Woods v. Jorgensen
| Decision Date | 11 March 1988 |
| Docket Number | No. 87-1043,87-1043 |
| Citation | 522 So.2d 935,13 Fla. L. Weekly 660 |
| Parties | 13 Fla. L. Weekly 660 Roy G. WOODS, Jr., California Trust, Robert L. Stillwell, Trustee, Appellant, v. J. Richard JORGENSEN, Appellee. |
| Court | Florida District Court of Appeals |
Randal H. Drew and Eugene G. Peek, of Peek, Collins & Drew, Jacksonville, for appellant.
James A. Bledsoe, Jr., of Bledsoe & Schmidt, Jacksonville, for appellee.
Appellant seeks review of an order by which its motion to dismiss for lack of personal jurisdiction was denied. We find that appellee presented an adequate basis for the exercise of jurisdiction and we therefore affirm the order appealed.
Appellant is a California trust which was named as a defendant, along with a Delaware corporation and a Florida corporation, in an action which appellee filed in the circuit court for Duval County. The case was removed to federal court and thereafter remanded back to Duval County with pending motions to dismiss raising issues including a question of personal jurisdiction. Appellee's complaint alleged that he entered into an employment agreement with the Delaware corporation (75% of the outstanding stock being owned by appellant) and was assigned to perform services for the Florida corporation (all outstanding stock being owned by the Delaware corporation) in connection with appellant's real estate development business in Jacksonville, Florida. It was further asserted that neither the Delaware nor the Florida corporation has separate assets, identity, viability, or business purpose except as a conduit or extension of appellant's individual business activities, and that the corporations are totally dominated and controlled by, and serving merely as the alter egos of, appellant. Appellee sought damages for a claimed breach of the employment agreement.
Appellant submitted an affidavit intended to negate the applicability of section 48.193, Florida Statutes, as a method by which personal jurisdiction might be obtained. 1 Among various other assertions, the affidavit stated that appellee owns the remaining 25% of the outstanding stock in the Delaware corporation and it was specifically averred that appellant has not carried on a business venture within the state of Florida, does not own any real property within the state, and has not breached any contract within the state.
Appellant having challenged jurisdiction by an affidavit purporting to negate the factual predicate upon which appellee's theory of jurisdiction was based, it then became incumbent upon appellee to substantiate the jurisdictional allegations. See Aetna Life & Casualty Co. v. Therm-O-Disc, Inc., 488 So.2d 83 (Fla. 1st DCA 1986), affirmed 511 So.2d 992 (Fla.1987). Appellee responded by submitting affidavits stating that he had moved to Florida upon the request of appellant's sole trustee to assist in forming companies for the development of real estate, purchasing real estate for development, and supervising such development. The affidavits asserted that the defendant Delaware and Florida corporations were organized pursuant to this plan in order to pursue appellant's real estate venture in Florida. Specifying certain real estate purchases which appellant funded within the state, appellee filed copies of warranty deeds as to these properties. The affidavits characterized the Delaware and Florida corporate entities as "shell corporations without any real assets," and averred that appellant was "funding or providing financial backing for all business activities."
After a hearing at which argument was presented as to various pretrial motions, memoranda of law were submitted to the court on the jurisdictional issue. Appellant also filed a supplemental affidavit by its sole trustee admitting that it had purchased real estate in Florida but stating that such property has since been sold. The affidavit further stated that the defendant Delaware and Florida corporations have separate assets, identity, viability, and business purposes and are not mere alter egos of appellant. The memoranda and affidavit were submitted with other documents and letters from the parties' counsel suggesting that with these filings the court could decide the jurisdictional issue subject to any further argument which may be desired of counsel. 2 The court subsequently entered an order indicating that it had reviewed the pleadings, memoranda, and affidavits and heard argument of counsel, whereupon it was...
To continue reading
Request your trial
-
Hobbs v. Don Mealey Chevrolet, Inc.
...necessarily translate into personal jurisdiction over a non-resident subsidiary or wholly-owned corporation. See Woods v. Jorgensen, 522 So.2d 935, 936 (Fla. 1st DCA 1988); McLean Financial Corp. v. Winslow Loudermilk Corp., 509 So.2d 1373, 1374 (Fla. 5th DCA 1987); Mac Millan-Bloedel, Ltd.......
-
Vuylsteke v. Broan
...v. Oriental Fireworks Co., 75 Or.App. 627, 707 P.2d 1250 (1985), rev. den., 300 Or. 546, 715 P.2d 93 (1986). See also Woods v. Jorgensen, 522 So.2d 935, 936 (Fla.App.1988) (holding that utilization of a corporate structure does not preclude personal jurisdiction over the dominant shareholde......
-
Frayman v. Douglas Elliman Realty, LLC
...conceal his ownership of the Property and obligations for the rental. (See Am. Compl. ¶¶ 45, 60–61, 87); see also Woods v. Jorgensen , 522 So. 2d 935, 937 (Fla. 1st DCA 1988) (affirming denial of motion to dismiss where the plaintiff alleged the defendant corporations were merely shells tha......
-
Nichols v. Paulucci, 93-2609
...evidentiary hearing or on appeal that NTS, NTS/Residential, or OLF, Inc., was formed for an improper purpose. Cf. Woods v. Jorgensen, 522 So.2d 935, 937 (Fla. 1st DCA 1988). Based on the record evidence, however, we conclude that the trial court properly ruled that it had acquired personal ......