Master Supreme Court case establishing that a long-term franchise contract and related dealings can create specific personal jurisdiction over an out-of-state defendant consistent with due process. with this comprehensive case brief.
Burger King Corp. v. Rudzewicz is a cornerstone of modern personal jurisdiction doctrine in the contract setting. It clarifies how a defendant's purposeful availment of forum benefits, assessed through the lens of a deliberate, long-term business relationship, can justify the exercise of specific jurisdiction even when the defendant never physically enters the forum state. The Court synthesized the minimum contacts framework from International Shoe and its progeny, explaining how contracts, standing alone, do not automatically establish jurisdiction, but the surrounding facts—prior negotiations, contemplated future consequences, the contract's terms, and the parties' course of dealing—can supply the requisite contacts.
For law students and practitioners, the case is especially significant in national commerce and franchising. It demonstrates that when a nonresident defendant engages in an ongoing, interdependent relationship with a forum-based company, directs payments and communications there, and accepts governance by the forum's law, the defendant obtains fair warning of potential litigation in that forum. Burger King also refines the fairness inquiry by emphasizing the defendant's burden to show that jurisdiction would be so gravely inconvenient as to be unconstitutional once purposeful availment is shown.
Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985)
Burger King Corporation, headquartered in Miami, Florida, operates a nationwide franchise system. Two Michigan residents, John Rudzewicz and a partner, sought to open a Burger King franchise in Michigan. After substantial negotiations with Burger King's regional office and Miami headquarters, they entered into a 20-year franchise relationship that included a franchise agreement and a lease for restaurant equipment. The agreements required monthly payments of fees and rent to Burger King's Miami office, subjected the franchise to supervision emanating from Florida, and contained a Florida choice-of-law clause. Over the life of the relationship, the franchisees communicated extensively with Burger King's Miami headquarters and received guidance and oversight as part of the franchise system. Economic difficulties led to payment defaults. Burger King terminated the franchise, but the franchisees continued to use Burger King's trademarks and system. Burger King sued in the Southern District of Florida for breach of contract and related claims. The district court exercised personal jurisdiction under Florida's long-arm statute and found that the defendants had established purposeful contacts with Florida. The Eleventh Circuit reversed, concluding that exercising jurisdiction in Florida would be fundamentally unfair. The Supreme Court granted certiorari.
Whether Florida courts may exercise specific personal jurisdiction over a nonresident franchisee based on a long-term franchise relationship, where the defendant purposefully engaged in substantial and continuing obligations with a Florida-based franchisor, consistent with due process under the Fourteenth Amendment.
To exercise specific personal jurisdiction consistent with due process, a defendant must have minimum contacts with the forum state such that the defendant has purposefully availed itself of the privilege of conducting activities there, giving it fair warning that it may be haled into court in that forum. A contract with a forum resident, standing alone, does not automatically establish jurisdiction; courts consider the parties' prior negotiations, contemplated future consequences, the terms of the contract, and the parties' actual course of dealing. Physical presence in the forum is not required; it is sufficient that the defendant purposefully directed activities toward the forum. Once purposeful availment and relatedness are established, the defendant must make a compelling showing that exercising jurisdiction would be unreasonable in light of factors such as the burden on the defendant, the forum state's interest, the plaintiff's interest in obtaining convenient and effective relief, the interstate judicial system's interest in efficient resolution, and the shared interests of the states in substantive social policies.
Yes. Florida's exercise of specific personal jurisdiction over the out-of-state franchisee was consistent with due process. The defendant purposefully established minimum contacts with Florida through a deliberate, long-term franchise relationship centered on Burger King's Miami headquarters, and the defendant did not show that jurisdiction in Florida would be so unreasonable as to violate fair play and substantial justice. The Supreme Court reversed the Eleventh Circuit and remanded for further proceedings consistent with its opinion.
