Third DCA
Team Health Holdings, Inc. v. Caceres
3d DCA
3/1/23
Judge Emas
Topics: Personal Jurisdiction
Ms. Caceres sued several physicians and business entities for alleged medical malpractice resulting in permanent injuries during her 2010 hospitalization. Seven years later, she added Team Health as a defendant under a theory of corporate successor liability because Team Health had acquired one of the defendant companies.
This denial of Team Health’s motion to dismiss had gone up on appeal before, and on remand, the trial court again held a hearing on Team Health’s motion to dismiss based on lack of personal jurisdiction. Team Health’s corporate affidavit essentially alleged that it was a Delaware corporation with no presence in Florida, though it admitted that it has subsidiaries like the acquired defendant company that does business in Florida. Critically, the affidavit alleged that Team Health’s acquisition of the defendant company did not involve the assumption of responsibility for the acquired corporation’s 3 operations, claims, obligations, liabilities, debts, or duties. Team Health argued that the brand and logo now used by the acquired company were associated with numerous subsidiaries and affiliates and denoted no control. Health had “acquired” the defendant company, but Team Health swore that they were separate companies before and after the acquisition, and the acquired company retained complete control over its affairs.
The Plaintiffs attempted to counter the affidavits with the contract of acquisition and website information showing that Team Health exercised control over the acquired company. The problem with this is that the acquisition took place seven years after the alleged medical malpractice. Even assuming it has control over the acquired company now, it did not then. And nothing submitted by Plaintiffs showed that the company assumed liabilities from the acquired company.
The Florida Supreme Court’s two-step process for determining whether personal jurisdiction exists over a foreign corporation is to determine whether: (1) there exist sufficient jurisdictional facts to bring the action within the purview of Florida's long-arm statute, section 48.193, Florida Statutes; and (2) whether the foreign corporation possesses sufficient minimum contacts with Florida to satisfy federal constitutional due process requirements.
Prong one is satisfied by showing either general jurisdiction or specific jurisdiction. General jurisdiction is established where the defendant has engaged in substantial and not isolated activity within the state. In other words, the defendant's affiliations with the state are so continuous and systemic as to render it essentially at home in the forum state. Specific jurisdiction, on the other hand, is established by pleading specific facts that demonstrate that the defendant's conduct fits within one or more subsections of section 48.193.
Plaintiffs’ evidence did not establish that Team Health controlled the acquired defendant company’s day-to-day affairs or its overall operations. The order denying the motion to dismiss Team Health was reversed and the case was remanded with instructions. https://supremecourt.flcourts.gov/content/download/861238/opinion/211759_DC13_03012023_ 101556_i.pdf
Terry P. Roberts
Terry@YourChampions.com
Director of Appellate Practice Fischer Redavid PLLC
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