Opinion
No. 2D22-837.
02-17-2023
Soneet R. KAPILA, as Assignee of Laser Spine Institute, LLC, and each of its affiliated entities, Appellant, v. RJPT, LTD., Appellee.
Greg M. Garno , Paul J. Battista , and Patrick Kalbac of Genovese, Joblove & Battista, P.A., Miami; and Robert L. Rocke and Raul Valles of Rocke, McLean & Sbar, P.A., Tampa, for Appellant. Marie A. Borland and Dennis P. Waggoner of Hill, Ward & Henderson, P.A., Tampa; and John T. Cox and Scott K. Hvidt of Gibson, Dunn & Crutcher, LLP, Dallas, Texas, for Appellee.
Greg M. Garno , Paul J. Battista , and Patrick Kalbac of Genovese, Joblove & Battista, P.A., Miami; and Robert L. Rocke and Raul Valles of Rocke, McLean & Sbar, P.A., Tampa, for Appellant.
Marie A. Borland and Dennis P. Waggoner of Hill, Ward & Henderson, P.A., Tampa; and John T. Cox and Scott K. Hvidt of Gibson, Dunn & Crutcher, LLP, Dallas, Texas, for Appellee.
KHOUZAM, Judge.
Soneet R. Kapila, in his capacity as Assignee of Laser Spine Institute, LLC (LSI), and several affiliated entities, timely appeals an order dismissing with prejudice his lawsuit against RJPT, Ltd., for lack of personal jurisdiction. Because the court did have personal jurisdiction over RJPT with respect to these claims, we reverse.
Undisputed Jurisdictional Facts
RJPT is a Texas limited partnership operating as an investment firm whose "business is to invest RJPT's capital" in other businesses for profit. Ryan Rogers, the only person who makes investment decisions for RJPT, testified "that's all it does." Because RJPT "doesn't have any employees or anything like that," it "doesn't have its own office space." Instead, RJPT's registered address is at the office building in Texas where Mr. Rogers works.
In 2010, Mr. Rogers learned of the opportunity to invest in LSI, a Florida limited liability company, after his father received treatment at an LSI facility. On behalf of RJPT, Mr. Rogers conducted due diligence in Florida in anticipation of purchasing membership interests in the Florida company. To that end, Mr. Rogers requested and analyzed LSI's financial information, traveled to LSI headquarters in Tampa to tour its facilities, and met with "a large team of" management, which included LSI's CEO and members of its board of directors.
Based on Mr. Rogers' due diligence and his analysis of LSI's financials, that same year RJPT entered into a purchase and sale agreement with a Florida resident to buy an initial membership interest in LSI for $3 million. Mr. Rogers negotiated the purchase directly with the Florida seller.
In the purchase agreement, RJPT agreed to be bound by LSI's operating agreement. The agreement also included a mandatory Florida choice of law provision and required that "Hillsborough County, Florida shall be the exclusive venue for any suit brought on this Agreement by either" party. The agreement specified that it was "performable, in whole or in part, in Tampa, Hillsborough County, Florida." The agreement did not mention Texas.
Over the next six years, RJPT continued to purchase and sell membership interests in LSI. In several transactions between 2010 and 2016, RJPT bought about $16 million in LSI interests from multiple sellers. Each purchase either was directly from a Florida resident as the counterparty or was negotiated by LSI management. Some or all of these agreements contained the same Florida choice of law, venue, and performance provisions as the initial one.
On two occasions during the same period, RJPT sold its membership interests in LSI. One of these sales was to a Florida LLC, and both were negotiated by LSI management on behalf of RJPT as its intermediary. Combined, these sales of its membership interests in LSI earned RJPT nearly $7 million.
During RJPT's six-year campaign of buying and selling interests in LSI, it received no fewer than thirty-five distributions from its LSI ownership. In total, the value of those distributions exceeded $18 million. Three of these distributions, made in 2015 and amounting to nearly $9 million, are the subject of this lawsuit.
