Tbi Caribbean Co. v. Stafford-Smith
239 So. 3d 103
Fla. Dist. Ct. App.2017Background
- Stafford-Smith (subcontractor) sued TBI Caribbean Company, Ltd. (contractor) and Jesus Hinojosa, alleging TBI breached a Subcontract Agreement for work at Baha Mar; Hinojosa signed a personal guaranty according to the complaint.
- The Complaint’s sole jurisdictional allegation cited the Subcontract’s forum-selection clause (paragraph 38(c)) designating Miami/Dade County, Florida.
- TBI and Hinojosa moved to dismiss for failure to state causes of action and for lack of personal jurisdiction; they also sought attorney’s fees under the Subcontract Agreement.
- The trial court denied the motions to dismiss; the defendants appealed solely on personal jurisdiction grounds.
- Stafford-Smith attempted to amend the complaint during briefing, but the appellate court denied supplementation and the trial court later vacated the amendment order, so no amended complaint exists on appeal.
- The appellate court considered whether the defendants waived their personal-jurisdiction objection by seeking contractual attorney’s fees (affirmative relief inconsistent with the objection).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Complaint sufficiently alleged personal jurisdiction | Forum-selection clause in the contract establishes jurisdiction | Single contractual reference is insufficient under Florida long-arm law | Complaint facially insufficient; contractual consent alone does not establish long-arm jurisdiction |
| Whether appeal is moot due to proposed amendment | Amendment below renders jurisdictional issue moot | No final amended complaint exists on record | Mootness argument rejected; no amendment on appeal |
| Whether seeking attorney’s fees under the contract waives objection to personal jurisdiction | Fee request is consistent with enforcing contract; thus defendants submitted to jurisdiction | Fee request does not waive jurisdictional challenge (defensive/limited) | Request for contractual fees was affirmative and inconsistent with jurisdictional objection; waiver found |
| Scope of waiver analysis (when fee requests waive jurisdiction) | Contract-based fee claims require court to assume jurisdiction to enforce fee clause | Cases suggest fee requests can be defensive and not waive jurisdiction | Court adopts test: waiver occurs if requesting relief is inconsistent with jurisdictional objection; here relief was inconsistent, so waiver upheld |
Key Cases Cited
- Four Star Resorts Bahamas, Ltd. v. Allegro Resorts Mgmt. Servs., Ltd., 811 So. 2d 809 (Fla. 3d DCA 2002) (contractual forum clause alone does not substitute for long-arm statute jurisdiction)
- McRae v. J.D./M.D., Inc., 511 So. 2d 540 (Fla. 1987) (Florida long-arm statute controls in personam jurisdiction; contractual submission is not by statute)
- Babcock v. Whatmore, 707 So. 2d 702 (Fla. 1998) (personal jurisdiction may be waived by inconsistent conduct)
- Cumberland Software, Inc. v. Great Am. Mortg. Corp., 507 So. 2d 794 (Fla. 4th DCA 1987) (taking steps in proceedings can constitute submission to jurisdiction)
- Heineken v. Heineken, 683 So. 2d 194 (Fla. 1st DCA 1996) (fee requests characterized as defensive may not waive jurisdiction, but analysis is fact-dependent)
- Gustafasson v. Levine, 186 So. 3d 562 (Fla. 4th DCA 2015) (followed Heineken in a child-support context; fee motion did not waive jurisdiction)
- Dresser v. Dresser, 350 So. 2d 1152 (Fla. 1st DCA 1977) (fee recovery under certain statutes/contracts discussed in waiver context)