COMPUGUIDE CORPORATION, A NEW JERSEY CORPORATION, APPELLANT,
v.
LOUIS L. SACHS ET AL., APPELLEES
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Compuguide Corporation, a New Jersey corporation, appealed an order denying its motion to dismiss for lack of personal jurisdiction. The court reversed, holding that a contract to purchase Florida corporation stock, standing alone, is insufficient to establish that a foreign corporation is doing business in Florida under the long-arm statute when the contract was negotiated and executed outside the state.
The court held that a contract to purchase all stock of a Florida corporation is not sufficient by itself to support a finding that a foreign corporation is doing business in Florida when the contract is not entered into or executed in the state. The subsequent acts of the corporation's president did not constitute appointment of agents in the state or exercise of control over Florida business sufficient to establish jurisdiction.
[1] A contract to purchase all of a Florida corporation's stock is insufficient, on its own, to establish that a foreign corporation is doing business in the state if the con…
[2] Acts of a foreign corporation's president subsequent to signing a stock purchase agreement do not constitute the appointment of agents in Florida or the exercise of contr…
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Join FLexlaw to unlock all legal intelligence“a contract to purchase all of the stock of a Florida corporation is not sufficient in itself to support a finding that a foreign corporation is doing business in this state, when the contract is not entered into or executed in the State of Florida”
The court's holding establishing the legal standard for determining whether a foreign corporation is subject to jurisdiction under the long-arm statute based on contractual activities.
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Join FLexlaw to unlock all legal intelligenceCompuguide Corporation, a New Jersey corporation, entered into a contract with Florida residents (appellees) to purchase all stock of a Florida corpor…
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This interlocutory appeal is from an order denying appellant Compuguide Corporation’s motion to dismiss on the ground that attempted service of process under F. S.A. § 48.181 was not effective. The controlling question of fact was whether appellant had engaged in or carried on a business or business venture in this state. We reverse.
The trial judge’s decision on the question of fact carries with it a presumption of correctness. DeVaney v. Rumsch, Fla. 1969, 228 So.2d 904. Upon appeal this court must determine whether the eviden-tiary matters before the trial judge support the determination made in the trial court. Appellant contends that the facts before the trial court affirmatively show that ap-pellee has not carried its burden of showing facts which would make the appellant amenable to process under F.S.A. § 48.181, Zirin v. Charles Pfizer & Co., Fla.1961, 128 So.2d 594. A restatement of all the evidentiary material before the trial court would unduly lengthen this opinion. Briefly stated, in the light most favorable to the trial court, the facts that we think are controlling are as follows: (1) the suit was for specific performance against a foreign corporation to require the purchase of all the stock of a Florida corporation in which the appellees are the stockholders; (2) the contract to purchase, by an exchange of stock, was negotiated partly in Florida and partly in New Jersey; (3) the written contract to purchase was made when all parties were present in New Jersey; (4) the contract included an agreement of the New Jersey Corporation to employ two of the appellees; (5) the anticipated closing of the sale in Florida was never held; (6) appellants employed attorneys and accountants in Florida preparatory to the closing; (7) the president of the New Jersey corporation ordered some of the Florida corporation’s products on behalf of a separate corporate entity; (8) the president of the New Jersey corporation recommended that the Florida corporation participate in a Housewares Trade Fair in Chicago.
We hold that a contract to purchase all of the stock of a Florida corporation is not sufficient in itself to support a finding that a foreign corporation is doing business in this state, when the contract is not entered into or executed in the State of Florida. Cf. Uible v. Landstreet, 392 F.2d 467 (5th Cir. 1968). The acts of the president of appellant corporation subsequent to the signing of the contract to purchase did not amount to the appointment of agents in *515this state nor did they amount to an exercise of control over the business. In this respect, as well as in the place of the signing of the contract, the present appeal is distinguished from Richard Bertram & Co. v. American Marine, Ltd., Fla.App. 1972, 258 So.2d 335. In this instance, we believe that the holdings in Kastan v. Kastan, Fla. App. 1969, 222 So.2d 55; and Toffel v. Baugher, Fla.App.1960, 125 So.2d 321, require reversal.
The order denying appellant’s motion to dismiss is reversed and the cause is remanded with directions to enter an order quashing the attempted service of process upon the appellant.
Reversed and remanded.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
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Dinsmore v. Martin Blumenthal Assocs., Inc., 314 So. 2d 561 (Fla. 1975)…orari was granted in this cause to review a decision of the District Court of Appeal, Third District, 289 So. 2d 481 (Fla.App.1974), on the ground of direct conflict with Lyster v. Round, 276 So. 2d 186 (Fla.1st DCA 1973); Compuguide Corp. v. Sachs, 259 So. 2d 513 (Fla.3d DCA 1972); Hayes v. Greenwald, 149 So. 2d 586 (Fla.3d DCA 1963). Respondent (hereinafter referred to as plaintiff), a Florida corporation, brought suit against petitioners (hereinafter referred to as defendants), all non-residents of Florid…
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Martin Blumenthal Assocs., Inc. v. Dinsmore, 289 So. 2d 481 (Fla. 3d DCA 1974)…tated and upon the authorities cited and discussed, the order appealed is reversed and the cause is remanded for further proceedings. Reversed and remanded. . DeVaney v. Rumsch, Fla.1969, 228 So. 2d 904. . Compuguide Corp. v. Sachs, Fla.App.1972, 259 So. 2d 513. . Kastan v. Kastan, Fla.App.1969, 222 So. 2d 55; American Liberty Insurance Company v. Maddox, Fla.App.1970, 238 So. 2d 154; Green v. Nasher, Fla.App.1968, 216 So. 2d 492; Lipman v. Zuk, Fla.App.1970, 244 So. 2d 496; Crews v. Rohlfing, Fla.App., 2…
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Oriental Imports & Exports, Inc. v. Maduro & Curiel's Bank, 701 F.2d 889 (11th Cir. 1983)…imited partnership. Noting that this investment was analogous to the purchase of corporate stock, the court held that the nonresident’s investment was not sufficient contact with Florida to satisfy the long-arm statute. In Compuguide Corp. v. Sachs, 259 So. 2d 513 (Fla.Dist.Ct.App.1972), a nonresident corporation’s contract, which was neither entered into nor executed in Florida, to purchase all the stock of a Florida corporation did not constitute doing business in Florida. MacMillan-Bloedel v. Canada, 391…1 / 2
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Zirin v. Charles Pfizer & Co., Inc., 128 So. 2d 594 (Fla. 1961)
- DeVANEY v. Bernard J. Rumsch, M.D., 228 So. 2d 904 (Fla. 1969)
- Toffel v. Baugher, 125 So. 2d 321 (Fla. 2d DCA 1960)
- Uible v. Landstreet, 392 F.2d 467 (5th Cir. 1968)
- Kastan v. Kastan, 222 So. 2d 55 (Fla. 3d DCA 1969)
- Ankney v. Ankney, 258 So. 2d 335 (Fla. 4th DCA 1972)
- Richard Bertram & Co. v. Am. Marine, Ltd., 258 So. 2d 335 (Fla. 3d DCA 1972)