This Litigation
As the assignee of LSI and affiliated entities, Mr. Kapila sued RJPT, ultimately raising several counts for avoidance and recovery of certain transfers. RJPT moved to dismiss, challenging personal jurisdiction under Florida's long-arm statute.
Following jurisdictional discovery, the trial court granted RJPT's motion. It ruled that RJPT had not operated, conducted, engaged in, or carried on a business or business venture in Florida within the meaning of the long-arm statute because "RJPT's investment was entirely passive such that it did not sit on the board of managers or participate in any way in the acts that Plaintiff alleges render the transfer fraudulent."
Further, the trial court ruled that Mr. Kapila's claims "do not arise out of RJPT's investment in LSI or its receipt of any distribution other than the 2015 distribution." It found "no connection between RJPT's 2009 one-day visit to Florida or RJPT's investment in LSI and the acts of others six years later." Finally, the court ruled that RJPT did not purposefully avail itself of the privilege of conducting business in Florida. This appeal followed.
Analysis
Through a series of negotiated purchase and sale transactions over a period of years, RJPT invested millions of dollars in a Florida LLC as part of its only business —investing capital in other entities. The express purpose of those transactions was pecuniary gain, and they were successful, earning RJPT tens of millions of dollars in sales and distributions. But when some of those distributions were challenged, RJPT claimed Florida courts had no jurisdiction over it as a mere "passive" foreign investor. We hold that the undisputed facts establish that RJPT engaged in a business venture in Florida within the meaning of the long-arm statute and, further, that the exercise of jurisdiction in this case does not violate due process. 1. Florida's long-arm statute.
On appeal, Mr. Kapila argues that the trial court erred in dismissing his amended complaint against RJPT for lack of personal jurisdiction under Florida's long-arm statute, section 48.193, Florida Statutes (2019), because RJPT was conducting a business venture in Florida under subsection 48.193(1)(a)1 and has sufficient minimum contacts with Florida to satisfy due process. We agree.
This court reviews rulings on personal jurisdiction de novo. Stonepeak Partners, LP v. Tall Tower Cap., LLC, 231 So.3d 548, 552 (Fla. 2d DCA 2017). In Florida, a two-part inquiry determines whether long-arm jurisdiction is appropriate. Id. (citing Venetian Salami Co. v. Parthenais, 554 So.2d 499, 502 (Fla. 1989)). First, the court must decide whether the jurisdictional facts are sufficient to bring the action within the ambit of the long-arm statute. Id. If so, the court must then determine whether there are sufficient "minimum contacts" to satisfy due process requirements. Id. Moreover, a showing of specific jurisdiction "requires a causal connection between the defendant's activities in Florida and the plaintiff's cause of action, a requirement known as `connexity.'" Stonepeak, 231 So. 3d at 552 (quoting Canale v. Rubin, 20 So.3d 463, 466 (Fla. 2d DCA 2009)). We address each issue in turn.
a. Conducting or engaging in a business venture.
Section 48.193(1)(a)1 provides for personal jurisdiction over defendants in "any cause of action arising from" the act of "[o]perating, conducting, engaging in, or carrying on a business or business venture in this state or having an office or agency in this state." The long-arm statute's purpose is "to regard nonresidents who have availed themselves of the privilege of `dealing in goods, services, or property, whether in a professional or nonprofessional capacity, within the State in anticipation of economic gain,' as operating a business or business venture." Stonepeak, 231 So. 3d at 557 (quoting Labbee v. Harrington, 913 So.2d 679, 683 (Fla. 3d DCA 2005)).
The question of whether a nonresident is "doing business" or "engaged in a business venture" in Florida depends on the unique facts presented in each case. James v. Kush, 157 So.2d 203, 205 (Fla. 2d DCA 1963). "[E]ach case must be judged on its own facts. We cannot resort to a mechanical test, but must judge the quality and nature of the activity involved." A. B. L. Realty Corp. v. Cohl, 384 So.2d 1351, 1355 (Fla. 4th DCA 1980); see also Wm. E. Strasser Constr. Corp. v. Linn, 97 So.2d 458, 459 (Fla. 1957) ("While certain general principles may be said to prevail[,] the application of these principles will be governed by the factual situation presented by a particular record.").
