Cedrus Enterprises Holding SAL v. Jabil, Inc.

Summary

The Florida Second District Court of Appeal affirmed an order denying Cedrus Enterprises Holding SAL's motion to dismiss Jabil, Inc.'s complaint for lack of personal jurisdiction. The court held that Cedrus joined and consented to a payment agreement containing a Florida choice-of-law provision and a Pinellas County forum-selection clause, thereby consenting to jurisdiction under Florida law. The court also rejected Cedrus's reliance on a nonexclusive Delaware forum-selection clause in its guaranty.

Holdings

1. Cedrus consented to personal jurisdiction and venue in the Pinellas County circuit court by voluntarily signing the Joinder and Consent, which joined Cedrus to the Payment Agreement and its Florida forum-selection provision.
2. Cedrus did not establish that the Florida forum-selection clause was unreasonable or unjust, because it did not show that litigating in Florida would be so gravely difficult and inconvenient that it would effectively be deprived of its day in court.
3. The later Pinellas County forum-selection clause controlled over the nonexclusive Delaware forum-selection clause in the guaranty.
4. A Florida court must first determine whether the complaint sufficiently alleges a factual basis under Florida's long-arm statute and then determine whether exercising jurisdiction satisfies constitutional due-process requirements.

Questions Presented

1. Whether Cedrus consented to personal jurisdiction in Florida by signing the Joinder and Consent and thereby joining the Payment Agreement containing a Florida choice-of-law and forum-selection provision.
2. Whether the Payment Agreement satisfied sections 48.193(1)(a)9 and 685.102, Florida Statutes, such that Florida could exercise personal jurisdiction without a separate traditional minimum-contacts analysis.
3. Whether the Delaware forum-selection provision in the guaranty controlled over the later Pinellas County forum-selection provision in the Payment Agreement.

Disposition

affirmed