Sheppard v. Jacksonville Marine Supply, Inc.

877 F. Supp. 260, 1995 U.S. Dist. LEXIS 2499, 1995 WL 85395
CourtDistrict Court, D. South Carolina
DecidedFebruary 22, 1995
DocketCiv. A. 2:93-3194-18
StatusPublished
Cited by13 cases

This text of 877 F. Supp. 260 (Sheppard v. Jacksonville Marine Supply, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. South Carolina primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Sheppard v. Jacksonville Marine Supply, Inc., 877 F. Supp. 260, 1995 U.S. Dist. LEXIS 2499, 1995 WL 85395 (D.S.C. 1995).

Opinion

ORDER

NORTON, District Judge.

This action came for hearing before the court on Defendants’ Motion to Dismiss the Amended Complaint for lack of personal jurisdiction and improper venue pursuant to Fed.R.Civ.P. 12(b)(2) and 12(b)(3), or in the alternative for an order transferring venue to the Middle District of Florida, Tampa Division. In addition to oral argument heard on January 3, 1995, this court considered the pleadings and memoranda filed by the parties. Because this court finds that jurisdiction is proper over Jacksonville Marine Supply, Inc. and Thomas Shanty, and venue is proper in this district, Defendants’ motion to dismiss those two Defendants is denied. However, because this court finds it cannot exercise jurisdiction over Michael Sharrow, he is hereby dismissed from this action.

I. BACKGROUND

This case arises as a result of a financial transaction involving Plaintiffs William A. Sheppard and Patricia J. Sheppard and Defendants Jacksonville Marine Supply, Inc. (“Jax Marine”), Thomas Shanty, the corporate president of Jax Marine, and Michael Sharrow, the corporate vice-president of Jax Marine. The exact nature of the transaction is in dispute. 1

Jax Marine is a Florida corporation with its principal place of business in St. Peters-burg, Florida. Defendants Thomas Shanty *263 and Michael Sharrow reside in St. Peters-burg, Florida. In addition to its headquarters in St. Petersburg, Jax Marine maintains warehouses and sales facilities in Jacksonville, Florida and Hanahan, South Carolina. The Jax Marine warehouse in South Carolina operates under the name “C-Mar Division” and employs fourteen people. The employees include three salespersons, warehouse workers, telephone operators and a billing person. According to Plaintiffs, Jax Marine distributes between two to three million dollars of sales inventory from its South Carolina location representing approximately twenty-five to thirty percent of its total sales, and the warehouse serves as the sales and shipping facility for products shipped to Georgia, Virginia, and the Carolinas. Plaintiffs also contend that Marinex, a wholly owned subsidiary of Jax Marine, distributes up to one million dollars worth of products from the warehouse, also representing between twenty-five to thirty percent of Marinex’s annual sales.

Commencing in the mid eighties, Jax Marine rented the warehouse in Hanahan, South Carolina from Plaintiffs. Since then, Mr. Shanty has traveled to South Carolina approximately twice a year to meet with his employees at C-Mar. Mr. Sharrow has occasionally traveled to South Carolina on Jax Marine business. In 1988, Defendants Shanty and Sharrow purchased the warehouse taking back a mortgage from Plaintiffs. The individual Defendants now rent the warehouse to Jax Marine. Plaintiff William Sheppard was employed by Jax Marine as manager of the Hanahan warehouse from around July 1992 until September 1993, and Plaintiff Patricia Sheppard was employed as a computer operator by Jax Marine commencing August 1992 and was still so employed as of November 30, 1994.

In the late 1980s, Mr. Sheppard and Shanty apparently began discussing the possibility of Sheppard’s investing in Jax Marine. According to Sheppard, he initially expressed this desire to Shanty when Shanty was visiting in South Carolina. This expression of interest led to numerous telephone conversations between Shanty in Florida and Sheppard in South Carolina. Plaintiffs also state that they discussed this topic over dinner one night in Charleston with Shanty and his wife although Shanty denies ever discussing the transaction while in South Carolina. Sharrow contends that he never discussed nor solicited the business transaction with Mr. Sheppard prior to its fruition, a fact that Plaintiffs concede. The negotiations between Sheppard and Shanty led to a transaction in February 1988 in which Sheppard delivered to the Jax Marine headquarters in Florida a $300,000 check for twenty shares of stock in Marinex Corporation, a newly developed and wholly owned subsidiary of Jax Marine. Marinex is a Florida corporation incorporated in 1987 as a wholesale supplier of imported marine bulk hardware. After the transaction, the Sheppards owned twenty percent of Marinex while Jax Marine owned the remaining eighty percent.

