TIFFANY S. BOSWELL, AN INDIVIDUAL SHAREHOLDER AND IN HER REPRESENTATIVE CAPACITIES AS TRUSTEE OF THE JOHNATHAN R. BOSWELL TRUST UTD JULY 30, 1993, AND JULIE C. BOSWELL TRUST UTD JULY 30, 1993 AS SHAREHOLDERS, AND JOHNATHAN BOSWELL, INDIVIDUALLY AS A SHAREHOLDER, ON BEHALF OF ISCO HOLDING COMPANY, INC., APPELLANTS,
v.
JOHN J. BOSWELL, INDIVIDUALLY, JAMES BRADLEY BOSWELL, INDIVIDUALLY, AMIE E. BOSWELL-DEWANE, INDIVIDUALLY, AND ISCO HOLDING COMPANY, INC., A MISSOURI CORPORATION AND NOMINAL DEFENDANT, APPELLEES
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Shareholders of ISCO Holding Company brought a derivative action against non-resident directors in Florida, claiming tortious conduct caused injury in Florida. The court affirmed dismissal for lack of personal jurisdiction, holding that because ISCO is incorporated and principally operates in Missouri, any injury to the corporation occurred in Missouri, not Florida, precluding jurisdiction under Florida's long-arm statute.
Florida does not have personal jurisdiction over the non-resident defendants. Although the plaintiffs alleged the defendants' tortious conduct caused injury in Florida, the relevant injury for purposes of the long-arm statute is injury to ISCO, the corporation on whose behalf the derivative action is brought. Since ISCO is incorporated and has its principal place of business in Missouri, any injury to ISCO occurred in Missouri, not Florida, and therefore section 48.193(1)(b) does not provide jurisdiction.
[1] A Florida court lacks personal jurisdiction over non-resident directors in a shareholder derivative action if the injury to the corporation occurred in its principal plac…
[2] In a shareholder derivative action, the injury to the corporation is considered to have occurred at its place of incorporation or principal place of business for purposes…
Previewing 2 of 3 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“ISCO, however, which is the injured entity in this shareholder derivative action, Lane v. Head, 566 So. 2d 508 (Fla.1990), is incorporated in Missouri, and has its principal place of business in Missouri.”
Establishes that the relevant injured party in a derivative action is the corporation itself, not the shareholders, and identifies ISCO's jurisdictional connection to Missouri.
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Join FLexlaw to unlock all legal intelligenceTiffany Boswell and Johnathan Boswell, shareholders of ISCO Holding Company, Inc., brought a shareholder derivative action on behalf of ISCO against d…
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KLEIN, J.
This is an appeal from an order dismissing a complaint for lack of personal jurisdictional over two individual non-resident defendants, Brad Boswell and Amy Boswell-Dewane, in a shareholder derivative action, brought on behalf of ISCO Holding Company, Inc. Plaintiffs allege that these two defendants, who are directors of ISCO, committed torts which caused injury in Florida and are subject to personal jurisdiction under section 48.193(1)(b), Florida Statutes (2004). ISCO, however, which is the injured entity in this shareholder derivative action, Lane v. Head, 566 So. 2d 508 (Fla.1990), is incorporated in Missouri, and has its principal place of business in Missouri.
The trial court found after an evidentiary hearing that any injury to ISCO would have occurred in Missouri, and accordingly section 48.193(1)(b), would not give Florida long-arm jurisdiction.
We agree. Posner v. Essex Ins. Co., 178 F. 3d 1209 (11th Cir.1999) (Florida did not have personal jurisdiction in minority shareholder’s claim of mismanagement against a Bermuda corporation and its majority shareholder; any injury to Bermuda corporation occurred in the company’s principle place of business, Bermuda or Pennsylvania); Int’l Hous., Ltd. v. Rafidain Bank Iraq, 893 F. 2d 8, 11 (2d Cir.1989) (“An injury to a corporation occurs in some legally significant situs, for instance, the place of incorporation.”); Becker v. Hooshmand, 841 So. 2d 561 (Fla. 4th DCA 2003) (a cause of action in tort arises where injury to plaintiff first occurs).
We have considered the plaintiffs’ remaining arguments on personal jurisdiction, but find them to be without merit. Affirmed.
POLEN and SHAHOOD, JJ., concur.
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ARCH Aluminum & Glass Co., Inc. v. Haney, 964 So. 2d 228 (Fla. 4th DCA 2007)…occur in some legally significant situs, such as the place of incorporation or a place designated for the performance of a contract. See Int'l Hous. [*234] Ltd. v. Rafidain Bank Iraq, 893 F. 2d 8, 11 n. 3 (2d Cir.1989); see also Boswell v. Boswell, 902 So. 2d 844 (Fla. 4th DCA 2005) (in shareholder derivative action, any injury to the corporation would have occurred in Missouri, the place of incorporation and the principal place of business). However, we reject Arch’s suggestion that the situs of an injury t…
Authorities Cited
- Posner v. Essex Ins. Co., Ltd., 178 F.3d 1209 (11th Cir. 1999)
- Lane v. Head, 566 So. 2d 508 (Fla. 1990)
- Becker v. Hooshang Hooshmand, M.D., 841 So. 2d 561 (Fla. 4th DCA 2003)
- Int'l Hous. Ltd. v. Rafidain Bank Iraq, 893 F.2d 8 (2d Cir. 1989)