Crucially, "[t]here is a vast difference between the words `a business' and the words `business venture'" in the context of long-arm jurisdiction. State ex rel. Weber v. Register, 67 So.2d 619, 620 (Fla. 1953); see also A. B. L. Realty, 384 So. 2d at 1354 ("[T]here is a significant difference between a `business' and a `business venture.'"). In particular, a "business venture" "may be established by showing a lesser involvement than would be required to prove" a "business." A. B. L. Realty, 384 So. 2d at 1354. Consequently, "[o]ne may engage in a `business venture' without operating, conducting, engaging in or carrying on a `business.'" Id. (quoting Weber, 67 So. 2d at 620).
We acknowledge that Weber and its progeny interpret prior or related jurisdictional statutes. However, these statutes contain nearly identical operative language and have been interpreted together by this and other courts. See Stonepeak, 231 So. 3d at 556-57; see also Citizens State Bank v. Winters Gov't. Sec. Corp., 361 So.2d 760, 763 n.4 (Fla. 4th DCA 1978) ("[I]nterpretation of the language in Section 48.181(1), Florida Statutes (1971) likewise would be applicable to Section 48.193(1)(a), Florida Statutes (1975).").
Under either standard, the defendant's activities "must be considered collectively and show a general course of business activity in the state for pecuniary benefit." April Indus., Inc. v. Levy, 411 So.2d 303, 305 (Fla. 3d DCA 1982) (citing Dinsmore v. Martin Blumenthal Assocs., 314 So.2d 561 (Fla. 1975)); see also Stonepeak, 231 So. 3d at 555. In evaluating the defendant's business activity, some relevant factors "include: (1) `the presence and operation of an office in Florida'; (2) `the possession and maintenance of a license to do business in Florida'; (3) `the number of Florida clients served'; and (4) `the percentage of overall revenue gleaned from Florida clients.'" Stonepeak, 231 So. 3d at 555 (quoting RMS Titanic, Inc. v. Kingsmen Creatives, Ltd., 579 F. App'x 779, 783 (11th Cir. 2014)).
But "these factors are not dispositive." RMS Titanic, 579 F. App'x at 784. For example, there is "no question that there need be no local office nor agent, no lease, no meeting, no presence of corporate offices in Florida to warrant a finding of engagement in a business venture." Citizens State Bank v. Winters Gov't Sec. Corp., 361 So.2d 760, 763 (Fla. 4th DCA 1978) (citing Dinsmore, 314 So. 2d at 564); see also Am. Fin. Trading Corp. v. Bauer, 828 So.2d 1071, 1074 (Fla. 4th DCA 2002) ("There needs to be no local office nor agent, no lease, no meeting, no presence of corporate officers in Florida to satisfy the long-arm statute.").
Concomitantly, "[t]he Florida Supreme Court has held that engaging in a single act for profit can amount to a business venture." Labbee, 913 So. 2d at 683 (discussing supreme court decisions involving "entering into a contract to construct a motel" (citing Strasser Constr., 97 So. 2d at 460) and "listing ... a citrus grove for sale" (citing Weber, 67 So. 2d at 621)); see also Stonepeak, 231 So. 3d at 556 ("[A] single transaction for profit can constitute engaging in a business venture."). As even the dissent in Weber recognized, the nature of the defendant's business is relevant to contextualize the defendant's conduct. 67 So. 2d at 626 (Drew, J., dissenting) (opining that "[t]he mere sale of a business or a liability arising out of an offer to do so—simply is not conducting a business within the meaning of the Act as I construe it—unless, of course, the defendant is engaged in that business" (emphasis added)).
Here, RJPT's entire business is to invest capital into other businesses. Although it has a Texas registered address, RJPT has no employees or physical office space, in Texas or elsewhere.
