Personal Jurisdiction Over a Non-Resident Corporate Parent
By Ann H. King, Partner, Quintairos, Prieto, Wood & Boyer, P.A.
9200 S. Dadeland Blvd., Suite PH-825, Miami, 305-670-1101
It has become common practice in nursing home/ALF/medical malpractice cases to name the corporate parents as defendants, regardless of whether the corporation has its principal place of business in Florida or is a non-resident. The problem arises when the corporate parent is a foreign corporation and there is no proper basis for the Florida courts to exercise personal jurisdiction over it. Personal jurisdiction is the power of a court to adjudicate and enforce its orders over a person (or entity). Under both federal and state common law, when a lawsuit is commenced, a defendant must raise its objection to personal jurisdiction, either in its answer or in a motion to dismiss the complaint. If not timely raised, the defendant waives the defense. The technicalities of raising a jurisdictional defense should be left in the capable hands of your attorneys. However, this article will provide you a brief overview of the basis upon which to contest personal jurisdiction over a foreign corporate parent.
Under Florida law (which in turn relies upon the pronouncements of the U.S. Supreme Court), in order to subject a non-resident corporate defendant to jurisdiction of the courts of this state, the plaintiff must allege sufficient minimum contacts with Florida. Under such decisional authority, a foreign corporation cannot be subjected to personal jurisdiction in Florida unless the plaintiff is able to establishand support a proper basis for such jurisdiction. If the plaintiff seeking to assert personal jurisdiction fails in either of these requirements, the Court must decline to assert personal jurisdiction.
Initially, it is the burden of the plaintiff seeking to assert personal jurisdiction to plead sufficient facts to establish a proper basis for personal jurisdiction. Belz Investco, Ltd v. Groupo Immobiliano Cababie, 721 So.2d 787 (Fla. 3d DCA 1998). As a separate legal entity, a parent corporation is generally not liable for torts committed by its subsidiary. American Int’l Group Inc. v. Cornerstone Businesses Inc., 872 So. 2d 333 (Fla. 2d DCA 2004). A complaint, which merely asserts a parent/subsidiary relationship without more does not establish a basis for jurisdiction. Greystone Tribeca Acquisition, L.L.C. v. Ronstrom, 863 So.2d 473 (Fla. 2d DCA 2004). In order to overcome this burden, the plaintiff must meet the requirements of either the Venetian Salami Method (allege sufficient facts to bring the action within the ambit of the state long-arm statute and that the non-resident defendant has sufficient “minimum contacts” with the state) as outlined in Venetian Salami Company v. Parthenais, 554 So.2d 499 (Fla. 1989) or the “Alter Ego” method (allege facts, which, if proven, would be sufficient to allow the plaintiff to pierce the corporate veil) as stated in Bellairs v. Mohrmann, 716 So.2d 320 (Fla. 2d DCA 1998).
Unfortunately, it is not as simple as it sounds as personal jurisdiction over a non-resident involves a multitude of facts particular to each case. If you are a non-resident corporation or your non-resident corporate parent is being sued in Florida, consult with your attorney to determine whether the facts in your case provide a good basis for dismissal for lack of personal jurisdiction.