56 So. 3d 117
Fla. Dist. Ct. App.2011Background
- RAI and RGP appeal denials of their motions to dismiss for lack of personal jurisdiction under Florida's long-arm statute § 48.193.
- Gero alleged specific jurisdiction on an agency theory, claiming RJR acted as the agent of RAI and RGP, tortiously acts in Florida and breached a contract there.
- RAI (North Carolina) and RGP (Delaware) are separate corporate entities with Florida presence alleged only through their relationship to RJR.
- Florida courts apply a two-step Venetian Salami Co. framework: first, whether facts satisfy § 48.193; second, whether minimum contacts exist for due process.
- The court concluded the amended complaint lacks the necessary agency elements and parent-subsidiary control to establish jurisdiction.
- Even if § 48.193 were satisfied, the conduct would not meet due process standards, so the orders were reversed and remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Florida long-arm statute supports jurisdiction over RAI/RGP | Gero asserts agency-derived jurisdiction via RJR’s acts. | RAI and RGP argue no sufficient jurisdictional facts under § 48.193. | Insufficient facts under § 48.193; no jurisdiction. |
| Whether an agency relationship exists between RJR, RAI, and RGP | Parent/subsidiary relationships imply agency and control over RJR’s acts. | There is no acknowledged agent relationship or principal control proven. | Agency elements not demonstrated; jurisdiction lacking. |
| Whether mere presence of a subsidiary in Florida subjects a non-Florida parent to jurisdiction | Presence plus intercompany access supports jurisdiction. | Subsidiary presence alone does not render parent liable or subject to jurisdiction. | Parent/subsidiaries not enough to confer jurisdiction. |
| Whether the conduct would satisfy due process if § 48.193 applied | RJR/RAI/RGP engaged in conduct in Florida via the Swingpak concept. | Even if § 48.193 applies, anticipatory-foreseeability insufficient for due process. | Constitutional prong not satisfied; jurisdiction still lacking. |
Key Cases Cited
- Venetian Salami Co. v. Parthenais, 554 So.2d 499 (Fla. 1989) (two-step framework for long-arm jurisdiction)
- Enic, PLC v. F.F. S. & Co., 870 So.2d 888 (Fla. 5th DCA 2004) (agency elements require significant control)
- Dev. Corp. of Palm Beach v. WBC Constr., L.L.C., 925 So.2d 1156 (Fla. 4th DCA 2006) (parent must exert operational control over subsidiary)
- Am. Tobacco Co., 707 So.2d 851 (Fla. 4th DCA 1998) (parental control must be very significant for agency theory)
- Am. Int’l Group, Inc. v. Cornerstone Busi., Inc., 872 So.2d 333 (Fla. 2d DCA 2004) (corporate separate identities; parent not liable without instrumentality)
- Gladding Corp. v. Register, 293 So.2d 729 (Fla. 3d DCA 1974) (stock ownership does not erase separate corporate identities)
- Unijax, Inc. v. Factory Ins. Ass’n, 328 So.2d 448 (Fla. 1st DCA 1976) (subsidiary presence alone not sufficient for jurisdiction)
- Qualley v. Int’l Air Serv. Co., 595 So.2d 194 (Fla. 3d DCA 1992) (presence of Florida subsidiary not enough for long-arm)