Alexander Proudfoot Company World Headquarters L.P. and APCO, Inc. v. Dennis C. Thayer

Summary

The Eleventh Circuit held that Florida law governs whether a contractual clause conferring personal jurisdiction is effective in a diversity action. Although the clause alone could not establish jurisdiction under Florida law, the defendant's failure to return confidential materials to Florida satisfied the Florida long-arm statute, and his contractual consent to Florida jurisdiction resolved the due process inquiry. The court reversed the dismissal for lack of personal jurisdiction and remanded.

Holdings

1. A federal court sitting in diversity must apply Florida law, rather than federal judge-made law, to determine the effect of the contractual consent-to-personal-jurisdiction clause because applying federal law would encourage forum shopping and produce inequitable administration of the laws.
2. Florida's long-arm statute authorized personal jurisdiction because Thayer allegedly breached the employment agreement by failing to deliver confidential materials to Proudfoot in Florida, an act the contract required to be performed in Florida.
3. Because Thayer freely agreed to personal jurisdiction in Florida and did not show that the provision was obtained under duress or was unreasonable or unjust, exercising jurisdiction did not violate due process.

Questions Presented

1. Whether a federal court sitting in diversity should apply federal or Florida law to determine the effect of a contractual provision consenting to personal jurisdiction in Florida.
2. Whether Florida's long-arm statute authorized personal jurisdiction over Thayer based on his failure to deliver confidential materials to Proudfoot in Florida as required by the employment agreement.
3. Whether enforcement of the contractual consent to personal jurisdiction violated due process.

Disposition

reversed_and_remanded