Burger King Corp. v. Rudzewicz, 471 U.S.

462 (1985) Held: The District Court's exercise of jurisdiction pursuant to Florida's long-arm statute
did not violate the Due Process Clause of the Fourteenth Amendment. Pp. 471 U. S.
Burger King Corp. v. Rudzewicz 471-487.

No. 83-2097 Page 471 U. S. 463

Argued January 8, 1985 (a) A forum may assert specific jurisdiction over a nonresident defendant where an
alleged injury arises out of or relates to actions by the defendant himself that are
purposeful directed toward forum residents, and where jurisdiction would not
Decided May 20, 1985 otherwise offend "fair play and substantial justice." Jurisdiction in these circumstances
may not be avoided merely because the defendant did not physically enter the forum.
471 U.S. 462 Pp. 471 U. S. 471-478.

APPEAL FROM THE UNITED STATES COURT OF APPEALS FOR THE (b) An individual's contract with an out-of-state party cannot alone automatically
establish sufficient minimum contacts in the other party's home forum. Instead, the
ELEVENTH CIRCUIT prior negotiations and contemplated future consequences, along with the terms of the
contract and the parties' actual course of dealing, must be evaluated to determine
whether a defendant purposefully established minimum contacts within the forum.
Syllabus Pp. 471 U. S. 478-479.

Appellant is a Florida corporation whose principal offices are in Miami. It conducts (c) Here, appellee established a substantial and continuing relationship with
most of its restaurant business through a franchise operation, under which franchisees appellant's Miami headquarters, and received fair notice from the contract documents
are licensed to use appellant's trademarks and service marks in leased standardized and the course of dealings that he might be subject to suit in Florida. The District Court
restaurant facilities for a period of 20 years. The governing contracts provide that the found that appellee is an "experienced and sophisticated" businessman who did not act
franchise relationship is established in Miami and governed by Florida law, and call for under economic duress or disadvantage imposed by appellant, and appellee has
payment of all required monthly fees and forwarding of all relevant notices to the pointed to no other factors that would establish the unconstitutionality of Florida's
Miami headquarters. The Miami headquarters sets policy and works directly with the assertion of jurisdiction. Pp. 471 U. S. 479-487.
franchisees in attempting to resolve major problems. Day-to-day monitoring of
franchisees, however, is conducted through district offices that, in turn, report to the
Miami headquarters. Appellee is a Michigan resident who, along with another Michigan 724 F.2d 1505, reversed and remanded.
resident, entered into a 20-year franchise contract with appellant to operate a
restaurant in Michigan. Subsequently, when the restaurant's patronage declined, the BRENNAN, J., delivered the opinion of the Court, in which BURGER, C.J., and
franchisees fell behind in their monthly payments. After extended negotiations among MARSHALL, BLACKMUN, REHNQUIST, and O'CONNOR, JJ., joined. STEVENS, J., filed a
the franchisees, the Michigan district office, and the Miami headquarters proved dissenting opinion, in which WHITE, J., joined, post, p. 471 U. S. 487. POWELL, J., took
unsuccessful in solving the problem, headquarters terminated the franchise and no part in the consideration or decision of the case.
ordered the franchisees to vacate the premises. They refused, and continued to operate
the restaurant. Appellant then brought a diversity action in Federal District Court in JUSTICE BRENNAN delivered the opinion of the Court.
Florida, alleging that the franchisees had breached their franchise obligations and
requesting damages and injunctive relief. The franchisees claimed that, because they
were Michigan residents and because appellant's claim did not "arise" within Florida, The State of Florida's long-arm statute extends jurisdiction to "[a]ny person, whether
the District Court lacked personal jurisdiction over them. But the court held that the or not a citizen or resident of this state," who, inter alia, "[b]reach[es] a contract in this
franchisees were subject to personal jurisdiction pursuant to Florida's long-arm state by failing to perform acts required by the contract to be performed in this state,"
statute, which extends jurisdiction to any person, whether or not a citizen or resident so long as the cause of action
of the State, who breaches a contract in the State by failing to perform acts that the
contract requires to be performed there. Thereafter, the court entered judgment Page 471 U. S. 464
against the franchisees on the merits. The Court of Appeals reversed, holding that
"[j]urisdiction under these circumstances would offend the fundamental fairness arises from the alleged contractual breach. Fla.Stat. § 48.193 (1)(g) (Supp.1984). The
which is the touchstone of due process." United States District Court for the Southern District of Florida, sitting in diversity,
relied on this provision in exercising personal jurisdiction over a Michigan resident
who allegedly had breached a franchise agreement with a Florida corporation by provide that the franchise relationship is established in Miami and governed by Florida
failing to make required payments in Florida. The question presented is whether this law, and call for payment of all required fees and forwarding of all relevant notices to
exercise of long-arm jurisdiction offended "traditional conception[s] of fair play and the Miami headquarters. [Footnote 5] The Miami headquarters sets policy and works
substantial justice" embodied in the Due Process Clause of the Fourteenth directly with its franchisees in attempting to resolve major
Amendment.International Shoe Co. v. Washington, 326 U. S. 310, 320 (1945). problems. See nn. 7 9 infra. Day-to-day monitoring of franchisees, however, is
conducted through a network of 10 district offices which, in turn, report to the Miami
I headquarters.