In their Amended Complaint, Plaintiffs contend the financial transaction, although initially in the nature of a stock purchase of Marinex stock, was later replaced by agreement of the parties by a twenty-five percent stock acquisition in Jax Marine and even later converted to a loan secured by stock in either corporation. Plaintiffs further allege that the loan was to be repaid in a single lump sum payment of $600,000 on or about February 25, 1993, which was approximately five years after the money was tendered. Sheppard states that he was treated as a partner in Jax Marine subsequent to the transaction and that throughout the “period of the loan,” both Shanty and Sharrow assured him in person and via telephone that the money would be repaid.

Apparently, Marinex is now insolvent and although Plaintiffs have demanded a return of their initial payment, they have received no money from Defendants. The gravamen of the Sheppards’ complaint is that the Defendants’ refusal or inability to repay the money is a result of fraudulent activities between Jax Marine and Marinex. In their Amended Complaint, Plaintiffs assert causes of action based on breach of contract, fraudulent conveyance, breach of fiduciary duty, constructive fraud, common law fraud, and breach of contract accompanied by a fraudulent act. Defendants argue that the transac *264 tion was an investment in the form of a stock purchase agreement and that after the investment Marinex incurred considerable losses as a result of a marine industry recession and that Plaintiffs’ loss is a legitimate business loss.

II. ANALYSIS

Defendants’ moved to dismiss this action based on Fed.R.Civ.P. 12(b)(2) for lack of personal jurisdiction over each Defendant and 12(b)(3) for improper venue. This court will first address the personal jurisdiction arguments raised by Defendants.

When a court’s jurisdiction over a defendant is contested, the plaintiffs have the burden of proving facts necessary to support personal jurisdiction. Ryobi America Corp. v. Peters, 815 F.Supp. 172, 175 (D.S.C.1993) (citing McNutt v. General Motors Acceptance Corp., 298 U.S. 178, 189, 56 S.Ct. 780, 785, 80 L.Ed. 1135 (1936)).

While plaintiffs’ written allegations of jurisdictional facts are generally construed in their favor, their showing of personal jurisdiction must be based on specific facts set forth in the record in order to defeat defendants’ motion to dismiss. “In reviewing the record before it, a court may consider pleadings, affidavits, and other evidentiary materials without converting the motion to dismiss to a motion for summary judgment.”

Free access — add to your briefcase to read the full text and ask questions with AI

Related

Gault v. Thacher
367 F. Supp. 3d 469 (D. South Carolina, 2018)
Tetrev v. Pride International, Inc.
465 F. Supp. 2d 555 (D. South Carolina, 2006)
Fallon Luminous Products Corp. v. Multi Media Electronics, Inc.
343 F. Supp. 2d 502 (D. South Carolina, 2004)
Bruce M. Foster v. Arletty 3 Sarl Patrick Abadie
278 F.3d 409 (Fourth Circuit, 2002)
ESAB Group, Inc. v. Centricut, LLC
34 F. Supp. 2d 323 (D. South Carolina, 1999)
Eastern Technical Enterprises, Inc. v. Wilson & Hayes, Inc.
46 Va. Cir. 558 (Norfolk County Circuit Court, 1997)
Figgie International, Inc. v. Destileria Serralles, Inc.
925 F. Supp. 411 (D. South Carolina, 1996)
Springs Industries, Inc. v. Gasson
923 F. Supp. 823 (D. South Carolina, 1996)
Emjayco v. Morgan Stanley & Co., Inc.
901 F. Supp. 1397 (C.D. Illinois, 1995)

Cite This Page — Counsel Stack

Bluebook (online)
877 F. Supp. 260, 1995 U.S. Dist. LEXIS 2499, 1995 WL 85395, Counsel Stack Legal Research, https://law.counselstack.com/opinion/sheppard-v-jacksonville-marine-supply-inc-scd-1995.