Appellants, Dale Henderson and Star-dale LLC, seek review of an interlocutory order denying their motions to dismiss a petition for a temporary injunction filed by Vanessa Elias, personal representative of the estate of William Elias. Henderson moved to dismiss for inconvenient forum under Florida Rule of Civil Procedure 1.061(a), and Stardale moved to dismiss for lack of personal jurisdiction. After denial of both motions, the trial court entered the temporary injunction. We reverse only the order denying Stardale’s motion to dismiss for lack of personal jurisdiction and affirm the trial court’s rulings in all other respects.
By way of background, in 2005, Henderson and William Elias formed Star-dale LLC, a Delaware limited liability corporation. The parties also entered into an operating agreement, the subject of which was the operation of Stardale. The agreement provided, inter alia, that Stardale was to be dissolved upon Elias’s death. Elias died in 2008, but Henderson did not dissolve Stardale. Thereafter, the estate brought suit against Stardale and Henderson in New York for, among other things, breach of the operating agreement. The estate was required to file suit in New York under the terms of the forum selection clause in the agreement. According to the complaint, Elias made several loans to Stardale during his lifetime to finance the company’s operations, which included the purchase, remodeling, and maintenance of two properties in New York. The estate alleged that Henderson refused to repay the loans and to liquidate the assets of Stardale as required by the agreement.
While the New York litigation was proceeding, the estate’s personal representative filed a petition in the Florida probate case for entry of an order preserving the estate’s assets and enjoining Henderson and Stardale from selling either of the two New York properties or otherwise disposing of Stardale’s assets. The petition alleged that the court possessed jurisdiction over Stardale because of the court’s “inherent jurisdiction to monitor the administration of the [ejstate.”
Henderson responded to the petition, alleging insufficient service of process, lack of jurisdiction over Stardale, failure to join Stardale as an indispensable party, forum non conveniens, and failure to allege a cause of action.
The estate filed an amended petition. In the amended petition, the personal representative alleged that the probate court had jurisdiction over Stardale pursuant to the court’s “inherent jurisdiction to monitor the administration of an estate, including the authority to issue injunctions freezing assets claimed to belong to a decedent’s estate.” In addition, the personal representative alleged that Stardale was “owned 50% by the [e]state and 50% by Henderson.” Stardale filed a motion to dismiss, claiming insufficient service of
Henderson filed another motion to dismiss the amended petition on the grounds that Stardale was an indispensible party to any injunctive relief the court might grant. In the meantime, the estate personally served Stardale’s registered agent. At the hearing on the request for injunctive relief, counsel for the estate advised the court that Stardale’s registered agent had been served with a copy of the petition. Henderson’s counsel, who had also been Stardale’s counsel at the prior hearing, advised the probate court that he was appearing on behalf of Stardale on a limited basis to contest jurisdiction. The estate argued that the court had personal jurisdiction over Stardale because Stardale’s primary place of business was in Palm Beach County. Additionally, Stardale borrowed money from Elias and from Lydian Bank, and those obligations arose in Palm Beach County. Payment on these loans was also to be made in Palm Beach County.
Stardale responded by arguing that, since it was a foreign corporation, the estate was required to plead jurisdictional allegations in its amended petition which were sufficient to establish personal jurisdiction over Stardale. Stardale went on to argue that the jurisdiction allegations in the amended petition were insufficient to show that Stardale’s conduct fell within the scope of Florida’s long-arm statute, section 48.193(1), Florida Statutes (2009), or to show that Stardale had sufficient minimum contacts with Florida to satisfy constitutional due process requirements. Therefore, Stardale argued, the court had no personal jurisdiction over the corporation. Stardale did not file any affidavits or present any evidence to contest the substance of those allegations in the petition or the estate’s proffer. The court denied Star-dale’s motion to dismiss for lack of personal jurisdiction, finding the requirements of the long-arm statute were satisfied and that sufficient minimum contacts with Florida were established based on Star-dale’s execution of a promissory note payable in Palm Beach County.
The issue before us is whether the estate’s amended petition contains sufficient allegations to establish personal jurisdiction. A determination of whether a Florida court may exercise personal jurisdiction over a non-resident defendant requires a two-step analysis, as elucidated by the Florida Supreme Court in Venetian Salami Co. v. Parthenais,
Initially, the plaintiff may seek to obtain jurisdiction over a nonresident defendant by pleading the basis for service in the language of the statute without pleading the supporting facts. By itself, the filing of a motion to dismiss on grounds of lack of jurisdiction over the person does nothing more than raise the legal sufficiency of the pleadings. A defendant wishing to contest the allegations of the complaint concerning jurisdiction or to raise a contention of minimum contacts must file affidavits in support of his position. The burden is then placed upon the plaintiff to prove by affidavit the basis upon which jurisdiction may be obtained.
Venetian Salami,
We need only address the first prong because Stardale’s challenge “merely raises the legal sufficiency of the pleadings.” Woods v. Nova Cos. Belize Ltd.,
We hold that these allegations in the amended petition are insufficient to state a basis for personal jurisdiction over Stardale. The estate made no allegations of conduct by Stardale which would subject the corporation to the jurisdiction of a Florida court under section 48.193(1). The fact that the corporation’s two shareholders would be subject to personal jurisdiction in Florida in their individual capacities does not create personal jurisdiction over the corporation. Cf. Beasley v. Diamond R. Fertilizer, Co.,
Because the allegations in the petition are insufficient, the trial court should have dismissed the amended petition as to Star-dale without prejudice. See World Class Yachts, Inc. v. Murphy,
Reversed and remanded.
Notes
. The estate attempted service of process on Stardale by certified mail.
. Henderson appealed that non-final order in case number 4D10-458.
.Henderson and Stardale appealed the order granting injunctive relief, as well as the court's determination that it could exercise personal jurisdiction over Stardale. We consolidated both appeals.