Nichols v. Paulucci

652 So. 2d 389, 1995 WL 51102
CourtDistrict Court of Appeal of Florida
DecidedFebruary 10, 1995
Docket93-2609
StatusPublished
Cited by20 cases

This text of 652 So. 2d 389 (Nichols v. Paulucci) 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
Nichols v. Paulucci, 652 So. 2d 389, 1995 WL 51102 (Fla. Ct. App. 1995).

Opinion

652 So.2d 389 (1995)

J.D. NICHOLS and NTS Corporation, Appellants,
v.
Jeno PAULUCCI and Silver Lakes, I, Inc., a Florida corporation, individually and d/b/a PR Partners, a Florida general partnership, Appellees.

No. 93-2609.

District Court of Appeal of Florida, Fifth District.

February 10, 1995.
Rehearing Denied April 4, 1995.

*390 Richard F. Wall and Robert G. Clements, Hartley & Wall, Orlando, for appellants.

David H. Simmons and Dale T. Gobel, Drage, DeBeaubien, Knight, Simmons, Romano & Neal, Orlando, for appellees.

DIAMANTIS, Judge.

J.D. Nichols (Nichols) and NTS Corporation (NTS) appeal the trial court's non-final order denying their motion to dismiss for lack of personal jurisdiction.[1] After conducting an evidentiary hearing in accordance with Venetian Salami Co. v. Parthenais, 554 So.2d 499 (Fla. 1989), the trial court concluded that it possessed personal jurisdiction over both Nichols and NTS. We agree and, thus, affirm the order under review.

In August 1992, the appellees, Jeno Paulucci and Silver Lakes I, Inc., individually and d/b/a PR Partners, filed a complaint for damages and declaratory relief against Nichols, NTS, NTS/Florida Residential Properties, Inc., Orlando Lake Forest, Inc., and Banc One Mortgage Corporation. The complaint asserted that the court had personal jurisdiction over all named defendants pursuant *391 to Florida's long-arm statute, section 48.193, Florida Statutes (1991).

The complaint stated that PR Partners and NTS/Florida Residential Properties, Inc. (NTS/Residential), a Florida corporation, entered into a joint venture agreement for the purpose of holding and developing real property in Seminole County. Pursuant to an amendment to the joint venture agreement, NTS/Residential assigned its interest in the joint venture to defendant Orlando Lake Forest, Inc. (OLF, Inc.), also a Florida corporation, and the joint venture became known as the OLF joint venture. The complaint alleged that OLF, Inc., was the alter ego of NTS, a Kentucky corporation. Banc One held a mortgage on the OLF joint venture's real property, and Paulucci and Nichols both executed personal guaranties relative thereto in favor of Banc One. In May 1991, NTS, OLF, Inc., and NTS/Residential sent a letter to PR Partners offering to purchase its interest in the OLF joint venture. The complaint alleged that, once fully executed by all relevant parties, the May 1991 letter became a binding sale contract for PR Partners' interest in the OLF joint venture.

The complaint asserted counts for an accounting of the OLF joint venture's financial affairs (Count II) and for dissolution of the OLF joint venture (Count III). Against NTS, NTS/Residential, and OLF, Inc., the complaint asserted a count for breach of the sale contract (Count I). Against Nichols, NTS/Residential, and OLF, Inc., the complaint asserted counts for fraudulent misrepresentation (Count IV), for breach of fiduciary duty (Count V), and for breach of the joint venture agreement (Count VI). Against Nichols, NTS, and OLF, Inc., the complaint asserted a count for breach of the loan agreement or subrogation, and/or foreclosure (Count VIII). Against Banc One, the complaint asserted a count for breach of guaranty and loan documents (Count VII). Finally, the complaint asserted a count for declaratory judgment against all named defendants (Count IX).

In the trial court, the appellees relied upon sections 48.193(1) and (2), Florida Statutes (1991), to support their contention that the trial court possessed jurisdiction over Nichols and NTS. On appeal, however, the appellees rely only upon section 48.193(2).[2] In August 1992, when the appellees filed this action, section 48.193(2) provided:

A defendant who is engaged in substantial and not isolated activity within this state, whether such activity is wholly interstate, intrastate, or otherwise, is subject to the jurisdiction of the courts of this state, whether or not the claim arises from that activity.

§ 48.193(2), Fla. Stat. (1991).

In construing the requirement of "substantial and not isolated activity," Florida courts have harmonized this language with the constitutional due process requirements enunciated in Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 104 S.Ct. 1868, 80 L.Ed.2d 404 (1984). See American Overseas Marine Corp. v. Patterson, 632 So.2d 1124, 1128 (Fla. 1st DCA), rev. denied, 641 So.2d 1346 (Fla. 1994). In Helicopteros, the Supreme Court held that "continuous and systematic general business contacts" were required before a forum could exercise general jurisdiction over a nonresident defendant. Helicopteros, 466 U.S. at 416, 104 S.Ct. at 1873. The Court explained that a state exercises "general", as opposed to "specific", jurisdiction over a defendant when the cause of action does not arise out of, and is not related to, the defendant's contacts with the state. Helicopteros, 466 U.S. at 414 n. 9, 104 S.Ct. at 1872 n. 9. See also White v. Pepsico, Inc., 568 So.2d 886, 888 n. 3 (Fla. 1990). The due process standard of Helicopteros applies in this case because section 48.193(2) requires no causal connection between a plaintiff's claim and the defendant's contacts with the state. See American Overseas Marine Corp. v. Patterson, 632 So.2d at 1127-28.

We shall discuss separately the provisions of section 48.193(2) as applied to Nichols and NTS.

*392 Personal Jurisdiction over Nichols

The record evidence supports the trial court's ruling that Nichols' activities within the state of Florida were sufficient to subject him to the trial court's jurisdiction under section 48.193(2). The undisputed evidence reflected that Nichols was a general partner of several Florida limited partnerships, some of which currently or formerly did business in the state of Florida. Specifically, two of the Florida partnerships, NTS/Sabal Office Limited Partnership and Sabal Point Country Club, Ltd., owned, respectively, an office building and a country club in Seminole County. Nichols also was a general partner of NTS-Properties Plus Associates, Ltd., a Kentucky limited partnership which was registered to do business in Florida and which, in turn, was a general partner of NTS-Properties Plus Ltd., a Florida limited partnership which owned, developed, and leased commercial properties in Florida. Additionally, Nichols was a general partner of NTS-Properties Associates V, Ltd., a Kentucky limited partnership which, in turn, was a general partner of NTS-Properties V, a Maryland limited partnership. NTS-Properties V also was registered to do business in Florida, and it owned, developed, and leased commercial properties in Florida. Finally, Nichols was a general partner of NTS-Properties Associates IV, Ltd., a Kentucky limited partnership which owned an interest in an apartment complex in Seminole County.

At the hearing conducted on the motion to dismiss, Nichols testified that he was not actively involved in the operation or management of the partnerships. According to Nichols, his involvement was limited to signing documents. Despite Nichols' efforts to distance himself from his partnerships' activities within the state of Florida, it was proper for the trial court to consider these activities in determining that Nichols had continuous and systematic general business contacts in Florida.

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Bluebook (online)
652 So. 2d 389, 1995 WL 51102, Counsel Stack Legal Research, https://law.counselstack.com/opinion/nichols-v-paulucci-fladistctapp-1995.