RJPT engaged with LSI, a Florida LLC, for the purpose of acquiring membership interests in the company for profit. To investigate and accomplish the deal, RJPT's only investment decisionmaker requested and analyzed LSI's financials, and then flew to Florida to personally tour LSI's facilities and meet with its management and board. After conducting this due diligence, RJPT negotiated and purchased an initial membership interest in LSI from a Florida resident for the purpose of pecuniary gain. And over the next six years, RJPT continued to trade tens of millions of dollars in LSI's membership interests, either with Florida residents or through LSI itself as intermediary.
In addition to trading in the LSI membership interests themselves, RJPT also received more than thirty distributions, amounting to eight figures, from its ownership of membership interests in LSI. Although these distributions were separate transactions from the underlying investments, they were the clear, likely, and intended fruits of the investments—indeed, not only did the purchase agreements expressly entitle RJPT to a share of any such distributions, but RJPT in fact purchased all but one of its LSI membership interests only after receiving a distribution from the initial investment, thereby increasing the value of subsequent distributions. Considering these undisputed facts, we must conclude that RJPT engaged in a business venture in Florida within the meaning of the long-arm statute.
We reject RJPT's argument that Stonepeak compels the opposite conclusion. RJPT relies heavily on this court's observation in Stonepeak that "the fact that a [nonresident] investment firm owns a minority equity interest in a Florida company as part of its portfolio does not equate with [that firm] doing business in Florida." 231 So. 3d at 556. But as just discussed, that undisputedly is not all that happened here. And further, the essential facts of Stonepeak are readily distinguishable from the facts of this case.
Perhaps most important, Judge Silberman made clear in Stonepeak that the activities at issue concerned a business transaction that was sought after but never consummated. There, nonresident Stonepeak entered into a confidentiality and noncircumvention agreement with Florida firm Tall Tower to bid on broadcast towers offered for sale by another nonresident, Clear Channel. Id. at 551. Despite negotiations, "their bid was unsuccessful." Id. Thus, "Stonepeak never consummated a transaction to purchase the Clear Channel assets or even entered into a contract for purchase.... Stonepeak did not deal in any property in Florida but investigated the possibility of entering into such a transaction." Id. at 557.
By contrast here, RJPT consummated several purchase and sale transactions of LSI membership interests with various counterparties. And RJPT received the bargained-for distributions from these interests for years. Instead of being merely incident to some other transactions, these deals constituted RJPT's only business of investing in other companies for profit.
Further, in Stonepeak, "[t]he Confidentiality Agreement that Stonepeak signed in New York did not obligate it to do anything in Florida." Id. at 557. But here, RJPT expressly agreed that at least some of its purchases were to be performed in Florida, and also agreed to Florida choice of law and venue provisions for claims based thereon. RJPT further agreed to be bound by LSI's operating agreement, whereas "Stonepeak did not enter into any LLC or management agreement with Tall Tower." Id.
Moreover, in Stonepeak, the court acknowledged that communications to Florida could be relevant to the question of whether a nonresident is "doing business" in the state, depending on the nature of the communications. Id. at 556 (citing Canale, 20 So. 3d at 469). But we explained that they did not establish a business venture in part because they concerned a transaction that was never consummated: "There was no evidence that Stonepeak derived pecuniary gain as a result of the communications, and it did not purchase the Clear Channel assets or even enter into an agreement to purchase them." Id. Here, however, RJPT's and LSI's in-person, electronic, and telephonic correspondence concerned multiple consummated transactions, resulting in significant pecuniary gain to RJPT. Thus, Stonepeak does not preclude finding the existence of a business venture here.
In addition, this is not, as RJPT suggests, a situation involving a complex foreign corporate structure with a local subsidiary or "nonresident individual shareholders of corporations resident in Florida." Schwartzberg v. Knobloch, 98 So.3d 173, 180-83 (Fla. 2d DCA 2012) (discussing "basic principles of personal jurisdiction limit[ing plaintiffs'] ability to obtain jurisdiction of nonresident, upstream owners of nursing homes and the nonresident officers and employees of such entities"). LSI is not an RJPT subsidiary; as RJPT averred below, "RJPT does not have a subsidiary in Florida." Nor is RJPT an individual shareholder of LSI.
