QSR, Inc. v. Concord Food Festival, Inc.

Concord Food Festival, Inc. (Concord) (defendant), a New Hampshire corporation, entered into a 20-year franchise agreement with Miami Subs USA (MSUSA) to operate a Miami Subs franchise in Connecticut on land subleased from QSR, Inc. (defendant). Both MSUSA and QSR were wholly owned subsidiaries of Miami Subs Corporation, a Florida corporation. The sublease agreement did not contain a forum-selection clause. Subsequently, QSR filed a breach-of-contract suit against Concord in Florida, alleging QSR breached the sublease, and claiming specific-personal-jurisdiction over Concord under the breach-of-contract provision of Florida’s long-arm statute. Concord conceded that the breach-of-contract satisfied Florida’s long-arm statute; however, Concord argued Florida did not have sufficient minimum-contacts to exercise personal jurisdiction over Concord because (1) the sublease agreement was executed in New Hampshire; and (2) executing the sublease with QSR was Concord’s only contact with Florida. In QSR’s responsive affidavit, QSR alleged (a) the sublease was entered into in Florida; (b) Concord had substantial and ongoing contacts with Florida because Concord regularly contacted QSR in Florida and made the sublease payments to QSR in Florida; and (c) Concord had additional contacts with Florida through Concord’s franchise agreement with MSUSA. Without resolving the conflicts between Concord’s and QSR’s affidavits, the trial court dismissed QSR’s complaint for lack of jurisdiction. QSR appealed.