In 1978 John Rudzewicz, a Michigan resident and senior partner in a Detroit accounting firm, was approached by Brian MacShara about jointly applying for a Burger King franchise in the Detroit area. They submitted their application to Burger King’s Birmingham, Michigan district office, which forwarded it to the company’s Miami headquarters.
During the ensuing four months Rudzewicz and MacShara negotiated with both the Birmingham district office and Miami headquarters over site-development fees, building design, computation of monthly rent, and assignment of liabilities. With some misgivings they obtained limited concessions from the Miami headquarters, signed the final agreements, and commenced operations in June 1979 for the Drayton Plains facility. The agreements stated that the franchise relationship was established in Miami and governed by Florida law, required all royalty, advertising, and rent payments to be sent to Miami, and obligated Rudzewicz to attend training in Miami. MacShara completed the training course there and the franchisees purchased $165,000 in equipment from Burger King’s Miami division.
The Drayton Plains restaurant enjoyed steady business during the summer of 1979 but patronage declined after a recession began later that year. Rudzewicz and MacShara fell far behind on their monthly payments to Miami. Burger King headquarters sent notices of default and conducted prolonged negotiations by mail and telephone with the franchisees, but the negotiations failed and headquarters terminated the franchise. Rudzewicz and MacShara refused to vacate and continued to operate the facility as a Burger King restaurant.
Burger King commenced suit in the United States District Court for the Southern District of Florida in May 1981. It invoked diversity and federal trademark jurisdiction. Burger King alleged breach of the franchise agreements by failure to make required payments in Miami together with trademark infringement. The district court denied Rudzewicz’s motion to dismiss for lack of personal jurisdiction, conducted a three-day bench trial, entered judgment against Rudzewicz and MacShara jointly and severally for $228,875 in contract damages, ordered them to close the restaurant or surrender possession, and awarded costs and attorney’s fees. Rudzewicz appealed to the Court of Appeals for the Eleventh Circuit, which reversed on the ground that the circumstances left Rudzewicz without reasonable notice of suit in Florida. The Supreme Court granted certiorari to review the jurisdictional ruling.
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