O'BRIEN GLASS v. MIAMI WALL SYSTEMS

Citation Codes

Equivalent Citations

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Docket Number

No. 94-1590.

Attorney(S)

Lyons and Farrar and Charles O. Farrar, Jr., Coral Gables, for appellant. Conroy, Simberg Lewis and Robert I. Buchsbaum and J.D. Skip Bardfeld, Hollywood, for appellee.

Judges

LEVY, Judge.

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Smart Summary

Factual and Procedural Background

O'Brien Glass Company, a foreign corporation organized and principally located in Illinois and not licensed to do business in Florida, contracted with Miami Wall Systems, a Florida corporation, to manufacture and supply windows and other materials for a construction project in Illinois. O'Brien accepted Miami Wall’s quote and placed two separate orders, including one for aluminum grills which were paid for. After receiving the windows, O'Brien claimed they were defective and refused to pay for them. Miami Wall filed suit in Florida’s Dade Circuit Court to enforce payment. O'Brien moved to dismiss the complaint for lack of personal jurisdiction, asserting insufficient minimum contacts with Florida. The trial court denied this motion, and O'Brien appealed the non-final order.

Legal Issues Presented

Whether Florida courts have personal jurisdiction over O'Brien Glass Company based on its contacts with Florida under the Florida long-arm statute and the due process clause.

Arguments of the Parties

The opinion does not contain a detailed account of the parties' legal arguments.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Venetian Salami Co. v. Parthenais, 554 So.2d 499 (Fla. 1989)	Personal jurisdiction requires acts under Florida's long-arm statute and sufficient minimum contacts to satisfy due process.	Confirmed that O'Brien lacked sufficient minimum contacts to be sued in Florida despite some contacts.
Citicorp Ins. Brokers (Marine), Ltd. v. Charman, 635 So.2d 79 (Fla. 1st DCA 1994)	Supports the minimum contacts requirement under Florida long-arm jurisdiction.	Referenced to affirm the necessity of minimum contacts.
Klein v. Federated Builders, Inc., 616 So.2d 623 (Fla. 4th DCA 1993)	Minimum contacts requirement for personal jurisdiction.	Used to support the court’s jurisdictional analysis.
KFD Aviation, Inc. v. Knight Aero Corp., 612 So.2d 727 (Fla. 3d DCA 1993)	Minimum contacts standard for personal jurisdiction.	Reinforced the court’s conclusion on jurisdictional insufficiency.
Hatcher v. Hatcher, 598 So.2d 214 (Fla. 2d DCA 1992)	Requirement of minimum contacts for jurisdiction.	Referenced in support of the minimum contacts analysis.
Fleming Weiss, P.C. v. First Am. Title Ins. Co., 580 So.2d 646 (Fla. 3d DCA 1991)	Minimum contacts required for personal jurisdiction.	Used as authority for the jurisdictional standard.
Alan Richard Textiles, Ltd. v. Vertilux, Inc., 627 So.2d 529 (Fla. 3d DCA 1993)	Ordering goods from a Florida corporation insufficient to establish minimum contacts.	Held dispositive that O'Brien’s order alone did not confer jurisdiction.
Payless Drug Stores Northwest, Inc. v. Innovative Clothing Exchange, Inc., 615 So.2d 249 (Fla. 3d DCA 1993)	Nonresident purchaser’s limited contacts with Florida insufficient for jurisdiction.	Supported the conclusion that O'Brien’s contacts were insufficient.
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985)	Contract alone insufficient to establish minimum contacts for jurisdiction.	Quoted to emphasize that contractual relationship alone does not confer jurisdiction.
Sorokwasz v. Kaiser, 549 So.2d 1209 (Fla. 3d DCA 1989)	Presumption that payment is made where the payee resides if not otherwise agreed.	Used to determine presumed place of payment in this case.
Pellerito Foods, Inc. v. American Conveyors Corp., 542 So.2d 426 (Fla. 3d DCA 1989)	Same as Sorokwasz regarding presumption of payment location.	Applied similarly to confirm payment presumptions.
Katz v. Richard Plumer Co., 479 So.2d 874 (Fla. 3d DCA 1985)	Presumption of payment location and jurisdictional considerations.	Used to support jurisdictional analysis related to payment location.

