## Facts

- Conax Florida Corporation, a Florida manufacturer of satellite pyrotechnic valves, supplied pyrovalves to Astrium Limited, a United Kingdom satellite company, for Eurostar 3000 telecommunications satellites.
- Astrium initiated contact with Conax in Florida in 2000 and issued an authorization to proceed and work order sent to Conax in Florida.
- Astrium sent employees to Conax’s Florida facility in 2001 to move from work authorization to a final contract; the parties reached an oral agreement in Florida that was later reduced to writing, signed by Astrium in England, and executed by Conax in Florida.
- Contract performance involved substantial Florida activity, including manufacture, qualification, and testing, and Astrium personnel made repeated visits to Florida connected to performance.
- Around 2005, defects or alleged defects in the pyrovalves generated a dispute over liability and cost allocation.
- The parties agreed to mediate in Florida on December 15, 2006; the mediation failed.
- Conax filed a federal declaratory judgment action in Florida regarding its liability to Astrium.
- Conax served process in Florida on an Astrium representative who traveled to Florida for the mediation; Astrium argued service was invalid because the representative was allegedly induced to enter Florida under the pretext of settlement discussions. Conax also pursued substitute service under Florida procedures.
- The subcontract contained an ICC arbitration provision selecting London as the seat and English law, using the word “may,” prompting a dispute over whether arbitration was mandatory.

## Issues

1. Whether service of process on Astrium’s representative in Florida (and/or substitute service) was invalid because the representative allegedly entered Florida due to improper inducement tied to mediation.
2. Whether Astrium’s Florida contacts satisfied Florida’s long-arm statute and federal due process to support personal jurisdiction.
3. Whether the subcontract’s ICC arbitration clause required arbitration in London and warranted a stay and an order compelling arbitration.

## Decision

- The motion to quash service was denied because service was not invalidated by the mediation-related travel and, independently, substitute service was effective under Florida law.
- The motion to dismiss for lack of personal jurisdiction was denied because Astrium’s contract formation and performance-related conduct in Florida satisfied Florida’s long-arm statute and due process minimum-contacts requirements.
- The alternative motion to stay and compel arbitration was granted; the court compelled ICC arbitration in London and stayed the federal action.

## Legal Principles

- Service on a nonresident’s representative present in the forum for bona fide mediation or settlement activity is not void absent a fraudulent or purely pretextual inducement; valid substitute service can independently sustain service.
- Specific personal jurisdiction over a foreign corporation exists where the defendant purposefully initiates and maintains a contractual relationship tied to the forum, sends personnel into the forum to negotiate or perform, and the dispute arises from those forum-related contacts; jurisdiction must also be consistent with fair play and substantial justice.
- An arbitration clause using permissive language (e.g., “may”) can be construed as allowing either party to elect arbitration; once invoked, arbitration is enforceable and the court should stay litigation and compel arbitration under the Federal Arbitration Act when the dispute falls within the clause’s scope.

## Conclusion

The court held that Astrium was properly served and was subject to specific jurisdiction in Florida based on its contract-related activities in the state, but enforced the parties’ ICC arbitration agreement by staying the declaratory judgment action and compelling arbitration in London.


Conax Fla. Corp. v. Astrium Ltd., 499 F. Supp. 2d 1287 (M.D. Fla. 2007)