Oesterle v. Farish

Michael Oesterle (plaintiff), a Michigan resident, was the managing agent for SBG, a Delaware limited liability company. GEM Broadcasting, a company owned by Florida resident Joseph Farish (defendant), entered into an agreement to sell its assets to SBG. As part of the agreement, Farish demanded that SBG assume the lease Farish had on a 22-seat skybox at a local stadium. Because of negotiation complications, Oesterle personally met with Farish in Florida to finalize the purchase agreement. At that meeting, Oesterle personally assured Farish that SBG would assume the skybox lease; however, Oesterle knew that SBG had no intention of assuming the skybox lease. Oesterle had a personal financial interest in SBG successfully completing the GEM purchase transaction. GEM and SBG successfully closed the deal; however, after selling off the assets purchased from GEM, SBG refused to assume the skybox lease. Farish sued Oesterle for breach-of-contract and fraud, arguing that (1) Oesterle purposefully misrepresented SBG’s intentions regarding the skybox lease; and (2) Farish relied on Oesterle’s misrepresentations to his detriment. Farish claimed personal jurisdiction over Oesterle under Florida’s long-arm statute. Oesterle moved to dismiss for lack of jurisdiction, arguing that the corporate-shield doctrine prevented Florida from exercising personal jurisdiction over Oesterle based on actions Oesterle took on behalf of SBG. The trial court held that the corporate-shield doctrine did not apply because Oesterle committed an intentional tort against a Florida resident and because he had a personal financial interest in the successful completion of the GEM transaction. Farish appealed.