Generally, in order to bring a non-resident to Florida to defend a case
for breach of contract, there must be more than an obligation to pay in
the state to support constitutional due process requirements. Florida
courts have consistently held that an obligation to pay in Florida alone
is not enough, even if the parties agree in their contract to jurisdiction
In the context of business transactions, this outcome renders so many transactions
meaningless since creditors find themselves with guarantors (for example)
who reside elsewhere and enforcement could be tricky and expensive; creditors
find themselves having to pursue individual guarantors in different jurisdictions.
Welcome Florida Statute §§ 685.101-102. This Statute is essentially
an alternative long-arm provision which enables parties to consent to
jurisdiction in Florida if certain conditions exist.
The Contract between the parties must (1) include a choice of law provision
designating Florida law as the governing law, (2) include a provision
whereby the nonresident agrees to submit to the jurisdiction of the Florida
courts, (3) involve consideration of not less than $250,000.00 and (4)
either bear a substantial or reasonable relation to Florida
or have at least one of the parties to the contract must be a resident of Florida
or incorporated under its law.
Alex Rosenthal and Amanda Jassem of Rosenthal Law Group recently handled
a matter seeking to enforce a personal guaranty signed by a New York resident
who claimed to have no contacts with the state of Florida other than the
execution of a personal guaranty of a commercial property lease signed
by a corporate tenant for space in Broward County, Florida. The guarantor
moved to dismiss the case for lack of personal jurisdiction arguing that
he had no minimum contacts with the state of Florida and, applying the
conventional long arm law, that the obligation to pay in Florida alone
is insufficient to involve the jurisdiction of Florida.
Rosenthal Law Group argued on behalf of its landlord client that Fla. Stat.§685.010-102,
and not the traditional long-arm analysis, applied. The firm pointed out
that all of the conditions of the statue applied in the particular guaranty.
The trial court denied the guarantor's motion to dismiss. The guarantor
appealed the case to the Fourth District Court of Appeal. In nearly record
speed, the Firm prevailed on the appeal when the Appellate court affirmed
the trial court's denial of the Motion to Dismiss upholding the application
of Florida's alternative long-arm provision in Fla. Stat.§685.101-102
in the context of a personal guaranty meeting the requirements of the statute.
This case illustrates the importance of careful drafting of contracts with
out of state debtors in order to enable the contracting party in Florida
to be able to invoke the provisions of Florida's alternative long
Alex P. Rosenthal, Esq.
Rosenthal Law Group
2115 North Commerce Parkway
Weston, Florida 33326