Court's Reasoning and Analysis

The court analyzed the personal jurisdiction issue by applying Florida’s long-arm statute and the constitutional due process requirement of minimum contacts. Although O'Brien committed an act enumerated in the long-arm statute by ordering goods from a Florida corporation, the court found that O'Brien’s contacts with Florida were insufficient to satisfy minimum contacts. The court noted that O'Brien did not conduct business in Florida, did not have a corporate presence there, and had no other contacts besides ordering and paying for goods shipped to Illinois. The court emphasized that mere contractual relationships and the fact that payment was due in Florida do not alone establish minimum contacts. The court relied on controlling precedent holding that ordering goods from a Florida corporation and payment obligations alone do not confer personal jurisdiction over a nonresident defendant. Consequently, the trial court’s denial of O'Brien’s motion to dismiss was reversed.

Holding and Implications

REVERSED AND REMANDED WITH INSTRUCTIONS TO GRANT THE MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION.

The direct effect of this decision is that O'Brien Glass Company cannot be sued in Florida courts on this contract dispute due to insufficient minimum contacts. The opinion does not establish new precedent but reaffirms established principles limiting personal jurisdiction over nonresident defendants who do not conduct business or maintain sufficient contacts in the forum state.

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O'BRIEN GLASS COMPANY, A FOREIGN CORPORATION, APPELLANT, v. MIAMI WALL SYSTEMS, INC., APPELLEE.

LEVY, Judge.

An out of state corporation appeals a trial court order denying its motion to dismiss plaintiff's complaint for lack of personal jurisdiction. Because we conclude that the appellant lacks the requisite minimum contacts to be sued in Florida, we reverse.

O'Brien Glass Company (O'Brien) is a foreign corporation organized under the laws of, and maintaining its principal place of business in, the State of Illinois. O'Brien is not licensed or authorized to do business in Florida. Miami Wall Systems, Inc. (Miami Wall), a Florida corporation, submitted a quote to manufacture windows and other materials for one of O'Brien's construction projects taking place in Urbana, Illinois. O'Brien accepted Miami Wall's quote by sending a purchase order for the windows and other materials to Miami Wall at its place of business in Hialeah, Florida. While awaiting the delivery of its first order, O'Brien placed a separate order from Miami Wall for aluminum grills to be used in the same construction project in Illinois. O'Brien accepted and paid for these grills. However, after receiving and inspecting Miami Wall's shipment of windows, O'Brien notified Miami Wall that the windows were defective because they did not meet the required specifications. Miami Wall insisted that the windows were not defective, and therefore refused to cure the alleged defect. As a result, O'Brien refused to pay for the goods.

Consequently, Miami Wall filed a complaint against O'Brien in the Dade Circuit Court to enforce payment of the contract. In response, O'Brien filed a motion to dismiss and quash service for lack of personal jurisdiction, claiming that it did not have sufficient minimum contacts with Florida so as to be sued in Florida. Both parties submitted memoranda and affidavits to support their positions. Following argument on the motion, the trial court denied O'Brien's motion to dismiss. O'Brien now appeals the trial court's non-final order. See Fla. R.App.P. 9.130(a)(3)(C)(i).

