Suing an Out-of-State Company in Florida: Where to Start

Your business signed the deal, but the other company is in another state and has stopped paying or performing. You want to sue it in Florida. Can you?

Often, yes. A Florida court can hear a claim against an out-of-state company when that company did business in Florida, caused harm here, or failed to perform a contract that required work in Florida. Where the company is headquartered matters less than its connection to Florida and to the claim. The facts decide the question, and the steps below show what a court looks at.

Can a Florida Court Hear a Claim Against an Out-of-State Company?

Yes, if the company’s Florida activity fits the state’s long-arm rules. Fla. Stat. § 48.193 lists the acts that bring a non-resident into Florida courts. A home office in another state does not by itself block a case. What the company did in Florida, and whether your claim comes from that activity, drives the analysis.

What Florida’s Long-Arm Statute Requires

Florida’s long-arm statute reaches a non-resident who does certain acts in Florida. The statute covers operating or carrying on a business in Florida, committing a tortious act here, and breaching a contract by failing to perform acts the contract requires in Florida. The statute also covers a company with substantial and not isolated activity in Florida, even when the claim does not come from that activity.

Here is a simple example. A supplier in Georgia agrees to deliver and install equipment at a job site in Tampa. It never shows up, and you lose the project. The contract required performance in Florida, so the failure to perform there is the kind of act the statute lists. A one-time sale that never touched Florida is a weaker fit.

The mistake people make is assuming the company’s out-of-state address ends the discussion. Look at where performance was due, where payment was owed, and where the harm landed.

When the Out-of-State Company Has a Florida Registration or Registered Agent

For a limited liability company, process may be served on its registered agent. Fla. Stat. § 48.062 says a domestic or registered foreign LLC may be served through its registered agent under chapter 605. An unregistered foreign LLC doing business in Florida is treated as a non-resident for service purposes, under the same section.

Check the company’s filing record with the Florida Department of State before you send papers. Registration status affects how papers are delivered. It does not replace the jurisdiction analysis.

Choosing Where to File: Venue and Forum Selection Clauses

For an out-of-state company, venue usually follows the company’s Florida agent or the place where the claim arose. Fla. Stat. § 47.051 says a foreign corporation doing business in Florida may be sued in a county where it has an agent or other representative, where the cause of action accrued, or where the property in litigation is located.

The county-of-residence rule in Fla. Stat. § 47.011 does not apply to non-residents. So if a foreign corporation doing business in Florida breached or caused harm in Hillsborough County, or has an agent or other representative there, a Tampa-area court may be the right place under § 47.051, because § 47.011 does not apply to actions against nonresidents.

Many contracts name a court. That clause is a forum selection clause, and judges read it closely. A clause can be challenged, but the challenge is not easy. In Basulto v. Hialeah Automotive, the Florida Supreme Court reviewed a challenge to an arbitration agreement and weighed procedural and substantive unconscionability together. Check the contract language before you file anywhere.

Serving Court Papers on an Out-of-State Defendant

Serving an out-of-state company means delivering papers in a way Florida law allows. For an LLC, service on the registered agent is the usual starting point under Fla. Stat. § 48.062.

Personal service outside Florida is also an option. Fla. Stat. § 48.193 says service on a person subject to Florida jurisdiction may be made outside the state, as provided in section 48.194. That service has the same effect as personal service inside Florida.

Defective service often causes delay. Get the company’s exact legal name and its registered agent from state records. Pick the method on purpose, and keep proof of how and when the papers were delivered.

Defenses an Out-of-State Company May Raise

A common first move is to argue that Florida courts lack power over the company. The company can challenge jurisdiction, so your file should show the specific Florida contacts tied to the claim. Invoices, delivery records, payment records, and emails often carry that proof.

A second defense is an arbitration clause. Florida law says an agreement to arbitrate in a record is valid and enforceable, except on grounds that exist to revoke any contract, under Fla. Stat. § 682.02. Federal law reaches contracts involving commerce in similar terms, under 9 U.S.C. § 2. When a party moves to compel arbitration, the court must stay the case on that claim while it decides the motion, under Fla. Stat. § 682.03.

If the owners are named personally, the company will argue they cannot be held liable. Whether a court will look past a company’s separate existence and hold its owners personally responsible for its debts is a fact-specific question under Florida law, so it helps to review how the company was formed and operated with a business litigation lawyer early in the dispute. See Wurtzebach v. Flooring Depot FTL, Inc..

Before You File: Evidence and Next Steps

Gather the records that tie the company to Florida before you file. That means signed contracts, purchase orders, emails, delivery and payment records, and proof of any work done in Florida. Put them in date order so the timeline is clear.

If an out-of-state vendor, contractor, or partner stopped performing on a Tampa-area project, the questions above come up right away. Which court fits? Who must be served? Does the contract send the dispute somewhere else? Ayala Law PA handles commercial litigation, contract disputes, and construction litigation for businesses in Tampa, Hillsborough County, and the Tampa Bay area. Fees are explained when you contact the firm.

Eduardo A. Maura is the responsible lawyer for this page. The firm’s office is at 1646 W Snow Ave, Tampa, Florida. To discuss your facts, call (305) 570-2208 or request a case evaluation. A case evaluation does not promise any result.

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