Stonepeak Partners, LP v. Tall Tower Capital, LLC
231 So. 3d 548
| Fla. Dist. Ct. App. | 2017Background
- Stonepeak (Delaware/NY investment firm) and Tall Tower (Florida tower manager) negotiated about Clear Channel's nationwide sale of broadcast towers; most towers were outside Florida.
- The parties signed a Confidentiality Agreement in New York; it did not obligate Stonepeak to enter a business relationship or transact in Florida.
- Stonepeak made a separate 17% equity investment in Vertical Bridge (a Florida company); Stonepeak's managing director, Vichie, later sat on Vertical Bridge’s board.
- Tall Tower sued in Florida for breach of the Confidentiality Agreement and breach of fiduciary duty, alleging a joint-venture relationship and that Stonepeak committed torts in Florida (including disclosure to Vertical Bridge).
- Stonepeak moved to dismiss for lack of personal jurisdiction; after an evidentiary hearing the trial court denied the motion. The appellate court reviewed the hearing record and reversed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Florida has specific jurisdiction under §48.193(1)(a)(2) for "committing a tortious act in Florida" (breach of fiduciary duty) | Tall Tower: Stonepeak owed fiduciary duties as joint venturer and committed torts affecting Tall Tower in Florida (disclosure to Vertical Bridge; participation in Clear Channel sale). | Stonepeak: No joint venture or fiduciary duty existed; alleged disclosures and investment occurred out-of-state or lack proof of occurring in Florida. | Reversed: Plaintiff failed to prove a fiduciary duty/joint venture or that any tortious act occurred in or was directed to Florida. |
| Whether Florida has specific jurisdiction under §48.193(1)(a)(1) for "engaging in a business venture in Florida" | Tall Tower: Stonepeak purposefully availed itself via meetings, calls, emails, site visits, and investment in a Florida company; those contacts arose from the Clear Channel deal. | Stonepeak: Contacts were limited, transactional, and insufficient—no Florida office, no contracts consummated, minority portfolio ownership in a Florida company, no pecuniary course of business in Florida. | Reversed: Contacts did not show carrying on a business venture in Florida or connexity between Florida activities and the claims. |
| Whether communications into Florida (emails/phone) alone can establish long-arm tort jurisdiction | Tall Tower: Communications about the deal support jurisdiction under Wendt. | Stonepeak: Communications without proof they caused the tort in Florida are insufficient. | Held: Communications can support jurisdiction only if the cause of action arises from communications directed into Florida; here connexity was lacking. |
| Whether ownership of minority interest in Florida company creates jurisdiction | Tall Tower: Stonepeak’s Vertical Bridge investment and board involvement tied it to Florida. | Stonepeak: Minority portfolio ownership does not equate to doing business in Florida; no alter-ego allegations. | Held: Minority equity ownership alone is insufficient to establish §48.193 jurisdiction; no veil-piercing pleaded. |
Key Cases Cited
- Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla. 1989) (two-step long-arm/ due-process jurisdictional analysis)
- Wendt v. Horowitz, 822 So. 2d 1252 (Fla. 2002) (communications into Florida can constitute tortious act if the cause of action arises from them)
- Kislak v. Kreedian, 95 So. 2d 510 (Fla. 1957) (five elements required to establish joint venture)
- Jackson-Shaw Co. v. Jacksonville Aviation Auth., 8 So. 3d 1076 (Fla. 2008) (contractual basis required to create joint venture; Kislak elements)
- Canale v. Rubin, 20 So. 3d 463 (Fla. 2d DCA 2009) (evidentiary-hearing standards and connexity requirement for long-arm jurisdiction)
- Wiggins v. Tigrent, Inc., 147 So. 3d 76 (Fla. 2d DCA 2014) (limits on asserting tort jurisdiction where dominant events occurred out-of-state)
- NHB Advisors, Inc. v. Czyzyk, 95 So. 3d 444 (Fla. 4th DCA 2012) (substantial aspect of the tort must occur in Florida to support jurisdiction)