A The instant litigation grows out of Burger King's termination of one of its franchisees,
and is aptly described by the franchisee as "a divorce proceeding among commercial
partners." 5 Record 4. The appellee John Rudzewicz, a Michigan citizen and resident, is
Burger King Corporation is a Florida corporation whose principal offices are in Miami. the senior partner in a Detroit accounting firm. In 1978, he was approached by Brian
It is one of the world's largest restaurant organizations, with over 3,000 outlets in the MacShara, the son of a business acquaintance, who suggested that they jointly apply to
50 States, the Commonwealth of Puerto Rico, and 8 foreign nations. Burger King Burger King for a franchise in the Detroit area. MacShara proposed to serve as the
conducts approximately 80% of its business through a franchise operation that the manager of the restaurant if Rudzewicz would put up the investment capital; in
company styles the "Burger King System" -- "a comprehensive restaurant format and exchange, the two would evenly share the profits. Believing that MacShara's idea
operating system for the sale of uniform and quality food products." App. 46. [Footnote offered attractive investment and tax-deferral opportunities, Rudzewicz agreed to the
1] Burger King licenses its franchisees to use its trademarks and service marks for a venture. 6 id. at 438-439, 444, 460.
period of 20 years, and leases standardized restaurant facilities to them for the same
term. In addition, franchisees acquire a variety of proprietary information concerning
the "standards, specifications, procedures and methods for operating Rudzewicz and MacShara jointly applied for a franchise to Burger King's Birmingham,
Michigan, district office in the autumn of 1978. Their application was forwarded to
Burger King's Miami headquarters, which entered into a preliminary agreement with
Page 471 U. S. 465 them in February, 1979. During the ensuing four months, it was agreed that Rudzewicz
and MacShara would assume operation of an existing facility in Drayton Plains,
a Burger King Restaurant." Id. at 52. They also receive market research and advertising Michigan. MacShara attended the prescribed management courses in Miami during this
assistance; ongoing training in restaurant management; [Footnote 2] and accounting, period, see n. 2 supra, and the franchisees purchased $165,000 worth of restaurant
cost-control, and inventory-control guidance. By permitting franchisees to tap into equipment from Burger King's Davmor Industries division in
Burger King's established national reputation and to benefit from proven procedures
for dispensing standardized fare, this system enables them to go into the restaurant Page 471 U. S. 467
business with significantly lowered barriers to entry. [Footnote 3]
Miami. Even before the final agreements were signed, however, the parties began to
In exchange for these benefits, franchisees pay Burger King an initial $40,000 franchise disagree over site-development fees, building design, computation of monthly rent, and
fee and commit themselves to payment of monthly royalties, advertising and sales whether the franchisees would be able to assign their liabilities to a corporation they
promotion fees, and rent computed in part from monthly gross sales. Franchisees also had formed. [Footnote 6] During these disputes, Rudzewicz and MacShara negotiated
agree to submit to the national organization's exacting regulation of virtually every both with the Birmingham district office and with the Miami headquarters. [Footnote
conceivable aspect of their operations. [Footnote 4] Burger King imposes these 7] With some misgivings, Rudzewicz and MacShara finally obtained limited
standards and undertakes its rigid regulation out of conviction that concessions from the Miami headquarters, [Footnote 8] signed the final agreements,
and commenced operations in June, 1979. By signing the final agreements, Rudzewicz
"[u]niformity of service, appearance, and quality of product is essential to the obligated himself personally to payments exceeding $1 million over the 20-year
preservation of the Burger King image and the benefits accruing therefrom to both franchise relationship.
Franchisee and Franchisor."
Page 471 U. S. 468
Id. at 31.
The Drayton Plains facility apparently enjoyed steady business during the summer of
Burger King oversees its franchise system through a two-tiered administrative 1979, but patronage declined after a recession began later that year. Rudzewicz and
structure. The governing contracts MacShara soon fell far behind in their monthly payments to Miami. Headquarters sent
notices of default, and an extended period of negotiations began among the
Page 471 U. S. 466 franchisees, the Birmingham district office, and the Miami headquarters. After several
Burger King officials in Miami had engaged in prolonged but ultimately unsuccessful
negotiations with the franchisees by mail and by telephone, [Footnote 9] headquarters judgment, concluding that the District Court could not properly exercise personal
terminated the franchise and ordered Rudzewicz and MacShara to vacate the premises. jurisdiction over Rudzewicz pursuant to Fla.Stat. § 48.193(1)(g) (Supp.1984) because
They refused, and continued to occupy and operate the facility as a Burger King
restaurant. "the circumstances of the Drayton Plains franchise and the negotiations which led to it
left Rudzewicz bereft of reasonable notice and financially unprepared for the prospect
B of franchise litigation in Florida."

