MASHA K. BACH, as Personal Representative of the Estate of Semen Donskoy v. VLADIGOR INVESTMENTS, INC., 20-1857

In 2013, decedent Semen Donskoy (Florida resident) loaned Vladigor Investments, Inc. (California corp.) $1,000,000 via a promissory note; individual defendants executed stock pledge agreements securing the note.
The stock pledge agreements included a Florida choice-of-law clause and a forum-selection clause consenting to personal jurisdiction in Boca Raton, Florida; they also stated that any foreclosure of the collateral would be pursuant to California UCC Division 9.
After an alleged 2019 default, appellant (Masha Bach, personal representative of the estate) sued in Broward County for breach and foreclosure; Vladigor’s jurisdictional consent was not contested.
The trial court transferred venue to Palm Beach County and then dismissed the individual defendants for lack of personal jurisdiction (no written explanation).
On appeal the Fourth DCA reviewed de novo and applied Corporate Creations/Florida Statutes §§ 685.101-.102, concluding the contract satisfied the statutory/Corporate Creations criteria (including Florida choice of law and the $250,000 threshold because the pledges secured the $1,000,000 note).
The Fourth DCA reversed the dismissal and remanded, holding the parties contractually conferred jurisdiction on Florida courts and that a minimum-contacts analysis was unnecessary.

Issue	Plaintiff's Argument (Bach)	Defendant's Argument	Held
Whether the contract’s choice-of-law clause satisfies Corporate Creations requirement that Florida law govern the contract, in whole or in part	The pledge agreements expressly state they “shall be governed by and construed in accordance with the laws of the State of Florida,” so factor is met	The foreclosure-related provision designating California law controls the dispute here, so Florida law does not govern the relevant claim	Held for Bach: Florida law governs the agreement at least in part; the choice-of-law factor is satisfied
Whether the contract meets the $250,000 statutory threshold under Corporate Creations / §§685.101-.102	The pledge agreements secure the $1,000,000 note and are inextricably related to it, so the transaction exceeds $250,000	The individual defendants were parties only to the pledge agreements, which by themselves involve less than $250,000	Held for Bach: Pledges relate to and secure the $1,000,000 note, so the $250,000 threshold is met
Whether the trial court erred in dismissing individual defendants for lack of personal jurisdiction	Contractual consent to Florida jurisdiction satisfies §§685.101-.102 and dispenses with traditional minimum-contacts analysis	Defendants lack sufficient contacts with Florida to be haled into court here	Held for Bach: Trial court erred; contractual conferral of jurisdiction is valid and dismissal reversed

Corporate Creations Enterprises LLC v. Brian R. Fons Attorney at Law P.C., 225 So. 3d 296 (Fla. 4th DCA 2017) (party can confer Florida jurisdiction by contract if statutory criteria in §§685.101-.102 are met)
Hamilton v. Hamilton, 142 So. 3d 969 (Fla. 4th DCA 2014) (de novo review of personal-jurisdiction dismissal and discussion of statutory test)
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (U.S. 1985) (forum-selection clauses freely negotiated and reasonable do not offend due process)
Global Satellite Commc'n Co. v. Sudline, 849 So. 2d 466 (Fla. 4th DCA 2003) (payment obligations to Florida coupled with venue clause support expectation of being haled into Florida court)