Olson v. Robbie
141 So. 3d 636
Fla. Dist. Ct. App.2014Background
- Deborah Olson, a Minnesota resident and director/shareholder in Miami Sports Corporation (MSC), was sued by siblings Daniel and Timothy Robbie for breach of a shareholder agreement requiring directors to share information about MSC and related entities.
- MSC owned interests in the Miami Dolphins and wholly owned Nelson Labs, which was restructured into Nelson Limited (SD limited partnership) and Nelson Management (SD corporation); Olson is Director of Nelson Management, the managing partner of Nelson Limited.
- Nelson Limited sold substantially all assets to MWI Veterinary Supply (sale occurred outside Florida; Nelson had no Florida offices, employees, assets, or records); the Robbies demanded documents about the sale, claiming Olson refused to produce them.
- Olson moved to dismiss for lack of personal jurisdiction; she alleged long-time Minnesota residency, no Florida property or business, infrequent visits, and that Nelson’s records were located in South Dakota. She conceded attending some MSC board meetings in Florida.
- The trial court denied dismissal after an evidentiary hearing but did not specify which subsection of Florida’s long-arm statute supported jurisdiction. The appellate court reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Florida has specific jurisdiction under §48.193(1)(g) for alleged breach of contract requiring acts in Florida | Robbies: Agreement obligated directors to share information in Florida; Olson failed to produce Florida-related documents, so breach arises from acts required to be performed in Florida | Olson: Contract does not require performance in Florida; information sharing can occur from any location and the disputed sale and records are outside Florida | Court held no specific jurisdiction: contract does not expressly require acts to be performed in Florida, so §48.193(1)(g) is not satisfied |
| Whether Florida has general jurisdiction under §48.193(2) based on Olson’s ties to Florida | Robbies: Olson’s long service as MSC director, attendance at Florida meetings, filing reports, and trust-related activities show substantial ties | Olson: Nonresident since 1974, no Florida property or regular business, only occasional trips, and corporate/representative acts don’t establish personal contacts | Court held no general jurisdiction: contacts were not continuous and systematic business contacts; representative acts insufficient |
| Whether prior litigation in Florida or use of Florida counsel constitutes purposeful availment | Robbies: Olson previously used Florida courts and Florida counsel in MSC matters, indicating purposeful availment | Olson: No evidence she chose Florida as mandatory forum or that those appearances amounted to purposeful, forum-specific conduct | Court held prior forum use or counsel alone insufficient without evidence of purposeful availment |
| Whether trial court’s factual credibility findings sustained jurisdictional denial | Robbies: Factual disputes justified denying dismissal | Olson: Even accepting disputed facts, legal standards for long-arm jurisdiction were not met | Court held legal standards control; disputed facts (as presented) were insufficient to establish either specific or general jurisdiction |
Key Cases Cited
- Venetian Salami Co. v. Parthenais, 554 So.2d 499 (procedural standard for evidentiary hearing on jurisdiction)
- Marina Dodge, Inc. v. Quinn, 134 So.3d 1103 (two-step long-arm analysis: statutory reach then due-process minimum contacts)
- Cosmopolitan Health Spa, Inc. v. Health Indus., Inc., 362 So.2d 367 (§48.193(1)(g) must be strictly construed; plaintiff must show contract required performance in Florida)
- Posner v. Essex Ins. Co., 178 F.3d 1209 (11th Cir.) (contractual duty to tender performance to a Florida resident is insufficient; duty to perform in Florida required)
- Caiazzo v. Am. Royal Arts Corp., 73 So.3d 245 (distinction between specific and general jurisdiction)
- Biloki v. Majestic Greeting Card Co., 33 So.3d 815 (general jurisdiction requires continuous and systematic business contacts)