In order to sustain personal jurisdiction over a nonresident defendant in Florida, a defendant must perform one of the acts enumerated in the Florida long-arm statute and must also have sufficient minimum contacts with Florida so as to satisfy the due process clause requirement. Venetian Salami Co. v. Parthenais, 554 So.2d 499, 503 (Fla. 1989); see also Citicorp Ins. Brokers (Marine), Ltd. v. Charman, 635 So.2d 79, 80 (Fla. 1st DCA 1994); Klein v. Federated Builders, Inc., 616 So.2d 623, 624 (Fla. 4th DCA 1993); KFD Aviation, Inc. v. Knight Aero Corp., 612 So.2d 727, 727 (Fla. 3d DCA 1993); Hatcher v. Hatcher, 598 So.2d 214, 214 (Fla. 2d DCA 1992); Fleming Weiss, P.C. v. First Am. Title Ins. Co., 580 So.2d 646, 647 (Fla. 3d DCA 1991). The record reflects that O'Brien does not have sufficient minimum contacts with Florida so as to satisfy the minimum contacts due process requirement and therefore cannot be sued here.

O'Brien does not contend that it did not commit one of the enumerated acts listed in the long-arm statute, and therefore we will not address that issue.

Some facts are undisputed. First, O'Brien and Miami Wall exchanged several phone calls while negotiating and executing their contract, resulting in O'Brien placing two separate orders for building materials from Miami Wall. Miami Wall shipped the goods to O'Brien, in Illinois, pursuant to a shipment contract. O'Brien has not had any other contacts with Florida. Clearly, O'Brien does not itself, enjoy a corporate presence in Florida and has neither solicited nor conducted any of its business in Florida. The foregoing facts merely demonstrate that an out of state corporation (O'Brien), which does not conduct its business in Florida, purchased some goods from a corporation (Miami Wall) which does conduct business in Florida.

The mere fact that O'Brien ordered goods from a Florida corporation does not render it amenable to suit in Florida. Alan Richard Textiles, Ltd. v. Vertilux, Inc., 627 So.2d 529, 530 (Fla. 3d DCA 1993) (holding that the act of ordering goods from a Florida corporation was insufficient to establish minimum contacts); see also Payless Drug Stores Northwest, Inc. v. Innovative Clothing Exchange, Inc., 615 So.2d 249 (Fla. 3d DCA 1993) (holding that a nonresident clothing purchaser whose sole contacts with Florida consisted of placing two orders in Miami, with payment thereafter to be made in Miami, did not have sufficient minimum contacts with Florida so as to allow the resident clothing seller to bring suit in Florida for nonpayment). Moreover, "a contract alone is not sufficient to establish minimum contacts with the forum state so as to allow an out-of-state party to be sued in the forum state." Alan Richard Textiles, 627 So.2d at 530 (quoting Burger King Corp. v. Rudzewicz, 471 U.S. 462, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985)); see also Payless Drug Stores, 615 So.2d at 250.

Since it is not clear from the record whether the parties reached any agreement as to where O'Brien was to make payment for the windows and other materials, the law requires us to presume that payment is to be made where the payee resides. See Sorokwasz v. Kaiser, 549 So.2d 1209 (Fla. 3d DCA 1989); Pellerito Foods, Inc. v. American Conveyors Corp., 542 So.2d 426 (Fla. 3d DCA 1989), disapproved of on other grounds by, Payless Drug Stores, 615 So.2d at 251; Katz v. Richard Plumer Co., 479 So.2d 874 (Fla. 3d DCA 1985). Thus, we must assume that O'Brien had a responsibility to send payment for the goods to Hialeah, Florida, where Miami Wall has its principal place of business. However, the fact that payment was due in Florida, is not a "sufficient minimum contact" to sustain personal jurisdiction. "[T]he mere failure to pay money in Florida, standing alone, will not suffice to obtain jurisdiction over a nonresident defendant." Venetian Salami, 554 So.2d at 503; Alan Richard Textiles, 627 So.2d at 530; Payless Drug Stores, 615 So.2d at 250.

Consequently, for the foregoing reasons, we reverse the trial court's order and remand with instructions to grant O'Brien's motion to dismiss for lack of personal jurisdiction.

Reversed and remanded with instructions.