## Facts

- Concord Food Festival, Inc. (Concord), a New Hampshire corporation, entered into a 20-year franchise agreement with Miami Subs USA (MSUSA), a Florida corporation, to operate a Miami Subs restaurant in Connecticut.
- To operate the franchise, Concord subleased Connecticut property from QSR, Inc. (QSR), a Florida corporation that leased or rented premises for Miami Subs franchisees.
- MSUSA and QSR were wholly owned subsidiaries of Miami Subs Corporation, a Florida parent company.
- The franchise agreement contained Florida choice-of-law and venue provisions, but the sublease between QSR and Concord did not include a forum-selection clause.
- QSR sued Concord in Florida circuit court for breach of the sublease, alleging Concord abandoned the Connecticut premises and asserting specific personal jurisdiction under Florida’s long-arm statute (breach-of-contract provision).
- Concord moved to dismiss for lack of personal jurisdiction. Concord conceded the complaint satisfied Florida’s long-arm statute, but argued due process was not met because:
  - the sublease was executed in New Hampshire, and
  - executing the sublease was Concord’s only Florida-related contact.
- Concord supported its motion with an affidavit stating it had no offices, agents, property, or general business operations in Florida and that the sublease was negotiated and executed outside Florida.
- QSR filed a responsive affidavit stating:
  - the sublease was entered into in Florida,
  - Concord had ongoing Florida contacts by regularly communicating with QSR in Florida and sending sublease payments to Florida, and
  - Concord had additional Florida contacts through its franchise relationship with MSUSA and related dealings tied to Florida-based corporate personnel.
- Without resolving the conflicts between the affidavits, the trial court dismissed the case for lack of personal jurisdiction. QSR appealed.

## Issues

1. When the parties submit conflicting affidavits on material jurisdictional facts bearing on minimum contacts, may a Florida trial court dismiss for lack of personal jurisdiction without first holding a limited evidentiary hearing to resolve the conflicts?
2. In assessing minimum contacts for a sublease dispute, may the defendant’s related franchise agreement and course of dealing with Florida-based affiliated entities be relevant to the due process analysis?

## Decision

- The Fourth District Court of Appeal reversed the order dismissing QSR’s complaint and remanded.
- The court held that the competing affidavits conflicted on material facts about Concord’s Florida contacts (including where the sublease was entered into and the extent of ongoing Florida-directed communications and payments).
- Because those disputed facts were essential to the minimum-contacts determination, the trial court was required to conduct a limited evidentiary hearing (or other fact-finding) before ruling on personal jurisdiction.
- The appellate court did not decide whether Florida ultimately had personal jurisdiction over Concord; it required the trial court to resolve the factual disputes and then apply the due process analysis.

## Legal Principles

- Florida personal jurisdiction involves a two-step inquiry: (1) whether the complaint alleges facts bringing the case within Florida’s long-arm statute; and (2) whether the defendant has sufficient minimum contacts with Florida to satisfy due process.
- Once the long-arm statute is satisfied, the defendant may contest jurisdiction by affidavit; the plaintiff must then rebut by affidavit or other sworn proof.
- If the affidavits do not conflict on essential jurisdictional facts, the trial court may decide jurisdiction on the written submissions.
- If the affidavits conflict on essential jurisdictional facts, the trial court must hold a limited evidentiary hearing to resolve the disputed facts before granting a motion to dismiss for lack of personal jurisdiction.
- Minimum contacts depend on the nature and quality of the defendant’s Florida-directed conduct and whether the defendant purposefully established contacts such that being sued in Florida was reasonably foreseeable; physical presence is not required.
- When contracts and the parties’ ongoing relationship are connected, a court may consider the broader course of dealing and related agreements when evaluating whether Florida-directed activity satisfies due process.

## Conclusion

QSR, Inc. v. Concord Food Festival, Inc. holds that a trial court cannot dismiss for lack of personal jurisdiction based solely on competing affidavits that conflict on material minimum-contacts facts; instead, the court must conduct a limited evidentiary hearing to resolve those disputes and then determine whether due process permits jurisdiction.


QSR, Inc. v. Concord Food Festival, Inc., 766 So. 2d 271 (2000)