Opinion
Case No. 2D19-4095
03-19-2021
PARKER WAICHMAN LLP, a Florida limited liability partnership, and Jerrold S. Parker, individually, and Parker Waichman LLP, a New York limited liability partnership f/k/a Parker Waichman Alonso LLP, a New York professional limited liability partnership, Appellants, v. Jordan L. CHAIKIN, Appellee.
Hala Sandridge and Chance Lyman of Buchanan Ingersoll & Rooney PC, Tampa, for Appellants. Clifford S. Robert and Michael Farina of Robert & Robert PLLC, Uniondale, New York, for Appellant Parker Waichman LLP, a New York limited liability partnership. Robert C. Shearman and Kyle C. Dudek of Henderson, Franklin, Starnes & Holt, P.A., Fort Myers, for Appellee.
Hala Sandridge and Chance Lyman of Buchanan Ingersoll & Rooney PC, Tampa, for Appellants.
Clifford S. Robert and Michael Farina of Robert & Robert PLLC, Uniondale, New York, for Appellant Parker Waichman LLP, a New York limited liability partnership.
Robert C. Shearman and Kyle C. Dudek of Henderson, Franklin, Starnes & Holt, P.A., Fort Myers, for Appellee.
NORTHCUTT, Judge.
New York-based Parker Waichman LLP (New York LLP) and Florida-based Parker Waichman LLP (Florida LLP) challenge an order denying the Florida LLP's motion for summary judgment and establishing personal jurisdiction over the New York LLP. We agree with the appellants' assertion that the circuit court erred in holding that the New York LLP had submitted to the court's jurisdiction. We therefore reverse.
This appeal is a continuation of a dispute between Jordan Chaikin, an attorney hired by the New York LLP to open an office in Florida, and the two LLPs bearing the name Parker Waichman, one registered in New York and one registered in Florida. After the parties' relationship soured and Chaikin resigned, the Florida LLP sued Chaikin in Lee County, Florida, asserting claims that were largely premised on the employment contract between Chaikin and the New York LLP. Chaikin counterclaimed, raising claims based on a second contract, a partnership agreement, which likewise was between Chaikin and the New York LLP. The Florida LLP then moved to dismiss the counterclaims and to compel arbitration based on an arbitration clause in the partnership agreement. After the circuit court granted the Florida LLP's motion, we reversed on appeal, holding that the Florida LLP had waived any right to arbitration because its own suit included claims that arose out of the partnership agreement containing the arbitration clause. See Chaikin v. Parker Waichman LLP, 253 So. 3d 640, 643–45 (Fla. 2d DCA 2017).
On remand, the Florida LLP sought to enforce a forum selection clause in the partnership agreement, which motion the circuit court denied. Following the conclusion of the Florida LLP's unsuccessful appeal of that order, the New York LLP sued Chaikin in New York state court. The Florida LLP then moved for summary judgment on Chaikin's counterclaims in this proceeding, asserting that it was entitled to a judgment as a matter of law because Chaikin's counterclaims all arose out of his contract with the New York LLP, which was not a party in this case. Recognizing that this argument would also doom its own claims, in its summary judgment motion the Florida LLP also proposed that it would voluntarily dismiss its action against Chaikin.
The circuit court denied the Florida LLP's motion, concluding that the New York LLP had submitted itself to the jurisdiction of the court: "By attaching Exhibit A, the Employment Agreement, to the Amended Complaint, and actively participating in this litigation for several years the Court finds, Parker Waichman Alonso LLP, a New York limited liability partnership, has invoked the personal jurisdiction of this Court by way of an agency relationship." We review the ruling regarding the court's personal jurisdiction over the New York LLP de novo. See Camp Illahee Invs., Inc. v. Blackman, 870 So. 2d 80, 83 (Fla. 2d DCA 2003).
The circuit court's determination that the New York LLP has appeared in this case through the Florida LLP acting as its agent was not supported by legally sufficient evidence of an agency relationship between the two. "[T]he elements essential to the existence of an actual agency relationship are: (1) acknowledgement by the principal that the agent will act for him; (2) the agent's acceptance of the undertaking; and (3) control by the principal over the actions of the agent." Ilgen v. Henderson Props., Inc., 683 So. 2d 513, 515 (Fla. 2d DCA 1996) (citing Goldschmidt v. Holman, 571 So. 2d 422, 424 n.5 (Fla. 1990) ). Notably, when considering the existence of an agency relationship between corporate entities, "the amount of control the parent exercises must be very significant." State v. Am. Tobacco Co., 707 So. 2d 851, 855 (Fla. 4th DCA 1998). While the existence of an agency "may be inferred from acts, conduct and other circumstances," Bradley v. Waldrop, 611 So. 2d 31, 32 (Fla. 1st DCA 1992), the evidence in this case did not explicitly or implicitly prove such a relationship.
In support of its ruling, the circuit court cited the fact that the Florida LLP attached Chaikin's New York LLP employment agreement to its amended complaint, the purported significance being that the Florida LLP raised claims that only the New York LLP has the right to raise. That ultimately may be the case, but the Florida LLP's attempt to raise those claims did not perforce establish it as the other LLP's agent; rather, absent proof that the Florida LLP is acting on behalf and at the direction of the New York LLP, the legal effect is that the Florida LLP simply cannot obtain relief on those claims. See generally Roberts' Fish Farm v. Spencer, 153 So. 2d 718, 721 (Fla. 1963) (explaining that courts are reluctant to disregard corporate identities unless necessary to prevent injustice). From the scant facts on this record, it may not be safely inferred that the Florida LLP is controlled to a very significant degree by the New York LLP.
Chaikin raises several other arguments in defense of the circuit court's order, but they are unavailing. He asserts that the New York LLP has in fact appeared in this case by filing a motion to dismiss seeking to enforce the arbitration agreement. But although the New York LLP, rather than the Florida LLP, was the party to the contract containing the arbitration clause, the fact of the matter is that the motion to dismiss was filed by "Plaintiff/Counter-Defendant, PARKER WAICHMAN LLP," which would have been the Florida LLP, as indicated by the case caption. Moreover, a nonsignatory to a contract containing an arbitration clause can, in some circumstances, seek enforcement of that clause. See Armas v. Prudential Sec., Inc., 842 So. 2d 210, 211–12 (Fla. 3d DCA 2003). As with the claims raised in its complaint, the Florida LLP's asserted grounds for dismissal, without further evidence of an agency relationship, did not warrant the circuit court's conclusion that it is the New York LLP's agent.
Accordingly, we reverse the order determining that the New York LLP has submitted to the court's jurisdiction by way of an agency relationship with the Florida LLP and remand for further proceedings on the Florida LLP's motion for summary judgment.
Reversed and remanded.
ROTHSTEIN-YOUAKIM and SMITH, JJ., Concur.