corporate shield doctrine in Florida

2026See Harrison v. NC3 Sys, Inc., 395 So. 3d 657 , 663 (Fla. 6th DCA 2024) (“Under the corporate shield doctrine, the actions of a corporate employee in a representative capacity do not form the basis for jurisdiction over the corporate employee in their individual capacity.” (citing Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993))); see also Radcliffe v. Gyves, 902 So. 2d 968 , 972-73 (Fla. 4th DCA 2005) (holding that the corporate shield doctrine precluded the trial court from 7 considering the nonresident defendants’ actions in Florida and connections with Florida in their capacities as mem

2024Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993); see also Carter v. Est. of Rambo, 925 So. 2d 353, 356 (Fla. 5th DCA 2006) (“The corporate shield doctrine draws a distinction between a corporate officer acting on his own and a corporate officer acting on behalf of his corporation. . . . [A]ny activity in one’s capacity as a corporate officer or director is exempted from consideration in support of the exercise of long-arm jurisdiction over said officer or director.”).

2025In Kitroser v. Hurt, 85 So. 3d 1084 (Fla. 2012), our supreme court concluded that jurisdiction against a corporate employee could be asserted where torts were committed in Florida: Where an individual, nonresident defendant commits negligent acts in Florida, whether on behalf of a corporate employer or not, the corporate shield doctrine does not operate as a bar to personal jurisdiction in Florida over the individual defendant.

2024In Kitroser v. Hurt, 85 So. 3d 1084, 1088 (Fla. 2012), the Florida Supreme Court explained that the corporate shield doctrine “provides that acts performed by a person exclusively in his corporate capacity not in Florida but in a foreign state may not form the predicate for the exercise of personal jurisdiction over the employee in the forum state.” (emphasis omitted).

2010"The corporate shield doctrine protects corporate agents from being subjected to Florida jurisdiction for acts performed while conducting business in Florida on behalf of a corporation." Oesterle v. Farish, 887 So.2d 412, 415 (Fla. 4th DCA 2004) (refusing to apply corporate shield doctrine because non-resident defendant was alleged to have committed an intentional tort when negotiating a contract on behalf of his corporate employer while present in Florida). [1] The rationale for the rule, i.e., that "it is unfair to force an individual to defend a suit brought against him personally in a foru

2010“The corporate shield doctrine protects corporate agents from being subjected to Florida jurisdiction for acts performed while conducting business in Florida on behalf of a corporation.” Oesterle v. Farish, 887 So.2d 412, 415 (Fla. 4th DCA 2004) (refusing to apply corporate shield doctrine because non-resident defendant was alleged to have committed an intentional tort when negotiating a contract on behalf of his corporate employer while present in Florida). 1 The rationale for the rule, i.e., that “it is unfair to force an individual to defend a suit brought against him personally in a forum

2025“Under the corporate shield doctrine, any activity in one’s capacity as a corporate officer or director is exempted from consideration in support of the exercise of long-arm jurisdiction over said officer or director.” Carter v. Est. of Rambo, 925 So. 2d 353, 356 (Fla. 5th DCA 2006); see also Stomar, Inc. v. Lucky Seven Riverboat Co., 821 So. 2d 1183, 1187 (Fla. 4th DCA 2002) (“Because the individual defendants were acting in their representative capacity on behalf of the limited liability company in executing the brokerage agreement, the circuit court correctly determined that it could not ha

2025“Under the corporate shield doctrine, any activity in one’s capacity as a corporate officer or director is exempted from consideration in support of the exercise of long-arm jurisdiction over said officer or director.” Carter v. Est. of Rambo, 925 So. 2d 353, 356 (Fla. 5th DCA 2006); see also Stomar, Inc. v. Lucky Seven Riverboat Co., 821 So. 2d 1183, 1187 (Fla. 4th DCA 2002) (“Because the individual defendants were acting in their representative capacity on behalf of the limited liability company in executing the brokerage agreement, the circuit court correctly determined that it could not ha

2024For this reason alone, the intentional torts alleged in the Amended Complaint could not have been “calculated to inflict a direct injury upon a resident of Florida,” Rensin, 18 So. 3d at 576 , and cannot support the exercise of personal jurisdiction under the exception to the corporate shield doctrine. 14 to produce any evidence to establish jurisdiction under the intentional-tort exception to the corporate shield doctrine.7 Accordingly, we reverse and remand with instructions for the trial court to render an order dismissing Harrison from the underlying action.

2012Moreover, in accordance with the corporate shield doctrine, “acts of [a] corporate employee performed in [his] corporate capacity do not form the basis for jurisdiction over [the] corporate employee in his individual capacity.” Rensin v. State, Office of the Attorney General, 18 So.3d 572, 574 (Fla. 1st DCA 2009) (alterations in original) (quoting Doe v. Thompson, 620 So.2d 1004, 1006 (Fla.1993)).

