JOSEPH J. FROHNHOEFER, GEORGIA FROHNHOEFER AND MITCHELL A. STEIN, APPELLANTS,
v.
DUKE PONTIN D/B/A SPIRIT TOWING AND SEA TOW SERVICES FLORIDA KEYS, APPELLEES
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The Florida Third District Court of Appeal reversed a trial court's denial of a motion to dismiss for lack of personal jurisdiction over three individual defendants (the CEO, executive vice-president, and general counsel of Sea Tow Services). The court held that these non-resident New York corporate officers were protected by the corporate shield doctrine and that the plaintiff failed to establish minimum contacts with Florida necessary to satisfy the long-arm statute and due process requirements.
The court reversed and held that Florida lacked personal jurisdiction over the three individual defendants. The corporate shield doctrine protects non-resident corporate representatives from being sued in Florida for acts performed in their corporate capacities on behalf of the corporation, and all alleged acts against these defendants were corporate acts. Additionally, the plaintiff failed to establish minimum contacts between the defendants and Florida as required by both the long-arm statute and the Fourteenth Amendment's due process clause.
[1] Florida courts employ a two-step analysis to determine personal jurisdiction over a non-resident defendant under the long-arm statute, first assessing if the complaint al…
[2] The corporate shield doctrine protects non-resident corporate representatives from being sued in Florida for acts performed solely on behalf of the corporation, unless sp…
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Join FLexlaw to unlock all legal intelligence“The so-called 'corporate shield' doctrine protects a non-resident corporate representative from being sued in Florida for acts or omissions performed on behalf of the corporation.”
Establishes the foundational legal principle protecting corporate officers from personal jurisdiction when sued for corporate acts
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Join FLexlaw to unlock all legal intelligenceDuke Pontin, owner of Spirit Towing, entered into a licensing agreement with Sea Tow (a New York company) to be the exclusive Sea Tow operator in Flor…
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SUAREZ, J.
Joseph J. Frohnhoefer, Georgia Frohn-hoefer (collectively “Frohnhoefers”) and Mitchell A. Stein (“Stein”), appeal the trial court’s order denying their motion to dismiss the suit filed against each of them individually by Duke Pontin d/b/a Spirit Towing (“Pontin”) and Sea Tow Services Florida Keys (“Sea Tow”), for lack of personal jurisdiction. We have jurisdiction, Fla. R.App. P. 9.130(a)(3)(C)®. We reverse.
Pontin, the owner of Spirit Towing, entered into a licensing agreement with Sea Tow, a New York company, whereby Pon-tin’s company would be the exclusive Sea Tow operator within certain waters off of the Florida Keys. Pontin sued Sea Tow for breach of contract in 2001, alleging that Sea Tow failed to prevent another Sea Tow franchisee from encroaching on Pontin’s exclusive territory. In the third amended complaint, Pontin added individually as defendants Sea Tow’s CEO (Joseph Frohn-hoefer), the executive vice-president (Geor gia Frohnhoefer), and general counsel (Mitchell Stein), claiming against each fraud and conspiracy to commit fraud, tortious interference with contractual relationship (as to the Frohnhoefers only), and breach of fiduciary duty. The Frohnhoe-fers and Stein moved to dismiss the counts against them in their individual capacities alleging that the court lacked personal jurisdiction under Florida’s long-arm statute, section 48.193, Florida Statutes (2005). The trial court denied the motion to dismiss. This timely appeal followed.
Florida courts use a two-step analysis to determine whether Florida has jurisdiction over a non-resident defendant under Florida’s long-arm statute, section 48.193, Florida Statutes (2005). “First, the court must determine whether the plaintiffs complaint alleges sufficient jurisdictional facts to bring the action within the ambit of the long-arm statute. Second, it must determine whether there are sufficient minimum contacts between the defendant and Florida to satisfy the Fourteenth Amendment’s due process requirements.” OSI Indus., Inc. v. Carter, 834 So. 2d 362 (Fla. 5th DCA 2003).
