Cedrus Enterprises Holding SAL v. Jabil, Inc.

DISTRICT COURT OF APPEAL OF FLORIDA
SECOND DISTRICT
CEDRUS ENTERPRISES HOLDING SAL,
Appellant,
v.
JABIL, INC.,
Appellee.
No. 2D2025-1068
February 4, 2026
Appeal pursuant to Fla. R. App. P. 9.130 from the Circuit Court for
Pinellas County; Thomas M. Ramsberger, Judge.
Ethan A. Arthur and Alyssa M. Reiter of Wicker Smith O'Hara McCoy &
Ford, P.A., Tampa, for Appellant.
Gabriela N. Timis of Dentons Cohen & Grigsby P.C., Naples, for Appellee.
LaROSE, Judge.
Cedrus Enterprises Holding SAL appeals the trial court's order
denying its motion to dismiss Jabil, Inc.'s complaint for lack of personal
jurisdiction. We have jurisdiction. See Fla. R. App. P. 9.130(a)(3)(C)(i).

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Because Cedrus consented to jurisdiction in Pinellas County circuit
court, we affirm.1
Background
Jabil is a St. Petersburg-based manufacturing-solutions provider and
distributor of end-market electronic assemblies and systems. Cedrus, a
Lebanese holding company, owns business investments worldwide.
Networked Energy Services (NES), a global energy corporation, is
among Cedrus's holdings. NES was formed as a spinoff from its parent
company, Echelon Corporation.
Prior to NES's creation, Echelon and Jabil were parties to a
Manufacturing Services Agreement. After the spinoff, Echelon, Jabil,
and NES agreed to assign to NES Echelon's rights and obligations under
the Manufacturing Services Agreement. Later, Cedrus agreed to
guaranty NES's obligations under the Manufacturing Services
Agreement.
Unfortunately, NES lagged in paying Jabil. Consequently, NES and
Jabil entered a Payment Agreement. That agreement acknowledged the
continued enforceability of Cedrus's guaranty: "[NES], Cedrus[,] and Jabil
hereby acknowledge and agree that the [guaranty] applies to this
[Payment] Agreement and remains enforceable as this [Payment]
Agreement memorializes an agreed payment plan based on extended
payment conditions for the Undisputed Amount owed under the
[Manufacturing Services Agreement]."
Critical to this appeal, the Payment Agreement included a choice
of law provision identifying Florida law as controlling and a venue
provision providing for personal jurisdiction over any dispute in "the
1 Cedrus's alternative procedural argument lacks merit. We pay it
no further heed.

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Circuit Court for the Sixth Judicial Circuit in and for Pinellas County,
Florida":
In any litigation arising out of or related to the
[Manufacturing Services Agreement], this [Payment]
Agreement, or any other Transaction Document . . . [NES]
irrevocably consents to and confers personal jurisdiction on
the Circuit Court for the Sixth Judicial Circuit in and for
Pinellas County, Florida . . . . [NES] knowingly, willingly, and
expressly waives any objections as to personal jurisdiction
and venue as to th[at] court[].
Cedrus did not sign the Payment Agreement. Instead, it signed a
one-page "Joinder and Consent," simply stating that Cedrus "joins in and
consents to the foregoing [Payment Agreement], and hereby ratifies and
confirms the [guaranty] and certifies that the same is [in] full force and
effect."
Alas, NES continued to miss payments to Jabil. NES racked up an
arrearage of over $13,000,000. Cedrus, as guarantor, failed to step up in
NES's stead. As a result, Jabil sued Cedrus in Pinellas County circuit
court for breach of the Guaranty Agreement. The complaint alleged that
Cedrus " 'irrevocably' consented to and conferred personal jurisdiction on
this Court and expressly waived any objections as to personal
jurisdiction and venue in this Court relating to the enforcement of their
obligations to Jabil."
Cedrus moved to dismiss the complaint. It contended that Jabil
failed to sufficiently allege that Cedrus was subject to personal
jurisdiction under Florida's long-arm statute. Cedrus also claimed that
its guaranty provided for venue in Delaware. The trial court rejected
Cedrus's argument:
[B]y virtue of Cedrus entering into a guarantee agreement for
the underlying transaction between Jabil and [NES] and also
entering specifically a joinder in consent . . . that creates a
sufficient contact and/or nexus, if you will, between the

