finding personal jurisdiction where defendant knew he was affiliating and negotiating a franchise agreement with a Florida corporation, that the agreements were made in and enforced from Miami, the defendant carried on a continuous course of direct communications with the Miami headquarters, the contract contained a governing law provision providing that Florida law would govern disputes between the parties of the contract, and the defendant’s continued use of plaintiffs trademark after the contract was terminated caused foreseeable injury to plaintiff in Florida
How later courts described this case
- finding personal jurisdiction where defendant knew he was affiliating and negotiating a franchise agreement with a Florida corporation, that the agreements were made in and enforced from Miami, the defendant carried on a continuous course of direct communications with the Miami headquarters, the contract contained a governing law provision providing that Florida law would govern disputes between the parties of the contract, and the defendant’s continued use of plaintiffs trademark after the contract was terminated caused foreseeable injury to plaintiff in Florida
- recognizing that “a contract is ordinarily but an intermediate step serving to tie up prior business negotiations with future consequences which themselves are the real object of the business transaction,” and instructing lower courts to consider “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing” when determining “whether the defendant purposefully established minimum contacts within the forum” (internal citations omitted)
- finding specific jurisdiction in a case where a franchisee was required to make payments to franchisor in Florida but also had numerous other contacts with 3 AREC’s CEO provides that four of those clients lived in Florida when they originally contracted with AREC, and those four clients represent “less than one percent of [AREC’s] client base.” (Doc. 23-1 at ¶ 6.) the state amounting to “a carefully structured 20-year relationship that envisioned continuing and wide-reaching contacts . . . in Florida”
- stating that “[i]f the question is whether an individual’s contract with an out-of-state party alone can automatically establish sufficient minimum contacts in the other party’s home forum, we believe the answer clearly is that it cannot” but that “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing . . . must be evaluated in determining whether the defendant purposefully established minimum contacts within the forum”
Written by the judges who cited it.
Later courts went against this
Declined to follow by Buchanan v. Soto, 241 Cal. App. 4th 1353 (2015)
471 U.S. at p. 476) and, thus, we decline to adopt it.
Distinguished
Distinguished by in Re Patrick W. Murray, Jr. (2009)
The United States Supreme Court's holding in Burger King Corp. v. Rudzewicz, 471 U.S. 462, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985), is distinguishable from the present case.
Distinguished by CHRISTUS ST. JOSEPH'S v. Witt Biomedical Corp., 2002 Fla. App. LEXIS 287 (2002)
We think Burger King is inapposite.
Distinguished by National Enquirer, Inc. v. News Group News, Ltd., 670 F. Supp. 962 (1987)
471 U.S. 462, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985), were distinguishable to the extent that they took place under the umbrella of a franchise agreement.
The opinion
Justice Stevens,
with whom Justice White joins, dissenting.
In my opinion there is a significant element of unfairness in requiring a franchisee to defend a case of this kind in the forum chosen by the franchisor. It is undisputed that appel-lee maintained no place of business in Florida, that he had no employees in that State, and that he was not licensed to do business there. Appellee did not prepare his French fries, shakes, and hamburgers in Michigan, and then deliver them into the stream of commerce “with the expectation that they [would] be purchased by consumers in” Florida. Ante, at 473. To the contrary, appellee did business only in Michigan, his business, property, and payroll taxes were payable in that State, and he sold all of his products there.
Throughout the business relationship, appellee’s principal contacts with appellant were with its Michigan office. Notwithstanding its disclaimer, ante, at 478, the Court seems ultimately to rely on nothing more than standard boilerplate language contained in various documents, ante, at 481, *488 to establish that appellee “ ‘purposefully availed himself of the benefits and protections of Florida’s laws.’” Ante, at 482. Such superficial analysis creates a potential for unfairness not only in negotiations between franchisors and their franchisees but, more significantly, in the resolution of the disputes that inevitably arise from time to time in such relationships.
Judge Vance’s opinion for the Court of Appeals for the Eleventh Circuit adequately explains why I would affirm the judgment of that court. I particularly find the following more persuasive than what this Court has written today:
“Nothing in the course of negotiations gave Rudzewicz reason to anticipate a Burger King suit outside of Michigan. The only face-to-face or even oral contact Rudze-wicz had with Burger King throughout months of protracted negotiations was with representatives of the Michigan office. Burger King had the Michigan office interview Rudzewicz and MacShara, appraise their application, discuss price terms, recommend the site which the defendants finally agreed to, and attend the final closing ceremony. There is no evidence that Rudzewicz ever negotiated with anyone in Miami or even sent mail there during negotiations. He maintained no staff in the state of Florida, and as far as the record reveals, he has never even visited the state.
“The contracts contemplated the startup of a local Michigan restaurant whose profits would derive solely from food sales made to customers in Drayton Plains. The sale, which involved the use of an intangible trademark in Michigan and occupancy of a Burger King facility there, required no performance in the state of Florida. Under the contract, the local Michigan district office was responsible for providing all of the services due Rudzewicz, including advertising and management consultation. Supervision, moreover, emanated from that office alone. To Rudzewicz, the Michigan office was for all intents and purposes the embodiment *489 of Burger King. He had reason to believe that his working relationship with Burger King began and ended in Michigan, not at the distant and anonymous Florida headquarters. . . .
“Given that the office in Rudzewicz’ home state conducted all of the negotiations and wholly supervised the contract, we believe that he had reason to assume that the state of the supervisory office would be the same state in which Burger King would file suit. Rudzewicz lacked fair notice that the distant corporate headquarters which insulated itself from direct dealings with him would later seek to assert jurisdiction over him in the courts of its own home state. . . .
“Just as Rudzewicz lacked notice of the possibility of suit in Florida, he was financially unprepared to meet its added costs. The franchise relationship in particular is fraught with potential for financial surprise. The device of the franchise gives local retailers the access to national trademark recognition which enables them to compete with better-financed, more efficient chain stores. This national affiliation, however, does not alter the fact that the typical franchise store is a local concern serving at best a neighborhood or community. Neither the revenues of a local business nor the geographical range of its market prepares the average franchise owner for the cost of distant litigation. . . .
“The particular distribution of bargaining power in the franchise relationship further impairs the franchisee’s financial preparedness. In a franchise contract, ‘the franchisor normally occupies [the] dominant role’. . . .
“We discern a characteristic disparity of bargaining power in the facts of this case. There is no indication that Rudzewicz had any latitude to negotiate a reduced rent or franchise fee in exchange for the added risk of suit in Florida. He signed a standard form contract whose terms were non-negotiable and which appeared *490 in some respects to vary from the more favorable terms agreed to in earlier discussions. In fact, the final contract required a minimum monthly rent computed on a base far in excess of that discussed in oral negotiations. Burger King resisted price concessions, only to sue Rudzewicz far from home. In doing so, it severely impaired his ability to call Michigan witnesses who might be essential to his defense and counterclaim.
“In sum, we hold that the circumstances of the Dray-ton Plains franchise and the negotiations which led to it left Rudzewicz bereft of reasonable notice and financially unprepared for the prospect of franchise litigation in Florida. Jurisdiction under these circumstances would offend the fundamental fairness which is the touchstone of due process.” 724 F. 2d 1505, 1511-1513 (1984) (footnotes omitted).
Accordingly, I respectfully dissent.