Finally, RJPT did not inherit or otherwise passively acquire its membership interests in LSI. See, e.g., Toffel v. Baugher, 125 So.2d 321, 325 (Fla. 2d DCA 1960) (affirming determination of no business or business venture where nonresident defendants "inherited [real] property in Florida and did not purchase it and list it for resale"). Rather, RJPT's entire business is investing its capital in other businesses for pecuniary gain, and it undisputedly elected to invest in this Florida company in the first place through a transaction it negotiated. Then, over the course of six years, RJPT continued to trade millions of dollars' worth of its membership interests in the Florida company with Florida residents or through the Florida company's management, all the while collecting distributions as promised in the purchases. Under these circumstances, RJPT's activity in Florida cannot be considered passive for purposes of defeating personal jurisdiction. The trial court erred in concluding otherwise.
b. Connexity.
Whereas "[g]eneral jurisdiction arises from a party's contacts with Florida that are unrelated to the litigation," "[s]pecific jurisdiction ... requires a causal connection between the defendant's activities in Florida and the plaintiff's cause of action, a requirement known as `connexity.'" Canale, 20 So. 3d at 466. Only specific jurisdiction is at issue here.
As relevant in this case, section 48.193(1)(a)1 "confers jurisdiction over parties who operate, conduct, engage in, or carry on a business or business venture in this state or have an office or agency in this state for any cause of action arising from the `doing of' those acts." Res. Healthcare of Am., Inc. v. McKinney, 940 So.2d 1139, 1143 (Fla. 2d DCA 2006) (emphasis added). "The term `arising from' is broad; it does not mean `proximately caused by,' but only requires a "`direct affiliation," "nexus," or "substantial connection'" to exist between the basis for the cause of action and the business activity." Citicorp Ins. Brokers (Marine), Ltd. v. Charman, 635 So.2d 79, 82 (Fla. 1st DCA 1994) (quoting Damoth v. Reinitz, 485 So.2d 881, 883 (Fla. 2d DCA 1986)).
RJPT concedes, as it must, that the distributions challenged in this lawsuit were "based on [its] investment" in LSI. Even so, it contends that they did not "arise out of" the investment for the purposes of the long-arm statute. We disagree. RJPT was the recipient of certain distributions from LSI and its affiliates that Mr. Kapila seeks to avoid and recover on the basis that they were allegedly fraudulent. RJPT received these distributions as a direct, negotiated result of purchasing its membership interests in LSI, expressly defined to include a proportionate share in LSI's distributions. The distributions at issue are a natural and intended consequence of RJPT's acquisition of its membership interests and thereby have "a "`direct affiliation," "nexus," or "substantial connection'" [with] the business activity." Charman, 635 So. 2d at 82 (quoting Damoth, 485 So. 2d at 883); cf. Schwartzberg, 98 So. 3d at 182 (holding that nonresidents' ownership of membership interests did not satisfy the connexity requirement because "nothing about the Appellants' financial interests in the nursing home is related in any way to [Appellee's] claims"). Indeed, RJPT's membership interest is the very mechanism by which it received any distributions from LSI.
RJPT also argues that its business venture cannot support jurisdiction here because "a fraudulent-transfer cause of action arises from the acts of the transferor—not from the acts of the transferee," suggesting that reversal here would overturn cases that hold "a fraudulent transfer is not a tortious act for purposes of Florida's long-arm statute." Edwards v. Airline Support Grp., Inc., 138 So.3d 1209, 1211-12 (Fla. 4th DCA 2014); see also Beta Real Corp. v. Graham, 839 So.2d 890, 891-92 (Fla. 3d DCA 2003). But the authorities RJPT relies upon address only the separate basis of jurisdiction for a tortious act, whereas Mr. Kapila is instead asserting jurisdiction under section 48.193(1)(a)1—business or business venture. They do not preclude jurisdiction in the different circumstances here.
