Ornella Pianezza v. MIA Collection Servs.
3d DCA, 3/6/24
No. 3D22-1580, 2024 WL 948889
Chief Judge Logue
Topics: Fraudulent Inducement; Corporate Shield Doctrine; Personal Jurisdiction
Quick Take: Foreign employees of foreign company could be haled into Florida court and court could exercise personal jurisdiction over such defendants where they were alleged to have personally committed torts in Florida. They were not saved by the corporate shield doctrine because of the allegations that they personally committed the tort. The complaint alleged that the two corporate employees knowingly directed fraudulent emails and phone calls into Florida, sought business in Florida, and shipped the counterfeit bags to Florida. A cause of action arising from telephonic, electronic, or written communications into Florida satisfies long-arm statute.
Full Take: This is a long opinion about establishing personal jurisdiction. The Florida plaintiff sued a company in Dubai (UAE) and two of its employees who are citizens of Europe who split their time between Europe and Dubai. The suit was about selling counterfeit high-end handbags.
The Defendants moved to dismiss for lack of personal jurisdiction, claiming no ties to Florida. Pianezza and Artioli, the two natural persons being sued, argued that the corporate shield doctrine precluded personal jurisdiction and that Plaintiff MIA failed to sufficiently plead an intentional tort. Pianezza and Artioli contended the sworn evidence submitted with their motion to dismiss refuted Plaintiff MIA’s allegations and that a handful of emails and text messages did not establish sufficient minimum contacts with the forum to satisfy constitutional due process. The Plaintiff overcame that objection, and here’s how.
- The complaint alleged that the two natural persons committed intentional tortious acts in Florida by, among other things, sending and/or directing telephonic and electronic communications into Florida,” which were the direct and proximate cause of injuries in Florida.
- Plaintiff MIA alleged that the two employees falsely represented, in emails, that their company had a relationship with Hermès, a high-end, luxury goods brand.
- MIA alleged Pianezza, with Artioli’s approval, sent emails to MIA’s employee in Florida falsely referencing the brand, specific models of handbags, and other details regarding the merchandise.
- Artoli’s affidavit admitted he knew that Pianezza was working the sale to MIA
- On advice of counsel, Artioli and Pianezza refused, in their depositions, to answer direct questions about whether they’d been aware of and involved in fraud and misrepresentations;
- Pianezza admitted learning eventually that MIA was in Florida and exchanging communications with MIA and shipping the bags to Florida;
- Defendants denied the merits of the Complaint.
The trial court held a non-evidentiary hearing on the motion to dismiss and denied it. Pianezza and Artioli appealed.
Florida's courts conduct a two-step inquiry to determine whether a court has personal jurisdiction over a nonresident defendant: (1) whether Florida’s long-arm statute is satisfied and; (2) whether Defendant has sufficient “minimum contacts” with Florida to satisfy due process requirements.
The long-arm statute is satisfied when a foreign corporation commits a “tortious act” on Florida soil. § 48.193(1)(a)(2), Fla. Stat. Artioli and Pianezza contend that they were acting solely in their capacity as employees on behalf of Hyba, so they benefit from the “corporate shield doctrine.”
In Kitroser v. Hurt, 85 So. 3d 1084, 1088 (Fla. 2012), the Florida Supreme Court explained that the corporate shield doctrine “provides that acts performed by a person exclusively in his corporate capacity not in Florida but in a foreign state may not form the predicate for the exercise of personal jurisdiction over the employee in the forum state.” The “corporate capacity” acts are acts not for one’s own benefit but for the exclusive benefit of the employer. An exception exists limiting the doctrine's protection where a corporate officer commits fraud or other intentional misconduct outside of Florida. Also, the corporate shield doctrine will not operate to bar personal jurisdiction in Florida over an individual defendant that commits a tortious act in Florida, regardless of whether it was on behalf of a corporate employer.
Here, MIA alleged fraudulent inducement against Artioli and Pianezza, so the only question is whether the complaint sufficiently stated a cause of action for this intentional tort. It does. The complaint alleged that:
- (1) Artioli directed his employees and agents to make misrepresentations about the authenticity of the handbags and from where they were sourced;
- (2) Artioli and Pianezza made these misrepresentations to MIA Collection;
- (3) they knew these representations were false;
- (4) they intended to induce MIA Collection to purchase the counterfeit bags based on these misrepresentations; and
- (5) MIA Collection purchased the handbags based on these misrepresentations.
Those allegations satisfy the elements of the intentional tort of fraudulent inducement. And the key is whether the tort, as alleged, occurred in Florida, not whether the defendant committed a tort while in Florida.
Additionally, section 48.193(1)(b), Fla. Stat., provides that a cause of action arising from telephonic, electronic, or written communications into Florida satisfies long-arm statute, so the allegations of directing telephone calls and sending emails containing fraudulent misrepresentations into Florida are sufficient to allege a tortious act within this state.
Defendants’ affidavits did not shift the burden back to Plaintiff. Pianezza did not deny exchanging telephone calls and emails with Joe Colon. Nor does she deny being aware that MIA was in Florida. Even if Pianezza did not know MIA was in Florida, Plaintiff’s affidavit by Colon attested that he received catalogues and invoices from Pianezza in Miami, Florida, he had telephone calls with Pianezza while he was in Miami, Florida, and the handbags were delivered to Miami, Florida.
Artioli acknowledged in his deposition he was aware that MIA was in Florida. He was aware that Pianezza was working with MIA on the sale of “Hermès bags” and “other products.” He admitted that Pianezza kept him informed of the sale. Artioli never denied the complaint's allegations that he specifically made misrepresentations about the authenticity of the handbags and from where they were sourced, or that he knew or should have known the representations he made and authorized and directed his employees and agents to make were false. Both Defendants declined to answer those questions during their depositions
They declined making the calls on their own behalf, but that leaves open the possibility that they did them on the employer’s behalf, which brings us back to the failed corporate shield defense. Artioli's declaration as corporate representative on behalf of Hyba contained nothing more than legal conclusions, which MIA was not required to refute. Legal conclusions rather than assertions of fact are insufficient to trigger any need for plaintiffs to file an affidavit refuting the conclusionary statements.
In regard to the minimum contacts/due process argument, the intentional tort of fraudulent inducement was aimed at MIA, a Florida resident. Artioli and Pianezza both acknowledged they knew MIA was in Florida. They chose to continue with the business transaction rather than discontinuing the business relationship. Indeed, Artioli wanted to expand to new customers. Thus, they must have “reasonably anticipated being haled into court” in Florida based on the business transaction. AFFIRMED.