What is the proper venue for suits against a Florida corporation and its officers? A recent opinion by Florida’s Fourth District Court of Appeals (the “Fourth District”) looked at that very issue. See Gamco, Inc., v. Fontaine, No 4D10-4402 (Fla. 4th DCA Aug. 10, 2011)(the “Opinion”). In Gamco, the Fourth District reversed and remanded a lower court’s order denying a litigant’s motion to change venue. The Gamco opinion arose from an action against a Florida corporation (the “Corporation”) and three of the Corporation’s officers (the “Officers”).
Plaintiff in the underlying action (the “Plaintiff”) is a resident of Broward County, Florida. The three Officers each resided in Leon County, Florida – the same county where the Corporation operated its principal place of business. Opinion at *1. Plaintiff, as a shareholder of the Corporation, brought an action that alleged, among others, breaches of fiduciary duties. Plaintiff further alleged that venue for the action was proper in Broward County as it is “the place where [Plaintiff] resides and where all relevant actions or omissions occurred.” Id.
In deciding whether Broward County was the appropriate venue, the Fourth District looked first to Florida statutes. Section 47.011, Florida Statute (2010) provides in relevant part that “[a]ctions shall be brought only in the county where the defendant resides, where the cause of action accrued or where the property in litigation is located.” When an action is commenced against a corporation, section 47.051, Florida Statutes (2010), provides that such actions “shall be brought only in the county where such corporation has, or usually keeps, an office for transaction of its customary business, where the cause of action accrued, or where the property in litigation is located.” Opinion at *5.
No property was involved in the Gamco litigation. The issue then for the Fourth District was whether the Defendants reside in Broward or whether the causes of action accrued in Broward. Opinion at *5. The complaint alleged that each of the officers lived in Leon County, not Broward. The trial court found that venue was proper in Broward because Gamco was conducting business in Broward County. The Fourth District found that the lower court erred in finding that venue in Broward County was proper because there were sufficient allegations of doing business in Broward County. Id. “Doing business in a county or having an agent in a county, without more, is not a sufficient basis for venue in a suit against a domestic, as opposed to a foreign, corporation.” Id., citing U-Haul Co. of N. Fla., Inc., v. Fuller, 417 So. 2d 1102, 1103 (Fla. 4th DCA 1982). It was undisputed that Gamco, as a Florida corporation, had its principal place of business in Leon, not Broward County.
Finally, the Fourth District looked at whether any causes of action accrued in Broward County. The complaint contained three categories of causes of action – breach of fiduciary duties, breach of contract and libel. Opinion at *6-7. A breach of fiduciary duty, as a tort claim, accrues for venue purposes where the plaintiff first suffers injury. A cause of action on a contract accrues for venue purposes where the breach of contract occurs. As for slander and libel, these causes of action accrued at the time of first publication. Id. Looking at each category separately, the Fourth District found that the causes of action accrued in Leon or Manatee Counties, not Broward County. Because the defendants in the lower court action established that venue was proper in Leon County, the Fourth District reversed the trial court’s decision and remanded for further proceedings consistent with the Fourth District’s opinion. Opinion at *7.