LISA, S.A., A PANAMANIAN CORPORATION, APPELLANT,
v.
JUAN LUIS BOSCH GUTIERREZ, ET AL., APPELLEES

Fla. 3d DCA | 2002-01-16
Nos. 3D01-1704, 3D01-894
Before COPE, FLETCHER, and RAMIREZ, JJ.
806 So. 2d 557 Florida District Court of Appeal, Third District (2002) Caution
Cited by 6 cases

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Holding

Service of process on individual defendants was improper as they were lured into the jurisdiction under the guise of a settlement conference, and service on corporate defendants was improper for failure to strictly comply with statutory requirements.


Headnotes

[1] Service of process on individuals attending a settlement conference in Florida is improper when the individuals are nonresidents who entered the jurisdiction solely for t…

[2] Service of process on a corporation must strictly comply with Florida statutes governing service on corporations.

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Facts & Procedural History

Plaintiff, a shareholder, arranged a meeting in Miami with defendant shareholders and corporate representatives under the pretense of discussing finan…

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Opinion of the Court
RAMIREZ, J.

RAMIREZ, J.

The plaintiff, Lisa, S.A., appeals an order quashing service of process on the individual and corporate defendants. We affirm the trial court’s finding that service on the individual defendants was made during a settlement conference here in Miami, Florida, and that service on the corporations was not effectuated pursuant to Florida statutes. Lisa, S.A., is a one-third shareholder of a group of Guatemalan corporations known as the Avícola, which produces, sells, and distributes processed chicken to retail outlets. Lisa is one of three family groups who collectively own the Avícola.

From 1982 to 1991, meetings took place regularly in Toronto, Canada, where a representative of the Avícola would disseminate financial information. From 1991 to 1994, several meetings took place in Guatemala. No further shareholders’ meetings have occurred since 1996. There were three meetings in Miami during the 1990’s for the purpose of discussing a purchase of Lisa’s interest in the Avícola. A tentative agreement was reached to sell this interest for $93.7 million, but the sale was not consummated because the parties were unable to agree on financing terms.

In 1998, Lisa noted certain discrepancies in the financial information provided by the Avícola. There was a meeting at Lisa’s offices in Toronto in April, 1998. During the ensuing communications, one of the defendants, Dionisio Gutierrez Mayor-ga, suggested an informal meeting at his house in Key Biscayne, but the meeting never took place. Instead, on August 20, 1998, two executives of the Avícola went to Toronto.

Lisa filed a lawsuit in Miami on November 25, 1998, but neither served nor informed the defendants of the litigation. During one of several conversations, Dioni-sio suggested a meeting in Guatemala, which was later canceled. On January 29, 1999, Lisa called Dionisio to make another attempt to set up a meeting. Dionisio first proposed Guatemala, but Lisa declined because of the health of one of Lisa’s principals. Dionisio then suggested Miami. The parties agreed to meet on February 16, 1999, at the Sonesta Hotel on Key Biscayne.

Lisa filed another complaint on February 11, 1999, and obtained ex parte orders freezing the defendants’ assets and obtaining ex parte discovery from four Miami banking institutions. It retained process servers, who checked in to the Sonesta the day before the meeting, and set up a command post in one of the hotel rooms. They were instructed to serve process at the end of the meeting.

The meeting began, as agreed, with the Avícola providing financial information. Following the Avicola’s several-hour presentation, Lisa played a pre-recorded CD-ROM, at the end of which Lisa announced that it had decided to sue the defendants. At that point, the process servers entered the room and served the defendants.

The trial court found that Citrexsa, S.A. v. Landsman, 528 So. 2d 517 (Fla. 3d DCA 1988) mandated quashing the service of process on the individual defendants. Lisa attempts to distinguish Citrexsa on the basis that it (1) acted in good faith; (2) the meeting was not a settlement forum but a shareholders’ meeting; and (3) Miami had been used before. We cannot fault the trial court’s conclusions to the contrary. Lisa’s actions in filing two suits prior to the meeting, preparing a CD-ROM presentation that ended with the announcement of litigation, and the elaborate preparations to serve the defendants belie any good faith. There was ample evidence to support the trial court’s further finding that the defendants, all nonresidents, entered the jurisdiction solely to attend a meeting where, in good faith, they would attempt to provide the financial information which Lisa had been seeking and thereby avert litigation. We agree with the trial court that Citrexsa dictates the quashing of the service of process.

We also agree with the trial court that precedent dictates quashing service of process on the corporate defendants. The corporate defendants were served in Panama by first using local notaries public who delivered the suit papers to the corporate defendant’s resident agent in Panama. Later, these notaries public attempted to deliver process to officers of the corporate defendants. The returns of service show that in two cases, the notary served the receptionist at the resident agent’s offices and in the other case service was effected on the resident agent’s law clerk.

As stated in Washington Capital Corp. v. Milandco, Ltd., Inc., 665 So. 2d 375 (Fla. 4th DCA 1996), section 48.081, Florida Statutes (1999), governs service of process on corporations, and the statute “must be strictly construed and strictly complied with.” There service was quashed because it was effectuated on a secretary/receptionist of the foreign corporation. Service here on a receptionist or a law clerk is equally unavailing and does not strictly comply with the statute.

We therefore affirm the two orders quashing service of process on all defendants.


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Citator

Cited By

  • …nded summons was served, the amended return of service was filed, and the trial court allowed the amendment. The statutes regarding service of process on corporations “must be strictly construed and strictly complied with.” Lisa, S.A. v. Gutierrez, 806 So. 2d 557, 559 (Fla. 3d DCA 2002) (quoting Washington Capital Corp. v. Milandco, Ltd., Inc., 665 So. 2d 375 (Fla. 4th DCA 1996)). A rule of notice allowing service on an individual as an individual to constitute service on a corporation because of a connectio…
  • Verabella Falls Condo. v. Sosa, 77 So. 3d 815 (Fla. 3d DCA 2012)
    …rve the process on any employee of the registered agent during the first attempt at service even if the registered agent is temporarily absent from his or her office. (Emphasis added). Verabella Falls cites our decision in Lisa, S.A. v. Gutierrez, 806 So. 2d 557 (Fla. 3d DCA 2002) for the proposition that service upon a registered agent must follow the hierarchy set forth in section 48.081(l)(a) through (d). However, appellant misconstrues Lisa and the case it relied upon, Washington Capital Corp. v. Miland…
    1 / 2
  • Sehringer v. Big Lots, Inc., 532 F. Supp. 2d 1335 (M.D. Fla. 2007)
    …cted by complying with them.” Int’l Steel Truss Co. v. Artec Group, Inc., 824 So.2d 340 (Fla. 2d DCA 2002), quoting York Communications, Inc. v. Furst Group, Inc., 724 So.2d 678 (Fla. 4th DCA 1999); see also Lisa S.A. v. Gutierrez, 806 So.2d 557 (Fla. 3d DCA 2002). Furthermore, the purpose of the hierarchy set forth in § 48.081 is to “have service made upon some one who is held responsible by the corporation and it contemplates that service shall be made, whenever possible, on the more resp…

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