agreement was later amended; the parties’ business relationship eventually ended and they executed an ownership redemption agreement in 2014 under which defendants sold their interests back to plaintiff and made representations about outstanding claims.
Plaintiff released the defendants from liability in reliance on those representations but reserved rights if the representations proved false; plaintiff later sued in Florida state court alleging breaches of the operating agreement and redemption agreement and seeking damages and declaratory relief.
Defendants (Illinois residents) moved to dismiss for lack of personal jurisdiction, arguing the dispute was limited to the redemption agreement (which lacked forum-selection and choice-of-law clauses) and that they lacked Florida minimum contacts.
The trial court dismissed for lack of personal jurisdiction, finding the redemption agreement controlled and that, even if the operating agreement applied, defendants lacked minimum contacts with Florida.
On appeal the court held the complaint arose from both the operating and redemption agreements and that the operating agreement satisfied Fla. Stat. §§ 685.101–.102, so Florida courts could exercise personal jurisdiction without the traditional minimum-contacts inquiry.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the complaint arises from the operating agreement or only the redemption agreement	Complaint arises from both agreements because the redemption agreement originated from the prior operating agreement	Dispute is exclusively about the redemption agreement, which lacks forum-selection and choice-of-law clauses	Held for plaintiff: the operating agreement and redemption agreement are both at issue
Whether Florida may exercise jurisdiction based solely on the parties' contractual consent	The operating agreement’s choice-of-law and forum-selection clauses meet Fla. Stat. §§ 685.101–.102 and satisfy due process	Even with contractual consent, defendants still must meet traditional International Shoe minimum contacts	Held for plaintiff: when §§ 685.101–.102 apply, contractual consent can substitute for the minimum-contacts test
Whether the contract meets the statutory $250,000 threshold in §§ 685.101–.102	The aggregate transactions arising from the operating agreement satisfy the $250,000 requirement	Consideration at formation ($60,000) is insufficient; damages cannot be counted to meet the threshold	Held for plaintiff: the statute permits aggregation of transactions “relating to” the contract to satisfy the $250,000 requirement
Whether the contract otherwise satisfies statutory factors (choice of law, consent to jurisdiction, relation to Florida, constitutionality)	Operating agreement includes Florida choice-of-law, consent to jurisdiction, relates to Florida, and raises no constitutional problem	No effective counter-argument on these elements	Held for plaintiff: all other statutory factors satisfied

Key Cases Cited

International Shoe Co. v. Washington, 326 U.S. 310 (established minimum-contacts due process test)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (forum-selection clauses negotiated in commercial contexts can satisfy due process)
McRae v. J.D./M.D., Inc., 511 So.2d 540 (Fla. 1987) (pre-legislative conclusion that forum-selection clauses alone could not establish Florida personal jurisdiction)
Unison Inv. Ltd. P’ship v. Unison Indus. Ltd. P’ship, 633 So.2d 1165 (Fla. 1st DCA 1994) (redemption agreements arise from underlying business venture and cannot be viewed in isolation)
Jetbroadband WV, LLC v. MasTec N. Am., Inc., 13 So.3d 159 (Fla. 3d DCA 2009) (identifying statutory factors for jurisdiction under Fla. Stat. §§ 685.101–.102)
Hamilton v. Hamilton, 142 So.3d 969 (Fla. 4th DCA 2014) (applied § 685.101–.102 factors and discussed interplay with minimum-contacts doctrine)