Johnny's Pool Super Ctr., Inc. v. Foreverpools Caribbean, LLC

307 So.3d 832

JOHNNY'S POOL SUPER CENTER, INC., Appellant, v. FOREVERPOOLS CARIBBEAN, LLC, Appellee.

No. 3D20-469

District Court of Appeal of Florida, Third District.

Opinion filed September 2, 2020

Dieguez & Associates, PLLC, Anthony Dieguez, Miami Lakes, and Joshua Dieguez, for appellant.

Best & Menendez, and Virginia M. Best and Johanna M. Menendez, for appellee.

Before EMAS, C.J., and HENDON and GORDO, JJ.

EMAS, C.J.

INTRODUCTION

The defendant below, Johnny's Pool Super Center, Inc. (Johnny's), a Puerto Rican company, appeals a non-final order denying its motion to dismiss for lack of personal jurisdiction. We reverse, holding that Foreverpools Caribbean, LLC (Foreverpools), the plaintiff below, failed to establish Johnny's had sufficient minimum contacts with Florida to satisfy federal due process requirements for personal jurisdiction over the defendant.

FACTS AND PROCEDURAL BACKGROUND

A. The Contract

Johnny's was hired by a Puerto Rican company to construct two Olympic-sized pools in Puerto Rico to host a competition among twenty nations in preparation for the 2019 Pan American Games. In preparing for the construction, Johnny's purchased glass tiles from a Puerto Rican distributor, SCP Distributors. The tile was manufactured in Spain by a Spanish company Vidrepur. Vidrepur offered a 15-year warranty on its tile but advised it would honor the warranty only if Johnny's hired Foreverpools to install the tile. Johnny's did so, and the tiles were shipped to Puerto Rico. Johnny's and Foreverpools signed the contract in their respective cities (San Juan and Miami).

In December 2018, a Foreverpools’ representative traveled to Puerto Rico to meet with a representative from Johnny's and to arrange logistics for installation of the tiles. No Johnny's representative traveled to Florida for any reason related to the contract or installation of the tiles.

In January 2019, four installers from Foreverpools arrived in Puerto Rico to begin their part of the work on the project. In compliance with the contract, Johnny's made several payments to Foreverpools via wire transfer to Ocean Bank in Miami. However, Johnny's later asserted that the installation was "faulty and untimely," hired Puerto Rican installers to complete the work, and refused to make the remaining two payments due to Foreverpools under the contract.

B. The Complaint and Motion to Dismiss

In July 2019, Foreverpools sued Johnny's in a four-count complaint for breach of contract, goods sold, account stated, and unjust enrichment. Foreverpools alleged the following jurisdictional facts:

• Foreverpools, a Miami company, entered into a contract with Johnny's to "provide certain services and materials ... for the sale and installation of glass tile in an Olympic swimming pool complex."

• The breach of contract "occurred in Miami-Dade County and the causes of action otherwise accrued here."

• Johnny's "made some of the payments required by the Contract in Miami-Dade County, Florida."

• Johnny's failed to pay Foreverpools "the remaining balance owed in Miami-Dade County, Florida."

Johnny's moved to dismiss for lack of personal jurisdiction and, alternatively, forum non conveniens. Attachments to its motion included an affidavit from Johnny's president discussing the company's lack of ties to Florida and substantial connection to Puerto Rico.

Foreverpools filed a memorandum in opposition, arguing that the complaint alleged sufficient jurisdictional facts to bring the cause within the ambit of Florida's long-arm statute—i.e., the contract required payment in Miami, Florida and contemplated "repeated contacts" over the term of the project and warranty. It further contended that Johnny's had sufficient contacts with Florida where it sought out and engaged Foreverpools to perform specific services on its behalf. Attachments to Foreverpools’ memorandum included a translated version of the contract; Sunbiz information for a separate Florida company owned by the father of the owner of Johnny's; and an affidavit from the president of Foreverpools describing the business relationship between Johnny's and Foreverpools.

C. The Hearing and Ruling

Following a non-evidentiary hearing on the motion, the trial court denied the motion to dismiss, stating "there is enough here to have the case heard in Florida." Its written order denied the motion "for reasons stated on the record." The trial court made no findings (either orally at the hearing or in its subsequent written order) addressing or articulating the forum non conveniens factors required under Kinney System, Inc. v. Continental Insurance Co., 674 So. 2d 86 (Fla. 1996). ¹

This appeal followed.