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business of Jabil with [NES] to allow Cedrus -- the Court to
have personal jurisdiction over Cedrus.
Discussion
We review the trial court's order de novo. Kountze v. Kountze, 996
So. 2d 246, 251 (Fla. 2d DCA 2008) (en banc).
As this court explained in Kountze, a Florida court must first
determine whether the complaint sufficiently alleges a factual
basis under Florida's long-arm statute before it can exercise
jurisdiction over a nonresident defendant. Second, the court
must determine whether sufficient minimum contacts exist
between the forum state and the nonresident defendant to
satisfy constitutional due process requirements. "Failure to
satisfy either inquiry means the forum state's court does not
have the authority to exercise jurisdiction over the
defendant."
Quality Auto., LLC v. Ellis, 401 So. 3d 578, 580 (Fla. 2d DCA 2025)
(citations omitted) (quoting Kountze, 996 So. 2d at 251). In assessing
minimum contacts, we ask whether "the defendant's conduct and
connection with the forum State are such that he should reasonably
anticipate being haled into court there." Burger King Corp. v. Rudzewicz,
471 U.S. 462, 474 (1985) (quoting WorldWide Volkswagen Corp. v.
Woodson, 444 U.S. 286, 297 (1980)).
The Joinder and Consent is brief yet sweeps broadly. First, it
confirmed the continuing validity of Cedrus's guaranty. Second, it
recited that Cedrus joined in the Payment Agreement. Being thus
bound, Cedrus consented to venue in Pinellas County circuit court.
But that does not end our story. Claiming to lack minimum
contacts with Florida, Cedrus seemingly downplays a provision of
Florida's long-arm statute:
(1)(a) A person, whether or not a citizen or resident of this
state, who personally or through an agent does any of the
acts enumerated in this subsection thereby submits himself
or herself and, if he or she is a natural person, his or her

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personal representative to the jurisdiction of the courts of this
state for any cause of action arising from any of the following
acts:
. . . .
9. Entering into a contract that complies with s. 685.102.
§ 48.193(1)(a)9, Fla. Stat. (2025); see also Corp. Creations Enters. LLC v.
Brian R. Fons Att'y at L. P.C., 225 So. 3d 296, 301 (Fla. 4th DCA 2017)
("[T]he legislature enacted sections 685.101 and 685.102, Florida
Statutes, which allow Florida courts to exercise personal jurisdiction in
certain circumstances not otherwise provided for under Florida's long-
arm statute.").
Section 685.102(1), Florida Statutes (2025), provides that
[n]otwithstanding any law that limits the right of a person to
maintain an action or proceeding, any person may, to the
extent permitted under the United States Constitution,
maintain in this state an action or proceeding against any
person or other entity residing or located outside this state, if
the action or proceeding arises out of or relates to any
contract, agreement, or undertaking for which a choice of the
law of this state, in whole or in part, has been made pursuant
to s. 685.101 and which contains a provision by which such
person or other entity residing or located outside this state
agrees to submit to the jurisdiction of the courts of this state.
A contract satisfies section 685.102 if it meets the following
requirements:
(1) Include a choice of law provision designating Florida law
as the governing law, in whole or in part;
(2) Include a provision whereby the non-resident [sic] agrees
to submit to the jurisdiction of the courts of Florida;
(3) Involve consideration of not less than $250,000 or relate to
an obligation arising out of a transaction involving in the
aggregate not less than $250,000;
(4) Not violate the United States Constitution; and

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(5) Either bear a substantial or reasonable relation to Florida
or have at least one of the parties be a resident of Florida or
incorporated under the laws of Florida.
Corp. Creations Enters. LLC, 225 So. 3d at 301. Cedrus challenges only
requirement (4), based on its purported lack of minimum contacts.
However, Cedrus ignores that "in the commercial context, 'the
Supreme Court has held that the minimum contacts standard is met if a
forum-selection clause exists that is "freely negotiated" and is not
"unreasonable and unjust." ' " Jetbroadband WV, LLC v. MasTec N. Am.,
Inc., 13 So. 3d 159, 163 (Fla. 3d DCA 2009) (quoting Steller Grp., Inc. v.
Mid-Ohio Mech., Inc., 2004 WL 5685570, at *3 (M.D. Fla. Jan. 28, 2004)).
We will not deem the venue provision here to be unreasonable or unjust,
unless Cedrus shows that the chosen forum is "so gravely difficult and
inconvenient that [it] will for all practical purposes be deprived of [its] day
in court." See M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 18
(1972).
Cedrus fails this daunting task. By virtue of the Joinder and
Consent, Cedrus voluntarily and intentionally made itself a party to the
Payment Agreement, including its venue provision. See Corp. Creations
Enters. LLC, 225 So. 3d at 301 ("When sections 685.101 and 685.102 are
satisfied, personal jurisdiction may be exercised and the courts may
dispense with the more traditional minimum contacts analysis."); see
also Gibney v. Pillifant, 32 So. 3d 784, 785 (Fla. 2d DCA 2010) ("[T]he
actual language used in the contract is the best evidence of the intent of
the parties, and the plain meaning of that language controls." (quoting
Emergency Assocs. of Tampa, P.A. v. Sassano, 664 So. 2d 1000, 1003
(Fla. 2d DCA 1995))).
Lastly, Cedrus tells us that its guaranty's nonexclusive Delaware
forum selection clause applies. But we must read interrelated writings

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together and give effect to the later forum clause. See, e.g., Bach v.
Vladigor Invs., Inc., 325 So. 3d 41, 44-45 (Fla. 4th DCA 2021) (enforcing
Florida forum clause in agreement notwithstanding contrary provisions
elsewhere).
Conclusion
We affirm the trial court's order denying Cedrus's motion to dismiss
the complaint for lack of personal jurisdiction.
Affirmed.
KELLY and MORRIS, JJ., Concur.
Opinion subject to revision prior to official publication.