Jurisdiction and Venue

A bill to be paid in Gainesville

Can a Florida court make a company answer for a promise to pay money in Florida when the company says it does no business here? J.S. Parthenais said yes. His complaint alleged that in March 1987 an officer of Venetian Salami Company contacted him in Alachua County and hired him to look into a large unpaid account owed to the company. Venetian, he said, agreed to cover his expenses and to pay him at his Gainesville office. He did the work, he said, and Venetian refused to pay.

Venetian’s president answered with a sworn statement of his own. Venetian was a Canadian corporation that did no business in Florida, he said, and every discussion about the account had taken place in New York and Montreal. The company had never reached any agreement with Parthenais at all, let alone one to pay him in Florida. Before a court could decide whether Venetian owed the money, it had to settle three other questions. Did it have power over this kind of case? Did it have power over Venetian? Was it the right place for the suit? The Florida Supreme Court’s answer to the second question, in Venetian Salami Co. v. Parthenais, 554 So. 2d 499 (Fla. 1989) (opens in a new tab), is still the test Florida courts apply. The activity asks the same three questions about Maria Alvarez’s espresso machine, once for the federal courts and once for Florida’s.

Power over the kind of case

The first line of Parthenais’s complaint had nothing to do with salami. It said the action was for damages greater than $5,000. Florida’s rules require a complaint to state the grounds of the court’s jurisdiction, and for a claim for money the amount usually does that work. In 1987 a Florida county court heard actions at law up to $5,000, so that one line claimed a place in circuit court, the tier above.

This is subject matter jurisdiction: a court’s power over a category of case. Florida sorts its trial courts partly by money. Today section 34.01, Florida Statutes (opens in a new tab), sets the county court’s ceiling at $50,000 for cases filed since January 1, 2023, up from $30,000 in 2020 and $15,000 before that. Larger money claims go to circuit court, along with divorce, probate, and other matters the county courts do not hear. Those are the two tiers you choose between in the activity. The figure is set to move again: starting July 1, 2030, the statute adjusts it for inflation every ten years. A remembered number goes stale, and the live statute does not.

Could Parthenais have gone to federal court instead? Federal courts hear only the cases the Constitution and Congress give them. A claim for money owed under an agreement arises under state law, so federal question jurisdiction was out. That leaves diversity jurisdiction. Section 1332 (opens in a new tab) reaches suits between a state’s citizens and citizens of a foreign country, so a Florida citizen suing a Canadian company fits one of its clauses. Filed today, the suit would also need more than $75,000 in controversy, not counting interest and costs.

Diversity must also be complete. Suppose a Florida plaintiff sued a Gainesville business alongside a Canadian company. With a Floridian on each side, no federal court could hear the case on diversity, however much money was at stake. A corporation is a citizen of the state or country where it was incorporated and of the one where it has its principal place of business. Get the citizenship of every party right before you count the dollars.

One more trait sets subject matter jurisdiction apart. No one can waive it. Federal Rule of Civil Procedure 12(h)(3) (opens in a new tab) tells a court to dismiss whenever it finds the power missing, and under Florida Rule of Civil Procedure 1.140(h)(2) the defense can be raised at any time. The question can come back at any stage of a case, even on appeal.

Power over Venetian

Venetian’s objection was not about which tier of court. It argued that no Florida court could bind it at all. That is personal jurisdiction, the court’s power over the defendant, and Venetian raised it at the start, in a motion challenging the court’s jurisdiction over the company. Raising it early mattered. This objection belongs to the defendant, and a defendant that leaves it out of its first motion, or out of its answer when it files no motion, gives it up. Federal Rule 12(h)(1) and Florida Rule 1.140(h)(1) both say so.

A court gets power over a defendant in one of two ways. A company that is essentially at home in a state can be sued there on any claim, and a corporation’s clearest homes are its state of incorporation and its principal place of business. By its president’s account, Venetian’s home was Canada. So Parthenais needed the second kind, specific jurisdiction, which reaches only a claim that arises out of or relates to the defendant’s own contacts with the state.

In Florida that inquiry starts with the long-arm statute, section 48.193 (opens in a new tab). It lists the acts by which a nonresident submits to suit in Florida. Parthenais relied on one: breaching a contract in Florida by failing to do something the contract required to be done here. In his account, the payment due at his Gainesville office was the thing left undone.

