International City Bank & Trust Co. v. Forest Shores, Inc.

340 So. 2d 530, 1976 Fla. App. LEXIS 16070
CourtDistrict Court of Appeal of Florida
DecidedDecember 16, 1976
DocketNo. CC-177
StatusPublished
Cited by1 cases

This text of 340 So. 2d 530 (International City Bank & Trust Co. v. Forest Shores, Inc.) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
International City Bank & Trust Co. v. Forest Shores, Inc., 340 So. 2d 530, 1976 Fla. App. LEXIS 16070 (Fla. Ct. App. 1976).

Opinion

MILLS, Judge.

Talbot & Associates, Ltd. (Talbot) brought suit against International City Bank & Trust Company (IC Bank), a Louisiana corporation; ICB Corporation, a Louisiana corporation; and Forest Shores, Inc. (Forest), a Florida corporation, to recover the sum of $7,184.50 for professional engineering services performed on two parcels of land in Okaloosa County, Florida. As to Forest, Talbot sought foreclosure on the property pursuant to a mechanic’s lien and sought a money judgment based on a written contract. As to IC Bank and ICB Corporation, Talbot sought damages and sought an equitable lien on certain funds held by these appellants. Forest filed a cross-claim against IC Bank and ICB Corporation. IC Bank and ICB Corporation then filed three motions: (1) to dismiss the complaint and cross-claim for lack of jurisdiction; (2) to dismiss the cross-claim for failure to state a proper cross-claim cause of action; and (3) to strike certain parts of the cross-claim. The trial court denied the motions, and IC Bank and ICB Corporation seek review of that order by way of interlocutory appeal.

While that part of the order denying the motion to dismiss for lack of jurisdiction over the person is an appealable interlocutory order, the parts of the order denying the motion to dismiss the cross-claim and denying the motion to strike parts of the cross-claim are not. Fla.App. Rule 4.2(a). However, as this court may review appropriate interlocutory orders by common law certiorari, we will consider the notice of interlocutory appeal- as a petition for common law certiorari insofar as it seeks review of those parts of the order dealing with Forest’s cross-claim.

IC Bank and ICB Corporation urge the following points: (1) Under Sections 48.161 and 48.181, Florida Statutes (1975), the complaint and cross-claim fail to make a showing that they are subject to the jurisdiction of the State of Florida, and (2) the cross-claim is an improper cross-claim under Fla.R.Civ.P. 1.170(g) and contains allegations which should be struck.

The first issue which must be addressed is that relating to jurisdiction. Section 48.-181, Florida Statutes (1975), provides as follows:

“(1) The acceptance by . foreign corporations ... of the privilege extended by law to nonresidents and others to operate, conduct, engage in, or carry on a business or business venture in this state, or to have an office or agency in this state, constitutes an appointment . of the secretary of state of the state as their agent on whom all process in any action or proceeding against them, . , arising out of any transaction or operation connected with or incidental to the business or business venture may be served. The acceptance of the privilege is signification of the agreement of foreign corporations that the process against them which is so served is of the same validity as if served personally on the . . . foreign corporations.”

The question presented is whether IC Bank and ICB Corporation did “operate, conduct, engage in, or carry on a business or business venture in this state” or had an “office or agency in this state”. This is a factual question which must be determined by examining the allegations contained in the complaint and cross-claim. Wm. E. Strasser Construction Co. v. Lynn, 97 So.2d 458 (Fla.1957).

IC Bank, a Louisiana corporation, was a wholly owned subsidiary of ICB Corporation, a Louisiana corporation, and all of the senior officers and directors of IC Bank were identical to the senior officers and directors of ICB Corporation. Forest, a Florida corporation, was formed at the direction of the executive vice president of IC Bank and the ICB Corporation for the purpose of enabling ICB Corporation to participate in a venture involving the purchase [533]*533and development of certain real property in Okaloosa County. ICB Corporation is the owner and holder of fifty percent of the capital stock of Forest. It was orally agreed by IC Bank and ICB Corporation that Forest would purchase and develop the property and IC Bank and ICB Corporation would provide the financing. Pursuant to oral agreement, Forest executed a contract to purchase two adjoining tracts of real estate in Okaloosa County totaling about 6,000 acres. The agreement required a deposit of $150,000. In order to provide the cash deposit, IC Bank and ICB Corporation agreed that IC Bank would issue two irrevocable letters of credit in the total sum of $150,000 to the seller. The letters of credit were accepted and Forest began the development of the property which included hiring Talbot to perform certain engineering services. IC Bank and ICB Corporation authorized Talbot to conduct the engineering services and advised Talbot that they were holding sums of between $100,000 and $150,000 for the payment of Talbot’s services. Representatives of Talbot met with the executive vice president of IC Bank and ICB Corporation in Fort Walton Beach, Okaloosa County, on three separate occasions for the purpose of discussing the progress of the development and the future plans for the completion of the project located on the property. IC Bank and ICB Corporation opened a bank account in Fort Walton Beach in the name of IC Bank in which account approximately $200,000 was deposited.

All of the expenditures by Forest were approved by managing officers of IC Bank and ICB Corporation, and it was contemplated that IC Bank and ICB Corporation would have representatives present in Florida to supervise the construction on the properties to be purchased. In all matters relating to the project, IC Bank and ICB Corporation acted as one corporation or as copartners with each other and with Forest.

The allegations show that ICB Corporation was not a mere passive stockholder in a Florida corporation. The executive vice president of IC Bank and ICB Corporation came to Florida and actively participated in negotiations concerning the property to be developed. On three separate occasions the vice president met with representatives of Talbot, in Florida, to discuss the progress of the development, and at each of these meetings advised Talbot that he represented both IC Bank and ICB Corporation. A bank account in the name of IC Bank was opened in Fort Walton Beach to enable IC Bank and ICB Corporation to carry out their business relations.

“The long arm statute is only limited by its terms and the due process requirement that one have certain minimum contacts with the forum such that the maintenance of the suit does not offend traditional notions of fair play and substantive justice. International Shoe Company v. State of Washington, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95 (1945).” Beckham v. Holborn, 330 So.2d 101 (Fla. 1st DCA 1976).

The allegations show that IC Bank and ICB Corporation were engaged in a business venture in this State dealing with real property located within this State. It is also clear that the suit brought against IC Bank and ICB Corporation arose out of their activities within the State. We therefore hold that the requirements of Section 48.181 have been met and that the trial court correctly denied appellants’ motion to dismiss for lack of jurisdiction.

The other two issues urged by appellants concern the cross-claim filed by Forest. Appellants contend that the cross-claim is an improper cross-claim under Fla. R.Civ.P. 1.170(g) and therefore the circuit court erred in denying their motion to dismiss the cross-claim.

Rule 1.170(g) reads as follows:

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Bluebook (online)
340 So. 2d 530, 1976 Fla. App. LEXIS 16070, Counsel Stack Legal Research, https://law.counselstack.com/opinion/international-city-bank-trust-co-v-forest-shores-inc-fladistctapp-1976.