2018The defendant moved to dismiss the complaint, arguing that the corporate shield doctrine insulated him “because he was acting in an agency capacity for his employer.” 635 So. 2d at 39 .

2009In Allerton v. State, Department of Insurance, 635 So.2d 36 (Fla. 1st DCA 1994), we held that the corporate shield doctrine did not apply to a nonresident investment ad-visor who actively and personally orchestrated various financial schemes, including a “phantom year end sale” of high-risk junk bonds, on behalf of a Florida insurance company.

2009Citing Calder v. Jones, 465 U.S. 783, 791 , 104 S.Ct. 1482 , 79 L.Ed.2d 804 (1984), where the Court sustained the exercise of jurisdiction “because of the defendants’ intentional conduct calculated to cause injury to a plaintiff in the forum state,” this court explained that the corporate shield doctrine was unavailing when invoked against “intentional torts ... aimed at ... a Florida insurance company.” Allerton, 635 So.2d at 39 .

2009Citing Calder v. Jones, 465 U.S. 783, 791 , 104 S.Ct. 1482 , 79 L.Ed.2d 804 (1984), where the Court sustained the exercise of jurisdiction “because of the defendants’ intentional conduct calculated to cause injury to a plaintiff in the forum state,” this court explained that the corporate shield doctrine was unavailing when invoked against “intentional torts ... aimed at ... a Florida insurance company.” Allerton, 635 So.2d at 39 .

2025“Under the corporate shield doctrine, any activity in one’s capacity as a corporate officer or director is exempted from consideration in support of the exercise of long-arm jurisdiction over said officer or director.” Carter v. Est. of Rambo, 925 So. 2d 353, 356 (Fla. 5th DCA 2006); see also Stomar, Inc. v. Lucky Seven Riverboat Co., 821 So. 2d 1183, 1187 (Fla. 4th DCA 2002) (“Because the individual defendants were acting in their representative capacity on behalf of the limited liability company in executing the brokerage agreement, the circuit court correctly determined that it could not ha

2024Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993); see also Carter v. Est. of Rambo, 925 So. 2d 353, 356 (Fla. 5th DCA 2006) (“The corporate shield doctrine draws a distinction between a corporate officer acting on his own and a corporate officer acting on behalf of his corporation. . . . [A]ny activity in one’s capacity as a corporate officer or director is exempted from consideration in support of the exercise of long-arm jurisdiction over said officer or director.”).

2026LaFreniere, 264 So. 3d at 239 (citing Wendt v. Horowitz, 822 So. 2d 1252, 1260 (Fla. 2002)); see Oesterle, 887 So. 2d at 415 .

2026Harrison, 395 So. 3d at 663-64 (citations omitted); see LaFreniere v. Craig- Myers, 264 So. 3d 232 , 238-39 (Fla. 1st DCA 2018); Edelstein v. Marlene D’Arcy, Inc., 961 So. 2d 368, 372 (Fla. 4th DCA 2007); Oesterle v. Farish, 887 So. 2d 412, 415 (Fla. 4th DCA 2004).

2010In Doe , it appears that the Supreme Court adopted a version of the corporate shield doctrine described in Estabrook v. Wetmore, 129 N.H. 520 , 529 A.2d 956 (1987) and Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 902 (2d Cir.1981).

2010As recognized in Marine Midland Bank, N.A. v. Miller, 664 F.2d 899 (2d Cir.1981), which was quoted in Doe, the corporate shield doctrine does not imply that an individual who commits a tort while acting on behalf of his employer should be immune from personal liability; rather, it addresses whether such individual may be sued in a particular forum.

2026See Harrison v. NC3 Sys, Inc., 395 So. 3d 657 , 663 (Fla. 6th DCA 2024) (“Under the corporate shield doctrine, the actions of a corporate employee in a representative capacity do not form the basis for jurisdiction over the corporate employee in their individual capacity.” (citing Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993))); see also Radcliffe v. Gyves, 902 So. 2d 968 , 972-73 (Fla. 4th DCA 2005) (holding that the corporate shield doctrine precluded the trial court from 7 considering the nonresident defendants’ actions in Florida and connections with Florida in their capacities as mem

2026See Harrison v. NC3 Sys, Inc., 395 So. 3d 657 , 663 (Fla. 6th DCA 2024) (“Under the corporate shield doctrine, the actions of a corporate employee in a representative capacity do not form the basis for jurisdiction over the corporate employee in their individual capacity.” (citing Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993))); see also Radcliffe v. Gyves, 902 So. 2d 968 , 972-73 (Fla. 4th DCA 2005) (holding that the corporate shield doctrine precluded the trial court from 7 considering the nonresident defendants’ actions in Florida and connections with Florida in their capacities as mem

2010In Doe , it appears that the Supreme Court adopted a version of the corporate shield doctrine described in Estabrook v. Wetmore, 129 N.H. 520 , 529 A.2d 956 (1987) and Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 902 (2d Cir.1981).