The First District Court of Appeal thought that was enough. If the facts fit the statute, it reasoned, the constitutional minimum was built in, or else the statute itself would be unconstitutional. The Florida Supreme Court disagreed. The Legislature had decided which acts Florida meant to reach. It could not decide in advance whether due process allowed reaching them in a given case, because that depends on each case’s facts. So a court asks two questions, and both answers must be yes. Do the facts alleged bring the case within the statute? And does the defendant have enough connection to Florida to satisfy due process? Proving one of the listed acts does not automatically prove the second, the court held, though it allowed that some listed acts, once proven, would carry enough contact on their own.

The second question is minimum contacts. It comes from International Shoe Co. v. Washington, decided in 1945. A defendant not present in the state must have such contacts with it that the suit does not offend “traditional notions of fair play and substantial justice.” That phrase is abstract, so the Florida court made it concrete in a footnote. Suppose a New York company telephones a Florida resident and talks him into buying a $5 widget. The widget does not work, and he sends it back without paying. No one could fairly say, the court wrote, that he had enough contact with New York to expect a lawsuit there.

In other words, the contact that counts is the defendant’s own choice to reach into a state. The widget buyer never reached into New York; the seller’s call pulled him into the deal. The court applied the same idea to Venetian. Failing to pay money in Florida, standing alone, would not be enough.

What decided the case was a dispute over facts. Parthenais filed sworn statements, one of them from the man who had been Venetian’s president at the time. They said Venetian had contacted Parthenais in Alachua County and agreed to send his payment there. The court said those facts, if true, would establish minimum contacts. Venetian’s own sworn statement denied any agreement. When the two sides’ accounts cannot be reconciled, the court held, the trial judge must hold a limited hearing, with evidence, to decide the jurisdiction question. It sent the case back for that hearing. What the hearing found is not in the reported opinion.

Thirty-two years later, the U.S. Supreme Court showed how far a company’s steady business in a state can carry. In Ford Motor Co. v. Montana Eighth Judicial District Court, 592 U.S. 351 (2021) (opens in a new tab), crashes in Montana and Minnesota harmed residents of those states, and Ford advertised, sold, and serviced the same car models there. Ford argued that it could be sued only where the particular cars were designed, built, or first sold, and none of those was the state where the suit was filed. The Court rejected the argument. Its cases had never required a strict causal link between the company’s in-state activity and the suit, and “relate to” reaches further, though the Court said the phrase still has real limits.

A federal court in Florida asks the same two questions. Federal Rule 4(k)(1)(A) (opens in a new tab) ties a federal court’s reach over a defendant to that of a state court of general jurisdiction where the federal court sits. So a federal judge in Florida starts with section 48.193 too.

The right courthouse

The Florida Supreme Court’s opinion never mentions venue. Venue asks a different question: among courts with power over the case and the parties, which county or district should hear it? A statute answers it. In Florida that is chapter 47. Its general rule, section 47.011, sends a suit to the county where the defendant resides, where the cause of action accrued, or where the property in dispute is located. That section does not apply to nonresidents. Section 47.051 (opens in a new tab) covers corporations. A foreign corporation is one formed outside Florida. If it does business in the state, it can be sued in a county where it has an agent or other representative, where the cause of action accrued, or where the property is located.

Every Florida county sits in one of 20 judicial circuits, which the Florida Courts site (opens in a new tab) lists with their counties. Alachua County, where Parthenais kept his office, is in the Eighth Circuit. Federal venue works by district instead. Section 1391(b) (opens in a new tab) allows, among other places, a district where any defendant resides if all defendants reside in the same state, or a district where a substantial part of the events behind the claim occurred. A separate statute, 28 U.S.C. § 89, assigns every Florida county to one of three federal districts; Alachua falls in the Northern District.

Venue is also the defendant’s objection to raise or lose, on the same schedule as personal jurisdiction. And a wrong venue can cost time without costing the case. Under Florida Rule of Civil Procedure 1.060(b), a court may transfer a suit filed in the wrong county to one where it could have been brought. Rule 1.060(a) does the same for a case filed in the wrong court within a county, such as an $80,000 claim filed in county court. A court can have both kinds of jurisdiction and still be the wrong place for the suit.

From Gainesville to Orlando

The questions come in an order. Subject matter jurisdiction is first, because nothing a court does without it will stand. Personal jurisdiction follows, since power over the case is no help without power over the defendant. Venue comes last, and it only chooses among courts that already have both.

Maria Alvarez’s case runs the same course twice, once through the federal courts and once through Florida’s. Her facts are not Parthenais’s. BrewMax’s contacts with Florida are a pattern of online advertising, dozens of shipments a year, and a technician’s visit to Orlando, not one disputed agreement. Weighing that difference against Ford is the work of Part 3 of the activity. Start where Part 1 starts, with the statutes, and save the Statute Decoder for a clause that still resists you after a second reading.