The Court held that the franchisee purposefully availed himself of the forum by entering a 20-year, interdependent relationship with a Florida corporation under agreements that created ongoing obligations directed to Florida. The parties engaged in substantial negotiations that involved Miami headquarters, the agreements required continuous performance (payments and communications) to Florida, Burger King's Miami office exercised oversight, and the contracts contained a Florida choice-of-law clause. Although a choice-of-law clause is not dispositive for jurisdiction, it is a significant factor signaling foreseeability that disputes may be resolved in the forum. The Court emphasized that the mere existence of a contract with a forum resident is not enough, but here the contemplated future consequences and course of dealing showed deliberate affiliation with Florida. The absence of the defendant's physical presence in Florida did not defeat jurisdiction, because the defendant purposefully directed activities at the forum and created continuing obligations with a forum-based entity. Having found purposeful availment and that the claims arose out of or related to those contacts, the Court assessed whether jurisdiction would be unreasonable. The defendant did not carry the burden to present a compelling case that litigating in Florida would be constitutionally unfair. Florida had a strong interest in adjudicating disputes involving a corporation headquartered there and ensuring uniform standards for its franchise system. Burger King had a legitimate interest in obtaining effective relief at its home base, and litigating in Florida promoted efficient resolution given the centrality of Miami headquarters to the relationship. The Court concluded that the balance of factors did not render jurisdiction in Florida fundamentally unfair. Accordingly, the exercise of specific jurisdiction comported with traditional notions of fair play and substantial justice.
Burger King operationalizes purposeful availment in the contract context and provides a framework for evaluating jurisdiction based on ongoing business relationships. It teaches that physical presence is not necessary for specific jurisdiction and that courts should holistically assess prior negotiations, contemplated consequences, contract terms, and course of dealing, with a choice-of-law clause as a meaningful, though not dispositive, signal. The case also clarifies that after minimum contacts are shown, the defendant bears the burden to make a compelling case that jurisdiction is unreasonable. For law students, the case is a staple for exam analysis on personal jurisdiction in contract and franchising scenarios and a guide for structuring interstate business relationships with jurisdictional consequences in mind.
No. A contract alone is not dispositive. Courts look to the totality of the circumstances: prior negotiations, contemplated future consequences, the contract's terms, and the parties' actual course of dealing. In Burger King, jurisdiction was proper because the franchisee intentionally created a long-term, ongoing relationship centered on Florida, with continuous obligations directed there.
It was an important but non-dispositive factor. The clause signaled the parties' deliberate affiliation with Florida and made it foreseeable that disputes would be governed by Florida law. Combined with the long-term obligations and supervision from Miami, it supported purposeful availment. Standing alone, however, a choice-of-law clause does not establish jurisdiction.
No. The Court reaffirmed that physical presence is not required. What matters is whether the defendant purposefully directed activities toward the forum and created continuing obligations with a forum resident. In Burger King, ongoing communications, payments, contractual obligations, and supervision tied to Florida satisfied this standard.
Once purposeful availment and relatedness are shown, the burden shifts to the defendant to make a compelling case that exercising jurisdiction would be unreasonable in light of the fairness factors, including the burden on the defendant, the forum state's interest, the plaintiff's interest in convenient and effective relief, systemic efficiency, and shared state policy interests.
Burger King directs courts to focus on the intentional creation of ongoing relationships and targeted activities into the forum. In e-commerce and franchising, repeated transactions, tailored communications, contractual commitments, and governance choices tied to the forum can amount to purposeful availment, even without physical entry. The case cautions, however, that a single, isolated online sale or a bare choice-of-law clause, without more, typically will not suffice.
The Court's opinion focused on the sufficiency of contacts for at least one defendant and reversed the Eleventh Circuit, holding that Florida could exercise jurisdiction consistent with due process. The case was remanded for further proceedings consistent with that analysis. The key takeaway is the framework: each defendant's contacts must be assessed individually under the purposeful availment and fairness inquiries.
Burger King Corp. v. Rudzewicz anchors the doctrine of specific personal jurisdiction in the realities of modern interstate contracting. It rejects both extremes: that a contract alone always suffices and that physical presence is necessary. Instead, it instructs courts to evaluate purposeful availment through a holistic assessment of the relationship—negotiations, contemplated long-term obligations, governance choices, and the parties' course of dealing. Where those factors show a deliberate, substantial connection to the forum, jurisdiction will ordinarily be proper.
For students and practitioners, Burger King is both a caution and a playbook. Businesses that forge long-term, forum-centered relationships should expect to litigate there. Conversely, when advising clients, attention to structuring contacts, supervision, payment flows, and governing law can meaningfully shape jurisdictional exposure. The case remains a foundational authority for contract-related jurisdiction in an increasingly national and digital marketplace.