Concordia Lutheran Ministries v. Wills

The personal representative (“PR”) of an estate filed a suit for alleged nursing home negligence with two counts of negligence, one wrongful death count, one count of aiding and abetting the Florida subsidiary’s breach of fiduciary duty, and one count of exploitation of a vulnerable adult. It is

important to understand the corporate setup here. Concordia Village of Tampa operates a nursing home in Tampa, Florida. It is a subsidiary that is wholly owned by Concordia Lutheran Ministries, a Pennsylvania not-for-profit. The PR sued both the Tampa nursing home and the Pennsylvania holding company along with two employees of the Tampa nursing home.

The PR alleged that the Pennsylvania parent company could be haled into Florida court under Florida’s long-arm state (48.193, Fla. Stat.) because it was doing business in Florida by being the sole owner of the Florida subsidiary. Also, the PR alleged that the parent company conducted and engaged in business activities in Florida and engaged in substantial and not isolated activities in Florida and that it purposely availed itself of the privileges of Florida through its ownership of the Florida subsidiary.

Finally, the PR alleged that the Pennsylvania parent company committed torts in Florida under the “aiding and abetting the breach of fiduciary duty.” The breach was alleged to have come from improper transfer of funds from the subsidiary to the parent that adversely impacted the level of care and services at the Tampa facility. (In other words, the Pennsylvania parent sucked all the money out of the subsidiary that should have been used for care). The purpose of the transfers were unjust enrichment of the parent company that injured the decedent, and the contracts between parent and subsidiary were written in a way that would achieve that unjust enrichment at expense of the residents at the nursing home.

The Pennsylvania parent company filed a motion to dismiss, claiming that Florida courts lacked personal jurisdiction over it. After holding a non-evidentiary hearing, the trial court found that the Pennsylvania parent company had sufficient minimum contacts in Florida to justify personal jurisdiction under the long-arm statute.

Concordia appealed, as this is an appealable non-final order. When examining whether Florida has personal jurisdiction over a foreign defendant, courts apply a two-prong test. The first prong is whether the plaintiff has alleged sufficient jurisdictional facts "to bring the action within the ambit of the [long-arm] statute." Longarm jurisdiction can be either specific under section 48.193(1) or general under section 48.193(2). (NOTE: The way to keep the difference straight in your head is whether the foreign defendant has such a presence in Florida that they are “generally” a Floridian or whether the foreign defendant has done something “specific” that triggers jurisdiction). If a plaintiff can satisfy that first prong, then the second prong is whether the defendant has sufficient minimum contacts with Florida to satisfy due process. This can be shown by demonstrating that the defendant's conduct and connection with Florida are such that he should reasonably anticipate being haled into court there.

To challenge personal jurisdiction, the defendant must file a motion to dismiss that is backed up by affidavits or other sworn proof. If they do that, the burden swings back to the plaintiff to prove by affidavit or sworn proof that there is a basis for long-arm jurisdiction.

When is an evidentiary mini-trial required? Well, if the trial court can harmonize the affidavits, it can determine jurisdiction based on undisputed facts (similar to a summary judgment standard). If the affidavits conflict, however, an evidentiary hearing is warranted, and the trial court has to conduct actual factfinding.

Everyone agreed that the plaintiff adequately alleged both general and specific jurisdiction.

Concordia did file a motion to dismiss that attached affidavits.