W.R. EDWARDS, JR. AND DIANE D. EDWARDS, APPELLANTS,
v.
GEOSOURCE, INC., APPELLEE
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The court held that the defendants' actions did not establish sufficient minimum contacts with Florida to justify personal jurisdiction.
[1] A Florida court lacks personal jurisdiction over a defendant who merely signs a promissory note in another state as a guarantor for a Florida corporation.
[2] The ownership of stock in a Florida corporation, without more, does not establish sufficient minimum contacts for personal jurisdiction in Florida.
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Join FLexlaw to unlock all legal intelligenceDefendants, who were in Texas, signed a promissory note as guarantors for a Florida corporation in which one defendant was a stockholder. The plaintif…
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BARFIELD, Judge.
W.R. Edwards, Jr. and Diane D. Edwards appeal from a nonfinal order denying their motion to dismiss for lack of personal jurisdiction. Plaintiff sought jurisdiction over defendants under section 48.-193, Florida Statutes (1983), by alleging that they “were conducting, engaging in and carrying on a business or business venture in this state with an office or agency in this state. This action arises out of the acts of Edwards pursuant to his (her) involvement with such business venture in the State of Florida.” We reverse and find that the actions of these appellants did not constitute sufficient “minimum contacts” with the State of Florida to give them reasonable notice that they might be hauled into court in Florida and to meet the test of International Shoe Company v. Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945).
These defendants, in Texas, signed a promissory note as guarantors of an obligation of a Florida corporation. W.R. Edwards, Jr. was a stockholder of the Florida corporation. It is questionable from the record whether Diane D. Edwards was an owner of any interest in the corporation through the interest of her husband, W.R. Edwards, Jr. There is some evidence that W.R. Edwards, Jr. may have been involved in decisions concerning financial matters for the corporation, but there is no indication that any of those matters were even discussed in the State of Florida.
Signing a promissory obligation, in and of itself, is insufficient contact to confer personal jurisdiction. Odell v. Signer, 169 So. 2d 851 (Fla. 3d DCA 1964). There is no evidence of corporate actions within the State of Florida which could be imputed to these defendants so as to bring them within the personal jurisdiction of the state. Odell v. Signer, 169 So. 2d at 853. The mere ownership of stock in a Florida corporation, coupled with the execution of a promissory note to purchase the stock, would be insufficient contact. Uible v. Landstreet, 392 F. 2d 467 (5th Cir.1968).
REVERSED.
BOOTH, C.J., and WIGGINTON, J„ concur.
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Jones v. Directors Guild OF Am., Inc., 584 So. 2d 1057 (Fla. 1st DCA 1991)…s would not, in and of itself, satisfy the sufficient minimum contacts1 required for the California court to acquire personal juris [*1060] diction over Jones. Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla.1989); Edwards v. Geosource, Inc., 473 So. 2d 36 (Fla. 1st DCA 1985). However, in this case, Ware’s affidavit contains additional facts that may or may not satisfy the minimum contacts requirement. For example, Ware’s affidavit asserts that Jones was the executive producer of Deathwork, but does n…
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Renda v. Peoples Fed. Sav. & Loan Ass'n OF Tarentum, 538 So. 2d 860 (Fla. 1st DCA 1988)…rther, the execution of an agreement to guarantee the obligations of the Florida corporation by non-residents has been held to be insufficient contact, in and of itself, to confer Florida jurisdiction over the guarantors. Edwards v. Geosource, Inc., 473 So. 2d 36 (Fla. 1st DCA 1985).4 Aside from the two bases found by the trial court, the only other possible basis for long-arm jurisdiction over the appellants is section 48.193(1)(g), the breach of a contract in Florida by failing to perform acts required by…
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Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Int'l Shoe Co. v. State OF Wash., 326 U.S. 310 (U.S. 1945)
- Odell v. Burton R. Signer and David Marks, 169 So. 2d 851 (Fla. 3d DCA 1964)
- Uible v. Landstreet, 392 F.2d 467 (5th Cir. 1968)