International Harvester Co. v. Mann

• Decision Date: 19 December 1984
• Docket Number: No. BA-241,BA-241
• Citation: 460 So.2d 580
• Parties: INTERNATIONAL HARVESTER COMPANY, a corporation, Paul L. Rice, Ken Law and Mann International, Inc., a corporation, Appellants, v. C. Rex MANN, Appellee.
• Court: Florida District Court of Appeals

Page 580

460 So.2d 580

INTERNATIONAL HARVESTER COMPANY, a corporation, Paul L. Rice, Ken Law and Mann International, Inc., a corporation, Appellants, v. C. Rex MANN, Appellee.

No. BA-241.

District Court of Appeal of Florida First District.

Dec. 19, 1984.

Alan C. Sundberg, Sylvia H. Walbolt and W. Douglas Hall of Carlton, Fields, Ward, Emmanuel, Smith & Cutler, P.A., Tallahassee, for appellants.

Frank A. Baker, Marianna, for appellee.

SHIVERS, Judge.

Defendants/appellants appeal an order denying their motion to dismiss for lack of personal jurisdiction over defendants Price and Law.

Defendant/appellant Mann International, Inc. (MI) is a Delaware corporation, authorized to do business in Florida and having its sole place of business in Jackson County, Florida. MI's board of directors consists of appellee Mann, a Florida resident, and appellants Price and Law, both Georgia residents. Defendant/appellant International Harvester, also a foreign corporation authorized to do business in Florida, owns 100% of the voting and preferred stock of MI, while appellee Mann owns 100% of the non-voting stock.

Suit was filed by Mann in Jackson County, Florida, following action taken by International Harvester, Price, and Law to liquidate all assets of MI by transferring those assets to International Harvester at a price substantially below fair market value. The meeting at which the decision was made to liquidate was held in Delaware and Mann received no notice of the liquidation, the effect being to deprive him of his ownership interest in MI without payment of any compensation.

Count I of appellee's complaint was a shareholder's derivative action brought on behalf of MI, alleging breach of fiduciary duty owed to MI by appellant. Appellee claimed that MI suffered damages to its inventory and to its value as an ongoing business concern by reason of defendant's actions. Count II was an action brought by appellee individually for breach of fiduciary duty owed to him by appellant. That count claimed that appellants' actions were taken for the purpose of defrauding appellee and were calculated to render the value of his shares in MI worthless. Process was served upon appellants Price and Law in Georgia, after which they moved to dismiss the complaint for lack of personal jurisdiction. The denial of that motion resulted in this appeal.

Section 48.193(1), Florida Statutes (1983) authorizes personal service on a non-resident who:

(a) Operates, conducts, engages in, or carries on a business or business venture in this state or has an office or agency in this state.

(b) Commits a tortious act within this state.

Plaintiff/Appellee has conceded to appellants' argument that subsection (a) cannot form the basis for personal jurisdiction in this case, as he has not alleged that Price or Law were engaged in business as individuals, but only as directors of MI. Therefore, if the trial court's jurisdiction is to be affirmed, it must be based upon a finding that appellants Price and Law have committed a tort within the state of Florida.

It is well-established that the commission of a tort for purposes of establishing long-arm jurisdiction does not require physical entry into the state, but merely requires that the place of injury be within Florida. Lee B. Stern & Co., Ltd. v. Green, 398 So.2d 918 (Fla. 3rd DCA 1981); Bangor Punta Operations, Inc. v. Universal Marine Co., 543 F.2d 1107 (5th Cir.1976); Rebozo v. Washington Post Co., 515 F.2d 1208 (5th Cir.1975). Based upon that interpretation of subsection (b), appellee asserts that, assuming arguendo the defendants' actions originated elsewhere, they culminated in Jackson County, Florida in (1) effecting...