BCE DEVELOPMENT PROPERTIES, INC., APPELLANT,
v.
AERO EXCHANGE, A FLORIDA CORPORATION, APPELLEE
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A seller of an airplane in Florida, whose broker procured the buyer, is subject to Florida's personal jurisdiction for a commission dispute.
[1] A seller who enters into a brokerage contract in Florida for the sale of an airplane is subject to personal jurisdiction in Florida courts for an action by the broker to…
[2] A successor corporation is accountable for the continuing transactions of its predecessor for purposes of establishing personal jurisdiction.
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Join FLexlaw to unlock all legal intelligenceAppellee, a Florida broker, entered into a brokerage contract in Florida to sell an airplane for appellant. The sale was effectuated, but the seller (…
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HERSEY, Chief Judge.
We hold in this case that sale of an airplane in Palm Beach County, Florida, to a buyer procured by appellee (as broker under a brokerage contract entered into in Palm Beach County, Florida) subjects appellant, seller, to personal jurisdiction of the courts of Florida in an action by the broker to recover a commission for effectuating that sale.
Appellant, BCE Development Properties, Inc., succeeded to all of the assets of its now-dissolved predecessor, Oxford Properties, Inc., the corporation that executed the brokerage contract as seller of the airplane in question. It is therefore not a sufficient defense against an assertion of jurisdiction for BCE to allege it never did business in Florida for it is accountable by law for the continuing transactions of its predecessor. Nicolet, Inc. v. Benton, 467 So. 2d 1046 (Fla. 1st DCA 1985). See also Bernard v. Kee Manufacturing Company, Inc., 409 So. 2d 1047 (Fla.1982).
Further, the contract was silent as to the place of payment. Thus the debtor, appellant, must seek out the creditor, appellee, and the breach of contract for nonpayment occurs where the creditor is domiciled. See Borkson, Simon & Moskowitz, P.A., v. Troutman, 534 So. 2d 928 (Fla. 4th DCA 1988); Osborn v. University Society, Inc., 378 So. 2d 873 (Fla. 2d DCA 1979). See also Kane v. American Bank of Merritt Island, 449 So. 2d 974 (Fla. 5th DCA 1984).
We conclude that appellant had sufficient contacts with this jurisdiction to satisfy due process requirements and traditional notions of fair play and substantial justice. See Maschinenfabrik Seydelmann v. Altman, 468 So. 2d 286 (Fla. 2d DCA), rev. denied, 476 So. 2d 672 (Fla.1985). When a corporation purposefully avails itself of the privilege of conducting activities within the forum state, it has clear notice that it is subject to suit there. Ford Motor Company v. Atwood Vacuum Machine Company, 392 So. 2d 1305 (Fla.), cert. denied, 452 U.S. 901, 101 S.Ct. 3024, 69 L.Ed.2d 401 (1981).
We affirm denial of the motion to dismiss.
AFFIRMED.
DOWNEY and LETTS, JJ., concur.
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Authorities Cited
- Jaffer v. Miami Beach Redev. Agency, 392 So. 2d 1305 (Fla. 1980)
- Bernard v. KEE Mfg. Co., Inc., 409 So. 2d 1047 (Fla. 1982)
- Osborn v. The Univ. Soc'y, Inc., 378 So. 2d 873 (Fla. 2d DCA 1979)
- Kane v. The Am. Bank OF Merritt Island, 449 So. 2d 974 (Fla. 5th DCA 1984)
- Atwood Vacuum Mach. Co. v. Ford Motor Co., 452 U.S. 901 (U.S. 1981)
- Prenzler v. Pike, 452 U.S. 901 (U.S. 1981)
- Maschinenfabrik Seydelmann v. Altman, 468 So. 2d 286 (Fla. 2d DCA 1985)
- Nicolet, Inc. v. Edward C. Benton & Annie M. Benton, 467 So. 2d 1046 (Fla. 1st DCA 1985)
- Borkson, Simon & Moskowitz, P.A. v. Troutman, 534 So. 2d 928 (Fla. 4th DCA 1988)