SANTARO INDUSTRIES, INC., APPELLANT,
v.
GENCOR INDUSTRIES, INC., APPELLEE
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Santaro Industries appealed a trial court's denial of its motion to dismiss for lack of personal jurisdiction in a breach of contract dispute with Gencor Industries. The Fifth District Court of Appeal affirmed, holding that Santaro's contacts with Florida—including initiating contact with the Florida-based manufacturer, receiving manufactured equipment, ordering additional parts, and contractual choice of law and forum provisions—constituted sufficient minimum contacts to establish jurisdiction.
The court affirmed the trial court's denial of the motion to dismiss, holding that Santaro had sufficient minimum contacts with Florida. The transaction's initiation by Santaro's contact with the Florida manufacturer, manufacture of equipment in Florida, payment due in Florida, and detailed choice of Florida law and forum clauses collectively satisfied the minimum contacts requirement, and Santaro should have reasonably anticipated being sued in Florida.
[1] A Florida court may exercise personal jurisdiction over a non-resident defendant if the defendant has sufficient minimum contacts with Florida, such that the defendant co…
[2] A substantial course of dealing between parties can satisfy the minimum contacts requirement for personal jurisdiction in Florida.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“The main issue presented is whether the one-time purchase of an asphalt plant and three subsequent parts orders meet the test of Venetian Salami. This case presents a close question on the issue of minimum contacts.”
Identifies the central legal issue on appeal regarding whether the parties' transaction satisfied the minimum contacts standard for jurisdiction.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceSantaro, a New York corporation, contacted Gencor, a Florida corporation, in January 1998 about purchasing an asphalt plant. Gencor provided a 56-page…
The full statement of facts, procedural history, and disposition for this case are member content.
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PER CURIAM.
Santaro Industries, Inc. [“Santaro”] appeals the non-final order of the Orange County Circuit Court denying its motion to dismiss Gencor Industries, Inc.’s, [“Gen-cor”], complaint for lack of personal jurisdiction.
The dispute arises out of a contract for the purchase and assembly of asphalt manufacturing equipment, otherwise known as an “asphalt plant.” Plaintiff below, Gen-cor, is a Delaware corporation authorized to do business in Florida, with its principal place of business in Orange County. Gen-cor manufactures and sells industrial equipment, such as asphalt plants and soil remediation units. Santaro is a New York corporation with its principal place of business in New York.
In January 1998, Michael Santaro contacted various manufacturers, including Gencor in Florida, about the purchase of an asphalt plant. Gencor submitted a fifty-six page proposal that included Florida choice of law and forum provisions. Ultimately, although it never executed the long-form proposal, Santaro ordered the asphalt plant from Gencor, which Gencor delivered to Santaro in New York. Gen-cor’s invoice was in the amount of $1,994,-074.00, $78,618.00 more than the price quoted in the proposal. Santaro paid Gen-cor the amount stated in the proposal, but not the disputed additional amount. Between July 2, 1998, and April 6, 1999, on three occasions, Santaro ordered additional parts costing $2,715.52 from Gencor’s facility in Florida. Each of Gencor’s invoices provided the transaction would be governed by Florida law.
On May 14, 1999, Madison Highway Products [“Madison”], a company related to Santaro,1 sued Gencor for misrepresentation, breach of contract, and breach of warranty of merchantability in the Supreme Court of New York, Onondaga County. Gencor moved for dismissal but the New York court denied Gencor’s motion and determined New York would retain jurisdiction over the action.
Thereafter, on July 28, 1999, Gencor filed suit in Orange County Circuit Court, claiming Santaro was liable for breach of contract, account stated, and quantum me-ruit, and seeking damages of $89,039.53. Santaro filed a motion to dismiss Gencor’s Florida suit for lack of personal jurisdiction. The trial court conducted a non-evidentiary hearing. At the hearing, San-taro conceded the first step of the required two-step analysis under Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla.1989), for determining personal jurisdiction in Florida over a non-resident:
[Santaro’s Counsel]: As far as the legal aspect of it, obviously we’re here on personal jurisdiction grounds. The controlling law on that is a Florida Supreme Court case, Venetian Salami versus Par-thenais, which is a tried-and-true case.... And it basically sets out the procedural aspects to challenge personal jurisdiction in Florida The first element is to challenge the pleading itself, whether the pleading of their complaint has alleged sufficient jurisdictional facts.
In this case, your honor, there are facts alleged that talk about the breach of contract which was supposed to be performed in Florida. Of course, we deny those. But we do feel that there were facts alleged in the complaint sufficient to withstand the first element.
In dispute, however, was whether Santaro had sufficient minimum contacts within Florida.
On December 14, 1999, the trial court entered an order denying Santaro’s motion to dismiss. The trial court found that “the parties had a substantial course of dealing” which met the “minimum contacts requirement” of Venetian Salami Co. The main issue presented is whether the one-time purchase of an asphalt plant and three subsequent parts orders meet the test of Venetian Salami. This case presents a close question on the issue of minimum contacts. The transaction was initiated by Santaro’s contact with Gencor in Florida; the asphalt plant and subsequently ordered parts were manufactured in Florida and payment was due in Florida; there were detailed choice of Florida law and forum clauses in Gencor’s proposal and invoices. Even if the proposal was unexe-cuted, all of these factors support the lower court’s conclusion that Santaro’s contacts with Florida were such that Santaro should reasonably have anticipated being haled into a Florida court. We cannot say the lower court erred.
AFFIRMED.
COBB, W. SHARP, and GRIFFIN, JJ., concur. . Santaro asserts it was acting as agent for Madison.
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Soneet R. Kapila v. Rjpt, Ltd, 357 So. 3d 241 (Fla. 2d DCA 2023)…minimum contacts existed where unexecuted agreement contained Texas choice of law provision but "no documents with a Florida [choice of law] provision or forum selection clause were exchanged"); see also Santaro Indus., Inc. v. Gencor Indus., Inc., 766 So. 2d 1194, 1195 (Fla. 5th DCA 2000) (concluding minimum contacts existed where foreign corporation negotiated purchase agreement that included Florida choice of law provision and received invoices for purchased goods indicating that disputes would be resolved…
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Aluminator Trailers, L.L.C. v. Loadmaster Aluminum Boat Trailers, Inc., 832 So. 2d 822 (Fla. 2d DCA 2002)…carried out in any form. Moreover, the unexecuted document contained a Texas choice-of-law provision, and no documents with a Florida choice-of-law provision or forum selection clause were exchanged. Cf. Santaro Indus., Inc. v. Gencor Indus., Inc., 766 So. 2d 1194, 1195 (Fla. 5th DCA 2000) (finding minimum contacts when foreign corporation negotiated purchase agreement containing Florida choice-of-law provision, purchased goods without executing agreement, and received invoices providing that disputes would b…
Authorities Cited
- Venetian Salami Co. v. J.S. Parthenais, 554 So. 2d 499 (Fla. 1989)