Nonetheless, RJPT attempts to decouple its actions in acquiring its LSI membership interests from the many resulting distributions. In particular, RJPT contends that because LSI and its affiliates, as opposed to RJPT itself, made the decisions to make the distributions, they have no connexity with RJPT's investments. But on this record, the distributions were a fundamental part of the investment, where the negotiated purchases expressly granted RJPT a right to them and where all but one of RJPT's LSI interests were acquired after it already began receiving distributions.
Consequently, the trial court erred in finding "no connection" between RJPT's investment in LSI and the resulting distributions challenged here. In the context of this case, the claims seeking to claw back some of the distributions RJPT concedes it received "based on [its] investment" in LSI "arose from" RJPT's business venture for purposes of section 48.193(1)(a)1.
2. Due Process.
In addition to satisfying the long-arm statute, the defendant must also have minimum contacts with Florida sufficient to satisfy constitutional requirements of due process. E.g., Venetian Salami, 554 So. 2d at 502 ("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."). Those requirements are satisfied where "the defendant has `certain minimum contacts with [the State] such that the maintenance of the suit does not offend `traditional notions of fair play and substantial justice.'" Daimler AG v. Bauman, 571 U.S. 117, 126, 134 S.Ct. 746, 187 L.Ed.2d 624 (2014) (alteration in original) (quoting Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 923, 131 S.Ct. 2846, 180 L.Ed.2d 796 (2011)).
In evaluating minimum contacts, "it is essential in each case that there be some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum State, thus invoking the benefits and protections of its laws." Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (quoting Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 2 L.Ed.2d 1283 (1958)). This "requirement ensures that a defendant will not be haled into a jurisdiction solely as a result of `random,' `fortuitous,' or `attenuated' contacts or of the `unilateral activity of another party or a third person.'" Id. (citations omitted); see also Ford Motor Co. v. Mont. Eighth Jud. Dist. Ct., ___ U.S. ___, 141 S.Ct. 1017, 1025, 209 L.Ed.2d 225 (2021) ("The contacts must be the defendant's own choice and ... must show that the defendant deliberately `reached out beyond' its home—by, for example, `exploi[ting] a market' in the forum State or entering a contractual relationship centered there." (second alteration in original) (citations omitted)).
"Thus where the defendant `deliberately' has engaged in significant activities within a State or has created `continuing obligations' between himself and residents of the forum, he manifestly has availed himself of the privilege of conducting business there." Burger King, 471 U.S. at 475-76, 105 S.Ct. 2174 (citations omitted). "[B]ecause his activities are shielded by `the benefits and protections' of the forum's laws it is presumptively not unreasonable to require him to submit to the burdens of litigation in that forum as well." Id. at 476, 105 S.Ct. 2174.
Factors weighing upon the determination of whether the exercise of jurisdiction "would offend `traditional notions of fair play and substantial justice'" include "the burden on the defendant, the interests of the forum State, and the plaintiff's interest in obtaining relief." Asahi Metal Indus. Co. v. Superior Ct. of Cal., 480 U.S. 102, 113, 107 S.Ct. 1026, 94 L.Ed.2d 92 (1987) (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 90 L.Ed. 95 (1945)). Courts must also weigh "the interstate judicial system's interest in obtaining the most efficient resolution of controversies; and the shared interest of the several States in furthering fundamental substantive social policies." Id. (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 292, 100 S.Ct. 559, 62 L.Ed.2d 490 (1980)).
Here, the due process analysis is clear. After analyzing the financials it requested and traveling to Florida to meet with management and tour the facilities, a sophisticated foreign investment firm negotiated and executed several multimillion-dollar contracts over a period of six years to buy and sell membership interests in the same Florida company. Each of the deals was either directly with a Florida counterparty or negotiated by the Florida company whose membership interests were being transacted, or both.
