Instrumentacion v. Philips Electronics

• Decision Date: 21 March 2007
• Docket Number: No. 3D06-3098.,3D06-3098.
• Citation: 951 So.2d 1001
• Parties: INSTRUMENTACION, LTDA., Appellant, v. PHILIPS ELECTRONICS NORTH AMERICA CORPORATION, Appellee.
• Court: Florida District Court of Appeals

951 So.2d 1001

INSTRUMENTACION, LTDA., Appellant, v. PHILIPS ELECTRONICS NORTH AMERICA CORPORATION, Appellee.

No. 3D06-3098.

District Court of Appeal of Florida, Third District.

March 21, 2007.

Rasco Reininger Perez Esquenazi & Vigil and Steve Reininger, Coral Gables, for appellant.

Morgan, Lewis & Bockius and Robert Brochin, Miami, for appellee.

Before COPE, C.J., and SUAREZ and LAGOA, JJ.

SUAREZ, J.

Instrumentacion, Ltda. ("Instrumentacion") appeals an order denying its motion to dismiss Philips Electronics North America Corporation's ("Philips") suit for lack of personal jurisdiction. We reverse and remand for a limited evidentiary hearing.

Instrumentacion contends that the trial court should have dismissed Philips' suit because Florida courts lack personal jurisdiction over the foreign company. Philips asserts jurisdiction exists under Florida's long-arm statute and a forum selection clause that requires the parties to resolve their disputes in Miami courts.

Instrumentacion, a Colombian company, and Philips' predecessor Hewlett Packard ("HP"), located in Miami, entered into a distribution Agreement (the "Agreement") for the resale of HP products in Colombia in 1999. The Agreement contains a forum selection clause requiring that any lawsuit regarding any claim or dispute arising out of the Agreement or any other claim must be brought exclusively in Miami-Dade County courts and governed by Florida law. In October, 2001, Instrumentacion sued Philips in Colombia regarding the parties' commercial agency relationship under contracts between 1965 and 2000. While that suit was still pending, Philips filed the instant suit against Instrumentacion in September, 2005, for breach of contract and declaratory judgment in Miami-Dade County circuit court. Philips alleges Instrumentacion breached the Agreement by filing suit in Colombia and seeks declaratory judgment regarding the agency relationship between the parties. Instrumentacion filed a motion to dismiss for lack of personal jurisdiction, arguing: 1) Florida's long-arm statute does not apply; 2) Instrumentacion has insufficient minimum contacts with Florida; and 3) the Agreement's forum selection clause is unenforceable. The trial court denied the motion to dismiss following legal argument.

A plaintiff initially bears the burden of pleading facts to satisfy Florida's long-arm statute. Venetian Salami Co. v. Parthenais, 554 So.2d 499, 502 (Fla.1989). The burden then shifts to the defendant to contest the complaint's jurisdictional allegations, or to claim that there are insufficient federal minimum contacts by way of affidavit or other sworn proof. Venetian, 554 So.2d at 502. If the sworn proof properly contests the jurisdictional facts, the burden shifts back to the plaintiff to refute the defendant's evidence through its own affidavit or other sworn proof. Venetian, 554 So.2d at 502. A court may resolve the jurisdictional issue based on the affidavits so long as the affidavits can be harmonized. However, if the affidavits conflict, the trial court...