Burger King Corp. v. Rudzewicz
The Supreme Court ruled that a Michigan franchisee could be sued in Florida over a failed Burger King franchise, even though he had never visited the state, because his long-term contract deliberately tied him to the company's Miami headquarters.
The decision clarifies that businesspeople who enter into ongoing, long-distance contractual relationships can be held to answer for disputes in the other party's home state, so long as the relationship was substantial and the terms gave fair warning of that possibility.
“the foreseeability that is critical to due process analysis . . . is that the defendant's conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there.”
The Court's core test for when a distant defendant can fairly be sued in another state.
How it got here: A Florida federal district court found jurisdiction proper and ruled for Burger King; the Eleventh Circuit reversed on jurisdictional grounds; Burger King brought the case to the Supreme Court.
The Case in Depth
What happened
Burger King, a Florida corporation, franchised a restaurant to John Rudzewicz, a Michigan accountant, and his partner. The relationship soured when a recession hit and the franchisees fell behind on payments to Miami headquarters. Burger King terminated the franchise agreement, but the franchisees kept operating the restaurant, prompting Burger King to sue them for breach of contract and trademark infringement.
The question before the Court
Could a Michigan man who signed a 20-year Burger King franchise deal be sued in Florida, where the company was based, even though he never set foot there?
The Court's answer
Yes — the Court ruled that Florida courts could exercise personal jurisdiction over Rudzewicz even though he never physically entered the state. He had voluntarily entered a 20-year franchise relationship with a Florida corporation, accepted long-term supervision from its Miami headquarters, and signed a contract specifying Florida law would govern disputes. Those facts showed he purposefully created a substantial connection with Florida, not just a random or one-sided contact.
Having found that connection, the Court also concluded that requiring him to litigate in Florida did not otherwise violate fair play and substantial justice: any inconvenience could be managed through ordinary tools like venue transfer, and Florida had a legitimate interest in letting its resident company sue there. The Court stressed this was not a blanket rule for all franchise relationships, but depended on Rudzewicz's substantial, ongoing ties to Florida.
Curious how the Court got there? See the step-by-step legal reasoning →
Why it matters
The ruling makes it easier for large franchisors and other companies with standardized long-term contracts to sue distant franchisees or business partners in their own home courts, rather than having to travel to wherever the other party lives or operates. Individuals and small businesses signing such contracts should expect that choice-of-law clauses and ongoing dealings with a headquarters can expose them to suit far from home.
What changes now
The Eleventh Circuit's judgment is reversed, and the case is sent back to that court for further proceedings consistent with the Supreme Court's ruling that Florida properly had jurisdiction. This is a final merits decision on the jurisdictional question; the underlying contract and trademark dispute, including damages already awarded by the district court, can now proceed on that basis.
What this does not decide
The Court did not adopt a blanket rule that anyone who joins an interstate franchise automatically consents to being sued at the franchisor's headquarters. It stressed that some franchises are more local in nature and that the outcome depends on the specific facts of each relationship, not a fixed formula.
Concurrences and dissents
Dissent — Justice Stevens
“Rudzewicz lacked fair notice that the distant corporate headquarters which insulated itself from direct dealings with him would later seek to assert jurisdiction over him in the courts of its own home state.”The dissent's central objection that the franchisee had no reason to expect a Florida lawsuit.
Justice Stevens argued it was unfair to make a franchisee defend a suit in the franchisor's chosen forum when he had no place of business, employees, or license in Florida and dealt only with the Michigan office throughout the relationship. He found the majority's reliance on standard boilerplate contract language too thin to show purposeful availment of Florida's laws. He would have affirmed the Eleventh Circuit's ruling that Rudzewicz lacked fair notice and was financially unprepared to litigate far from home.
How the Court got there
The legal reasoning, step by step
- The Court applied the 'minimum contacts' test from International Shoe, which asks whether a defendant has enough purposeful connection to a state that being sued there would not offend fair play and substantial justice.
- Under this test, a defendant must have 'purposefully availed' himself of the privilege of doing business in the forum state, so that he could reasonably anticipate being brought into court there, rather than being haled in based on random or one-sided contacts.
- The Court found that Rudzewicz had deliberately reached beyond Michigan to negotiate a 20-year franchise with a Florida company, accepted ongoing supervision from its Miami headquarters, and agreed to a contract stating Florida law would govern any disputes.
- The Court treated the Florida choice-of-law clause, combined with the sustained, direct dealings with Miami headquarters over rent, defaults, and other disputes, as reinforcing that Rudzewicz should have expected to be sued there, even though the local district office handled day-to-day matters.
- Having found sufficient minimum contacts, the Court weighed additional fairness factors — the burden on the defendant, Florida's interest in the dispute, and the ability to accommodate any real inconvenience through venue transfer or choice-of-law rules — and concluded none of these factors made Florida jurisdiction unreasonable.
- The Court rejected the lower court's reliance on the local district office's day-to-day supervision as creating a reasonable belief that only Michigan could be sued, because the contract documents made clear that ultimate authority rested with Miami.
Doctrinal impact
Cases affected by this decision
Reaffirms Hanson v. Denckla (357 U.S. 235)
The Court relied on this case's rule that a defendant must purposefully avail himself of a state's laws to be sued there.
Reaffirms World-Wide Volkswagen Corp. v. Woodson (444 U.S. 286)
The Court reused this case's fairness factors and its rejection of mere foreseeability as enough for jurisdiction.