2010In Doe , it appears that the Supreme Court adopted a version of the corporate shield doctrine described in Estabrook v. Wetmore, 129 N.H. 520 , 529 A.2d 956 (1987) and Marine Midland Bank, N.A. v. Miller, 664 F.2d 899, 902 (2d Cir.1981).

2009Id. at 274 .

2009Similarly, in Byron v. Marine Carriers (USA), Inc., 668 So.2d 273 (Fla. 1st DCA 1996), we held that the out-of-state president of an out-of-state corporation was subject to personal jurisdiction for defamatory statements made by telephone about the plaintiff to a Florida resident.

2026Harrison, 395 So. 3d at 663-64 (citations omitted); see LaFreniere v. Craig- Myers, 264 So. 3d 232 , 238-39 (Fla. 1st DCA 2018); Edelstein v. Marlene D’Arcy, Inc., 961 So. 2d 368, 372 (Fla. 4th DCA 2007); Oesterle v. Farish, 887 So. 2d 412, 415 (Fla. 4th DCA 2004).

2009See Doe v. Thompson, 620 So.2d 1004 , 1006 n. 1 (Fla.1993); Edelstein v. Marlene D’Arcy, Inc., 961 So.2d 368 (Fla. 4th DCA 2007).

2026LaFreniere, 264 So. 3d at 239 (citing Wendt v. Horowitz, 822 So. 2d 1252, 1260 (Fla. 2002)); see Oesterle, 887 So. 2d at 415 .

2026See Harrison v. NC3 Sys, Inc., 395 So. 3d 657 , 663 (Fla. 6th DCA 2024) (“Under the corporate shield doctrine, the actions of a corporate employee in a representative capacity do not form the basis for jurisdiction over the corporate employee in their individual capacity.” (citing Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993))); see also Radcliffe v. Gyves, 902 So. 2d 968 , 972-73 (Fla. 4th DCA 2005) (holding that the corporate shield doctrine precluded the trial court from 7 considering the nonresident defendants’ actions in Florida and connections with Florida in their capacities as mem

2026See Harrison v. NC3 Sys, Inc., 395 So. 3d 657 , 663 (Fla. 6th DCA 2024) (“Under the corporate shield doctrine, the actions of a corporate employee in a representative capacity do not form the basis for jurisdiction over the corporate employee in their individual capacity.” (citing Doe v. Thompson, 620 So. 2d 1004, 1006 (Fla. 1993))); see also Radcliffe v. Gyves, 902 So. 2d 968 , 972-73 (Fla. 4th DCA 2005) (holding that the corporate shield doctrine precluded the trial court from 7 considering the nonresident defendants’ actions in Florida and connections with Florida in their capacities as mem

2012See Marine Midland, 664 F.2d at 902 ; see also Doe, 620 So.2d at 1006 ; Rensin v. State, 18 So.3d 572, 574 (Fla. 1st DCA 2009); Frohnhoefer v. Pon-tin, 958 So.2d 420, 422 (Fla. 3d DCA 2007). 3 Here, the parties dispute when the doctrine applies to shield nonresident corporate defendants from operation of Florida’s long-arm statute.

2012Corp., 700 So.2d 139, 141-42 (Fla. 5th DCA 1997); cf. Kitroser v. Hurt, 85 So.3d 1084, 1090 (Fla.2012) (“Where an individual, nonresident defendant commits negligent acts in Florida, whether on behalf of a corporate employer or not, the corporate shield doctrine does not operate as a bar to personal jurisdiction in Florida over the individual defendant”).

2010See § 48.193(1)(b), Fla. Stat.; see also Krilich v. Wolcott, 717 So.2d 582, 583 (Fla. 4th DCA 1998) (recognizing that "[t]he commission of a tort in Florida is sufficient to establish minimum contacts and satisfy federal due process concerns").

2010See § 48.193(l)(b), Fla. Stat.; see also Krilich v. Wolcott, 717 So.2d 582, 583 (Fla. 4th DCA 1998) (recognizing that “[t]he commission of a tort in Florida is sufficient to establish minimum contacts and satisfy federal due process concerns”).

2010NOTES [1] The court in Doe recognized that there is a fraud or intentional misconduct exception to the corporate shield doctrine. 620 So.2d at 1006 n. 1. [1] Judge Posner has characterized Marine Midland as "an impaired precedent because it was an interpretation of New York law and New York's highest court later repudiated the entire doctrine" in Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460 , 527 N.Y.S.2d 195 , 522 N.E.2d 40, 44-47 (1988).

2010NOTES [1] The court in Doe recognized that there is a fraud or intentional misconduct exception to the corporate shield doctrine. 620 So.2d at 1006 n. 1. [1] Judge Posner has characterized Marine Midland as "an impaired precedent because it was an interpretation of New York law and New York's highest court later repudiated the entire doctrine" in Kreutter v. McFadden Oil Corp., 71 N.Y.2d 460 , 527 N.Y.S.2d 195 , 522 N.E.2d 40, 44-47 (1988).