MCFADDEN FORD, INC., APPELLANT,
v.
DIANA MANCUSO, INCOMPETENT, BY AND THROUGH HER PARENT AND LEGAL GUARDIANS, MARIO MANCUSO AND ANTOINETTE MANCUSO, AND MARIO MANCUSO AND ANTOINETTE MANCUSO, INDIVIDUALLY, APPELLEES
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McFadden Ford appealed the trial court's denial of its motion to dismiss for lack of personal jurisdiction. The Fourth District Court of Appeal reversed, holding that plaintiffs failed to establish jurisdiction over McFadden Ford under an alter ego theory because they could not prove the requisite improper conduct and failed to allege facts establishing minimum contacts with Florida.
The court reversed the trial court's denial of the motion to dismiss, holding that without allegation and proof of wrongdoing, plaintiffs cannot obtain personal jurisdiction over McFadden Ford under an alter ego theory, and the complaint alleged no other facts establishing minimum contacts with Florida or bringing the defendant within the Florida long-arm statute.
[1] A corporate veil will not be pierced unless it is shown that the corporation was organized or used to mislead creditors or to perpetrate a fraud upon them.
[2] A plaintiff must allege and prove improper conduct to establish alter ego liability for purposes of personal jurisdiction.
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Join FLexlaw to unlock all legal intelligence“the corporate veil will not be pierced, unless it is shown that the corporation was organized or used to mislead creditors or to perpetrate a fraud upon them”
Establishes the legal standard required to pierce the corporate veil and establish alter ego liability for jurisdiction purposes.
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Join FLexlaw to unlock all legal intelligencePlaintiffs sued McFadden Ford and others for damages arising from an automobile accident. McFadden Ford moved to quash service and dismiss for lack of…
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PER CURIAM.
On June 2, 1999, an opinion was filed in this case and the mandate was issued on June 18, 1999. On August 11, 1999, pursuant to the appellees’ motion, we recalled the mandate, vacated the opinion, and directed the appellees to file an answer brief. After careful consideration, we reinstate our opinion as follows:
We reverse the trial court’s denial of McFadden Ford, Inc.’s motion to quash service of process and dismiss the complaint for lack of in personam jurisdiction.
The plaintiffs sued McFadden Ford and others for damages arising out of an automobile accident. Regarding personal jurisdiction of McFadden Ford, the complaint alleges no facts which would subject appellant to jurisdiction pursuant to section 48.193, Florida Statutes. Instead the plaintiffs attempt to establish personal jurisdiction over McFadden Ford by relying on the complaint’s allegation that appellant is the alter ego of the vehicle owner, McFadden Leasing, another defendant in this case. The complaint alleges no wrongdoing and no facts connecting either McFadden Ford or McFadden Leasing with the State of Florida.
Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114, 1119-20 (Fla.1984), sets forth the rule that the corporate veil will not be pierced, unless it is shown that the corporation was organized or used to mislead creditors or to perpetrate a fraud upon them. The rule requiring a showing of improper conduct has been consistently followed. See, e.g., General Builders Corp. of Ft. Lauderdale, Inc. v. Sisk, 461 So. 2d 104 (Fla.1984); Walton v. Tomax Corp., 632 So. 2d 178 (Fla. 5th DCA 1994); Hilton Oil Transport v. Oil Transport Co., S.A., 659 So. 2d 1141, 1152 (Fla. 3d DCA 1995).
In the proceedings below McFadden Ford filed a sufficient affidavit in opposition to the allegations raised in the complaint, thereby shifting the burden to the plaintiff to show an improper purpose. Notwithstanding an eighteen month hiatus in the proceedings for jurisdictional discovery, at the hearing in the instant case, the plaintiffs’ attorney admitted that it was impossible for him to show improper conduct at that time. The trial court denied the motion concluding that such proof did not have to be shown at the hearing.
In Hobbs v. Don Medley Chevrolet, 642 So. 2d 1149, 1156 (Fla. 5th DCA 1994), the court found that an insurance carrier was not subject to jurisdiction in Florida under a theory of alter ego liability because the evidence failed to prove the corporations were formed or used for some illegal, fraudulent, or other unjust purpose. See also Qualley v. International Air Serv. Co., 595 So. 2d 194, 196 (Fla. 3d DCA 1992)(affirming a motion to dismiss for lack of jurisdiction where plaintiff merely presented evidence that the parent corporation handled accounting and payroll functions for the subsidiary). Likewise, in the instant case, the plaintiffs, having admitted they could not prove any wrongdoing, failed to meet their burden of proving that an alter ego relationship was maintained for an improper purpose.
In conclusion, without an allegation and proof of wrongdoing, the plaintiffs cannot obtain personal jurisdiction over McFadden Ford on the theory of alter ego. Because the plaintiffs have alleged no other facts which might bring McFadden Ford within any portion of the Florida long-arm statute, and no facts at all which establish minimum contacts with Florida, we conclude that the trial court erred in denying appellant’s motion to dismiss.
REVERSED.
GUNTHER, KLEIN and TAYLOR, JJ., concur.
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Am. Express Ins. Servs. Europe Ltd. v. Duvall, 972 So. 2d 1035 (Fla. 3d DCA 2008)…jurisdiction over its subsidiary, AEISEL. To support some alter-ego theory of liability, Duvall would have to allege that the corporations were formed or used for some illegal, fraudulent, or other unjust purpose. See McFadden Ford, Inc. v. Mancuso, 766 So. 2d 241, 243 (Fla. 4th DCA 2000). “[Ojwnership of a subsidiary corporation by an out-of-state parent corporation, without more, does not support a finding [*1040] that long-arm jurisdiction exists.” Extendicare, Inc. v. Estate of McGillen, 957 So. 2d 58, 64…
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Viking Acoustical Corp. v. Monco Sales Corp., 767 So. 2d 632 (Fla. 5th DCA 2000)…dertaken by its corporate predecessor in interest. As such, we conclude that Sculptchair has met its burden of proving personal jurisdiction over Chair Decor of Canada under section 48.193(l)(g). Id. at 630. See also McFadden Ford, Inc. v. Mancuso, 766 So. 2d 241 (Fla. 4th DCA 2000); Hobbs v. Don Mealey Chevrolet, Inc., 642 So. 2d 1149 (Fla. 5th DCA 1994). Although Viking maintains that a de fac-to merger occurred when Black bought most of its assets, it failed to meet its burden of proving personal jurisdi…
Authorities Cited
- Dania Jai-Alai Palace, Inc. v. Sykes, 450 So. 2d 1114 (Fla. 1984)
- Qualley v. Int'l AIR Serv. Co., Ltd., 595 So. 2d 194 (Fla. 3d DCA 1992)
- Hilton OIL Transp. v. OIL Transp. Co., S.A., 659 So. 2d 1141 (Fla. 3d DCA 1995)
- Gen. Builders Corp. OF Fort Lauderdale, Inc. v. Sisk, 461 So. 2d 104 (Fla. 1984)
- Hobbs v. DON Mealey Chevrolet, Inc., 642 So. 2d 1149 (Fla. 5th DCA 1994)
- Walton v. Tomax Corp., 632 So. 2d 178 (Fla. 5th DCA 1994)