Further, in purchasing its membership interests, RJPT agreed to Florida choice of law and venue provisions, and also expressly agreed that performance would occur in Florida. Although not dispositive, RJPT's express agreement that these purchases took place in Florida and that any lawsuits thereon would be litigated in Florida under Florida law only weighs further against any due process violation. Cf. Aluminator Trailers, L.L.C. v. Loadmaster Aluminum Boat Trailers, Inc., 832 So.2d 822, 824 (Fla. 2d DCA 2002) (concluding no minimum contacts existed where unexecuted agreement contained Texas choice of law provision but "no documents with a Florida [choice of law] provision or forum selection clause were exchanged"); see also Santaro Indus., Inc. v. Gencor Indus., Inc., 766 So.2d 1194, 1195 (Fla. 5th DCA 2000) (concluding minimum contacts existed where foreign corporation negotiated purchase agreement that included Florida choice of law provision and received invoices for purchased goods indicating that disputes would be resolved under Florida law).
RJPT's acts were neither random nor fortuitous. See Burger King, 471 U.S. at 475, 105 S.Ct. 2174. To the contrary, they show that by its "own choice" over a period of years, RJPT "deliberately `reached out beyond' its home—by, for example, ... entering ... contractual relationship[s] centered" in Florida, for significant pecuniary gain. See Ford, 141 S. Ct. at 1025. Indeed, the entire investment campaign is squarely within the scope of RJPT's only business: investing in other companies for profit. Furthermore, these activities also created continuing obligations between RJPT and Florida. See Burger King, 471 U.S. at 476, 105 S.Ct. 2174. Particularly relevant here, among them were RJPT's rights to share in LSI's distributions— including the ones Mr. Kapila challenges in this litigation.
Nonetheless, RJPT asserts that it lacks minimum contacts with Florida primarily because it only visited the state once in connection with its LSI investment, thereafter conducting its business remotely from Texas. But the law is well settled that "minimum contacts" do not require any physical presence in the state, much less a continuing one. As the Supreme Court explained decades ago:
Jurisdiction in these circumstances may not be avoided merely because the defendant did not physically enter the forum State.... [I]t is an inescapable fact of modern commercial life that a substantial amount of business is transacted solely by mail and wire communications across state lines, thus obviating the need for physical presence within a State in which business is conducted. So long as a commercial actor's efforts are "purposefully directed" toward residents of another State, we have consistently rejected the notion that an absence of physical contacts can defeat personal jurisdiction there.
Burger King, 471 U.S. at 476, 105 S.Ct. 2174 (collecting cases). That statement about "modern commercial life" in 1985 is only truer today.
Finally, RJPT contends that it would be unfair to require it to litigate this case in Florida. But RJPT has not identified anything unfair about litigating this dispute over the fruits of its repeated investments in the state where it traveled to initiate them and where it agreed to litigate related claims. See Burger King, 471 U.S. at 477, 105 S.Ct. 2174 ("[W]here a defendant who purposefully has directed his activities at forum residents seeks to defeat jurisdiction, he must present a compelling case that the presence of some other considerations would render jurisdiction unreasonable.").
At bottom, the undisputed facts establish that RJPT purposely availed itself of the privilege of conducting business in Florida and should reasonably have anticipated being haled into court here in connection therewith. See Venetian Salami, 554 So. 2d at 500 (quoting World-Wide Volkswagen, 444 U.S. at 297, 100 S.Ct. 559). Thus, personal jurisdiction would not offend traditional notions of fair play or justice under the circumstances presented here.
Conclusion
Because RJPT was conducting a business venture in Florida under subsection 48.193(1)(a)1 and has sufficient minimum contacts with Florida to satisfy due process, the trial court erred in dismissing Mr. Kapila's amended complaint against RJPT for lack of personal jurisdiction. Accordingly, we reverse and remand for further proceedings.
Reversed and remanded.
SLEET and LABRIT, JJ., Concur.