## Facts

- Michael Oesterle, a Michigan resident, served as the managing agent for SBG, a Delaware limited liability company.
- Joseph Farish, a Florida resident, owned GEM Broadcasting, a Florida business whose assets SBG agreed to purchase.
- Farish required SBG to take over Farish’s lease for a 22-seat stadium skybox in Florida as part of the asset-sale transaction (with seats reserved for Farish).
- Negotiations encountered complications, and Oesterle traveled to Florida to meet with Farish to finalize the deal.
- At the Florida meeting, Farish alleged that Oesterle personally assured him that SBG would assume the skybox lease and made related personal promises/guarantees tied to the skybox obligations.
- Farish alleged that, when Oesterle made those assurances in Florida, Oesterle knew SBG did not intend to assume the skybox lease and made the statements to induce Farish to close.
- Evidence presented to the trial court indicated Oesterle had a personal financial interest in completing the transaction.
- After closing and later disposing of assets obtained from GEM, SBG refused to assume the skybox lease.
- Farish sued Oesterle (and SBG) in Florida for fraud and for breach based on the alleged personal guaranty.
- Oesterle moved to dismiss for lack of personal jurisdiction, arguing the corporate (fiduciary) shield doctrine barred jurisdiction because his acts were undertaken only on SBG’s behalf; the trial court denied the motion, and Oesterle appealed.

## Issues

1. Whether Florida’s long-arm statute permits personal jurisdiction over a nonresident managing agent alleged to have made fraudulent misrepresentations while physically present in Florida during negotiations.
2. Whether the corporate (fiduciary) shield doctrine prevents Florida from exercising personal jurisdiction over a nonresident corporate/LLC agent accused of personally committing an intentional tort against a Florida resident in Florida.
3. Whether asserting jurisdiction over the nonresident agent on these facts satisfies due process.

## Decision

- The Fourth District Court of Appeal affirmed the trial court’s order denying Oesterle’s motion to dismiss for lack of personal jurisdiction.
- The court held the record supported the trial court’s finding of sufficient evidence that Oesterle committed an intentional tort (fraud) directed at a Florida plaintiff, based on representations made in Florida in connection with the transaction.
- Because the alleged tortious conduct occurred in Florida, the long-arm statute’s “tortious act within this state” provision was satisfied.
- The corporate shield doctrine did not bar jurisdiction where the defendant was alleged to have personally participated in intentional misconduct and had an individual financial interest connected to the transaction.
- Exercising jurisdiction was consistent with due process because Oesterle’s in-state conduct and the alleged in-state effects made it reasonable to require him to defend the claims in Florida.

## Legal Principles

- Florida applies a two-step personal-jurisdiction analysis: (1) a statutory basis under the long-arm statute and (2) constitutional due process.
- A nonresident who commits a tortious act in Florida—such as making fraudulent misrepresentations while in Florida—falls within Florida’s long-arm statute.
- The corporate (fiduciary) shield doctrine generally protects an officer or agent from being haled into Florida solely because the corporation has Florida contacts, but it does not protect an individual alleged to have personally committed an intentional tort aimed at a Florida resident.
- A corporate/LLC agent’s personal participation in in-state fraud, along with evidence of personal gain connected to the conduct, supports personal jurisdiction over the individual.
- Due process is met when the defendant’s conduct connects him to Florida in a way that makes being sued there foreseeable and fair, particularly where the alleged misconduct occurred in Florida and harmed a Florida resident.

## Conclusion

In Oesterle v. Farish, the Florida Fourth District affirmed denial of a nonresident LLC manager’s jurisdictional dismissal motion, holding that alleged fraudulent misrepresentations made by the manager while in Florida during negotiations (and tied to a personal guaranty and personal financial interest) constituted a tortious act in Florida under the long-arm statute and were not shielded by the corporate shield doctrine, with due process satisfied by the manager’s forum-based conduct.


Oesterle v. Farish, 887 So. 2d 412 (2004)