ANALYSIS:

The Florida Supreme Court adopted a two-prong analysis for determining whether personal jurisdiction exists over a foreign corporation. Highland Stucco and Lime Prods., Inc., 259 So. 3d 944 (Fla. 3d DCA 2018) (citing Venetian Salami Co. v. Parthenais, 554 So. 3d 499 (Fla. 1989) ). A trial court must determine: (1) whether there exist sufficient jurisdictional facts to bring the action within the purview of Florida's long-arm statute, section 48.193, Florida Statutes ; and if so (2) whether the foreign corporation possesses sufficient minimum contacts with Florida to satisfy federal constitutional due process requirements—i.e., that the defendant corporation's "conduct and connection with the forum State are such that [it] should reasonably anticipate being haled into court there." Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980) ).

First Prong (Statutory): Florida's Long-Arm Statute

We conclude that the first (statutory) prong of Florida's long-arm statute is satisfied in this case under the specific jurisdiction provision of section 48.193(1)(a) 7., Florida Statutes (2019), which provides in relevant part:

A person ... submits himself ... to the jurisdiction of the courts of this state for any cause of action arising from ... [b]reaching a contract in this state by failing to perform acts required by the contract to be performed in this state.

The record on appeal supports the jurisdictional allegation that Johnny's breached the contract by failing to make payments in Florida as required under the contract. See Metnick & Levy, P.A. v. Seuling, 123 So. 3d 639, 643 (Fla. 4th DCA 2013) (holding: "Failure to pay a contractual debt where payment is due to be made in Florida is sufficient to satisfy Florida's long-arm provision that refers to contractual acts ‘required’ to be performed in Florida." ) (quotation omitted); see also RG Golf Warehouse, Inc. v. Golf Warehouse, Inc., 362 F. Supp. 3d 1226, 1238 (M.D. Fla. 2019) (holding: "Failure to make payments owed under a contract ‘where payment is due to be made in Florida is sufficient to satisfy’ Section (1)(a)(7) of Florida's long-arm statute.’ ") (quoting Glob. Satellite Commc'n Co. v. Sudline, 849 So.2d 466, 468 (Fla. 4th DCA 2003) ). However, even if the allegations in the complaint and evidence in support are sufficient to bring the action within the ambit of the long-arm statute, Foreverpools must also show that Johnny's possessed sufficient minimum contacts with Florida to satisfy federal constitutional due process requirements. Venetian Salami, 554 So. 2d at 502. This is the crux of the case.

Second Prong (Constitutional): Minimum Contacts

"While the statutory prong of the analysis is applied broadly, the constitutional prong is controlled by United States Supreme Court precedent interpreting the Due Process Clause and imposes a more restrictive requirement." Highland Stucco, 259 So. 3d at 950. Under the constitutional prong, the trial court must consider "whether the defendant has sufficient minimum contacts with the state so that the exercise of jurisdiction would not offend traditional notions of fair play and substantial justice." Id. (citing Venetian Salami, 554 So. 2d at 502 ). "Factors that go into determining whether sufficient minimum contacts exist include the foreseeability that the defendant's conduct will result in suit in the forum state and the defendant's purposeful availment of the forum's privileges and protections." Smith Architectural Grp., Inc. v. Dehaan, 867 So. 2d 434, 436 (Fla. 4th DCA 2004) (quotation omitted); see also Highland Stucco, 259 So. 3d at 950 (explaining that "the plaintiff must establish that the defendant's contacts with the forum state are: (1) related to the cause of action or gave rise to it; (2) involve some act by which the defendant purposefully availed itself of the privilege of conducting business within the forum; and (3) the defendant's act is such that it should reasonably anticipate being haled into court in that forum state.") Here, the primary issue is whether the nature of the services contract (including the 15-year warranty) constitutes "purposeful availment" of Florida sufficient to satisfy minimum contacts. We conclude that it does not.

As we have already discussed, specific jurisdiction under the long-arm statute may be satisfied by showing that the defendant breached a contract by failing to make payment in Florida as required under the terms of the contract. However, this conduct, without more, does not provide the requisite minimum contacts to satisfy the constitutional due process aspects of personal jurisdiction. See Venetian Salami, 554 So. 2d at 502 (holding: "The mere proof of any one of the several circumstances enumerated in section 48.193 as the basis for obtaining jurisdiction of nonresidents does not automatically satisfy the due process requirement of minimum contacts"); Bohlander v. Robert Dean & Assocs. Yacht Brokerage, Inc., 920 So. 2d 1226, 1228 (Fla. 3d DCA 2006) (holding: "The due process requirement of minimum contacts is not satisfied by a showing that a party has entered into a contract with a nonresident, or a...