We find the third amended complaint alleges no basis for personal jurisdiction over the Frohnhoefers and Stein.1 The Frohnhoefers and Stein each submitted an affidavit with their motion to dismiss. Each is a resident of New York, has never owned personal or real property in Florida, and has never had a Florida driver’s license, owned or operated a business in Florida, solicited business on their own behalf in Florida, or performed services or sold goods in Florida. Pontin filed an affidavit in response stating that he negotiated the Sea Tow contract with the Frohn-hoefers and entered into a contract and other written agreements with Sea Tow that Stein drafted. Pontin also alleges that Stein has communicated with other Sea Tow operators in Florida and that Frohnhoefers had previously been involved in Florida lawsuits.
The so-called “corporate shield” doctrine protects a non-resident corporate representative from being sued in Florida for acts or omissions performed on behalf of the corporation. See Doe v. Thompson, 620 So. 2d 1004 (Fla.1993). All of the acts alleged against the Frohnhoefers and Stein in the third amended complaint were acts committed by them in their corporate capacities on behalf of the Sea Tow company. None of the allegations rise to the level that would remove the corporate shield protection.2 In addition, Pontin has failed to meet the second prong minimum contacts requirement of the analysis. The third amended complaint fails to plead the existence of any contact between the Frohnhoefers or Stein and the State of Florida such as to satisfy federal due process requirements. Tramel v. D’Angel, 917 So. 2d 982 (Fla. 3d DCA 2005)(insufficient facts to satisfy the statutory requirements of section 48.193, Florida Statutes, and insufficient allegation of minimum contacts where corporate officer made two business trips to Florida in his corporate capacity.)
Reversed and remanded.
. No party disputes that there is jurisdiction over Sea Tow.
. For example, in the third amended complaint for fraud and conspiracy to commit fraud, the allegations are that Sea Tow International, by and through its officers and directors and Stein, as general counsel made certain false representations.
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Kitroser v. Hurt, 85 So. 3d 1084 (Fla. 2012)…tside the forum state and not for his own benefit but for the exclusive benefit of his employer. See Marine Midland, 664 F. 2d at 902; see also Doe, 620 So. 2d at 1006; Rensin v. State, 18 So. 3d 572, 574 (Fla. 1st DCA 2009); Frohnhoefer v. Pon-tin, 958 So. 2d 420, 422 (Fla. 3d DCA 2007).3 Here, the parties dispute when the doctrine applies to shield nonresident corporate defendants from operation of Florida’s long-arm statute. Kitroser contends that the doctrine’s application is dependent upon the physical…
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MPS Monitor S.R.L. v. Oberon Americas, Inc. (M.D. Fla. 2025)…th v. Panera Bread, 2009 WL 10667191, *8 (S.D. Fla. Aug. 11, 2009) (holding that “mere allegations of intentional misconduct on behalf of the employer ... without more are not enough to avoid the corporate shield doctrine."); Frohnhoeffer v. Pontin, 958 So. 2d 420, 422 (Fla. 3d 10 ---PAGE 11--- DCA 2007) (holding corporate shield doctrine applied where “[a]ll of the acts alleged against the [corporate officers] were acts committed by them in their corporate capacities"). While Oberon suggests in its Respons…
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SIG Sauer, Inc. v. D & M Holding Co., LLC (M.D. Fla. 2022)…on over a nonresident corporate officer unless the plaintiff alleged he “departed from his corporate responsibility,” Intercarga Internacional De Carga, S.A. v. Harper Grp., Inc., 659 So. 2d 1208, 1210 (Fla. 3d DCA 1995); see Frohnhoeter v. Pontin, 958 So. 2d 420, 422 (Fla. 3d DCA 2007), and a Third Circuit case applying New York law, Halperin v. Moreno (In re Green Field Energy Servs., Inc), 834 F. App’x 695, 697 (3d Cir. 2020). None of these cases hold that a corporate agent is not liable for his torts if…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- DOE v. Jere William Thompson, 620 So. 2d 1004 (Fla. 1993)
- OSI Indus., Inc. v. Carter, 834 So. 2d 362 (Fla. 5th DCA 2003)
- Tramel v. D'Angel Bedding Corp., 917 So. 2d 982 (Fla. 3d DCA 2005)