WRAPAPAN, LLC, LORRAINE GIRARD, and ROBERT POLLIFRONE v. JEFF ELSON
322 So.3d 684
Fla. Dist. Ct. App.2021Background
- Plaintiff Jeff Elson (Florida resident) sued Wrapapan, LLC (a New York LLC) and two principals for a declaratory judgment about his ownership interest in an anticipated business venture.
- Parties negotiated and had unexecuted draft agreements prepared by a New York attorney; no written agreements were ever executed.
- Elson alleged the venture would sell and distribute goods in Florida and that Wrapapan breached oral agreements, invoking Florida's long-arm statute.
- Defendants submitted declarations that they are New York residents, never conducted business or had an office or license in Florida, and that negotiations and drafting occurred in New York.
- Trial court denied defendants’ motion to dismiss for lack of personal jurisdiction; the Fourth District reversed, holding neither the statutory long-arm nor minimum-contacts due process standards were satisfied, and remanded with instructions to dismiss.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Florida's long-arm statute (§48.193(1)(a)1) applies because defendants were "carrying on a business venture" in Florida | Elson: parties planned substantial business activity in Florida (sales/distribution); defendants engaged in a joint business venture that reached into Florida | Wrapapan: negotiations, drafting, and anticipated performance occurred in New York; no office, license, clients, or revenue from Florida | Court: Long-arm not satisfied — no general course of business in Florida and no facts showing defendants carried on a business venture in Florida |
| Whether defendants had adequate minimum contacts with Florida to satisfy due process | Elson: defendants contacted him at his Florida office and requested he perform business from Florida; communications and some business activity by Elson took place while he lived in Florida | Wrapapan: contacts were limited to communications with a Florida-based counterparty; defendants never performed or required performance in Florida; residence of plaintiff alone insufficient | Court: Minimum contacts not satisfied — mere residence of the plaintiff and remote communications do not establish purposeful availment or direction toward Florida |
Key Cases Cited
- Astro Aluminum Treating Co. v. Inter Contal, Inc., 296 So. 3d 462 (Fla. 4th DCA 2020) (reiterating two-step personal-jurisdiction analysis under Florida law)
- Stonepeak Partners, LP v. Tall Tower Capital, LLC, 231 So. 3d 548 (Fla. 2d DCA 2017) (to show "carrying on business," activities must show general course of business activity in the state for pecuniary benefit)
- Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla. 1989) (establishing the statutory-plus-due-process framework for personal jurisdiction)
- Int’l Shoe Co. v. Washington, 326 U.S. 310 (1945) (foundational U.S. Supreme Court precedent on minimum contacts and due process)
- Sutton v. Smith, 603 So. 2d 693 (Fla. 2d DCA 1992) (contrast case where partnership’s structured payments and Florida-based activities supported jurisdiction)