November 19, 2024
A group of limited partners brought a shareholder derivative action on behalf of a New York limited partnership and themselves. The Complaint alleged that the limited partnership’s New York general partner (a corporation) along with its New York corporate officers/shareholders engaged in tortious conduct beginning in May 2008, injuring the limited partnership and its limited partners. The Complaint asserted claims against these defendants (and a separate Florida corporation) for fraud, conspiracy, breach of fiduciary duty, conversion, accounting, and declaratory judgment.
The defendants (corporate general partner and its officers) filed motions to dismiss for lack of personal jurisdiction. Following a non-evidentiary hearing, the Court held that the sworn declarations filed by the defendants in support of their motions to dismiss were sufficient to contest plaintiffs’ allegations of jurisdiction in the Complaint, and shifted the burden to the plaintiffs to prove the basis upon which jurisdiction over these defendants could be obtained. The Court also held that the sworn declaration offered by the plaintiffs failed to counter the jurisdictional facts in the defendants’ sworn declarations. The Court also noted that when a defendant’s affidavits denying any conduct bringing it within the Florida long-arm statute are unrebutted, the case against that defendant must be dismissed. Notably, the Court also declined the plaintiffs’ ore tenus request to conduct additional limited jurisdictional discovery. The Circuit Court (Miami-Dade) dismissed the Complaint for lack of personal jurisdiction, without leave to amend, but without prejudice to the plaintiffs pursuing their claims in any other forum where they could obtain personal jurisdiction over these defendants.