Conax Florida Corp. v. Astrium Ltd.
2007 U.S. Dist. LEXIS 51854, 2007 WL 2083582, 499 F. Supp. 2d 1287 (2007)
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Rule of Law:
A foreign corporation establishes sufficient minimum contacts to be subject to personal jurisdiction when it purposefully directs its activities at a forum state by negotiating a contract there, frequently visiting to oversee production, and using the forum's facilities for its own business purposes.
Facts:
- Astrium Limited, an English company, contacted Conax Florida Corporation, a Florida-based manufacturer, regarding the purchase of pyrotechnic valves for its satellites.
- In 2000, Astrium provided Conax with a work order in Florida, and in March 2001, Astrium sent a team of employees to Conax's Florida facility where the parties reached an oral agreement.
- The resulting subcontract gave Astrium full access to Conax's Florida facilities to observe, inspect, and evaluate the manufacturing process, and provided Astrium with office space on site.
- Throughout the subcontract's term, Astrium's representatives traveled to Florida approximately every other month to oversee manufacturing and testing of the pyro-valves.
- Astrium also brought its own customers to tour Conax's Florida facility to showcase the design and production of the pyro-valves.
- In June 2005, both parties observed cracking in the pyro-valves during testing, which was also found in earlier batches.
- Astrium representatives subsequently visited Conax's Florida facility several more times to investigate the cause of the cracking.
- A dispute arose regarding the scope of liability for the defective valves, with Astrium claiming damages of approximately 24.5 million euros.
Procedural Posture:
- Conax Florida Corporation filed a complaint for declaratory judgment against Astrium Limited in the Circuit Court for Pinellas County, Florida, a state trial court.
- Astrium Limited, the defendant, removed the case from state court to the United States District Court for the Middle District of Florida.
- Astrium Limited filed a Motion to Quash Service of Process and to Dismiss for Lack of Personal Jurisdiction, or in the alternative, a Motion to Stay Proceedings and Compel Arbitration.
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Issue:
Does a foreign corporation subject itself to personal jurisdiction in Florida by negotiating a contract in the state, repeatedly visiting the state to oversee manufacturing, bringing its customers to the state, and maintaining a contractual right to office space within a Florida facility?
Opinions:
Majority - Thomas G. Wilson
Yes, a foreign corporation subjects itself to personal jurisdiction in Florida under these circumstances. The defendant's cumulative activities demonstrate a general course of business activity in the state for pecuniary benefit, satisfying Florida’s long-arm statute. Furthermore, the defendant purposefully directed its activities at Florida residents and the litigation arises from those activities, establishing the minimum contacts required by constitutional due process without offending traditional notions of fair play and substantial justice.
Analysis:
This case illustrates how a series of purposeful, in-state activities can subject a foreign defendant to personal jurisdiction, even without a permanent physical presence like an office or employees based in the state. The court's cumulative approach to contacts—viewing negotiation, frequent oversight visits, and use of facilities collectively—reinforces a broad application of specific jurisdiction. The decision also affirms the strong federal policy favoring arbitration by interpreting the permissive term "may" in an arbitration clause as granting either party the right to compel arbitration, thus preventing one party from unilaterally opting for litigation.