Burger King commenced the instant action in the United States District Court for the Burger King Corp. v. MacShara, 724 F.2d 1505, 1513 (1984). Accordingly, the panel
Southern District of Florida in May, 1981, invoking that court's diversity jurisdiction majority concluded that "[j]urisdiction under these circumstances would offend the
pursuant to 28 U.S.C. § 1332(a) and its original jurisdiction over federal trademark fundamental fairness which is the touchstone of due process." Ibid. .
disputes pursuant to § 1338(a). [Footnote 10] Burger King alleged that Rudzewicz and
MacShara had breached their franchise obligations "within [the jurisdiction of] this Burger King appealed the Eleventh Circuit's judgment to this Court pursuant to 28
district court" by failing to make the required payments "at plaintiff's place of business U.S.C. § 1254(2), and we postponed probable jurisdiction. 469 U.S. 814 (1984). Because
in Miami, Dade County, Florida," � 6, App. 121, and also charged that they were it is unclear whether the Eleventh Circuit actually held that Fla.Stat. § 48.193(1)(g)
tortiously infringing (Supp.1984) itself is unconstitutional as applied to the circumstances of this case, we
conclude that jurisdiction by appeal does not properly lie, and therefore dismiss the
Page 471 U. S. 469 appeal. [Footnote 12] Treating the jurisdictional

its trademarks and service marks through their continued, unauthorized operation as a Page 471 U. S. 471
Burger King restaurant, �� 35-53, App. 130-135. Burger King sought damages,
injunctive relief, and costs and attorney's fees. Rudzewicz and MacShara entered statement as a petition for a writ of certiorari, see 28 U.S.C. § 2103, we grant the
special appearances and argued, inter alia, that, because they were Michigan residents, petition, and now reverse.
and because Burger King's claim did not "arise" within the Southern District of Florida,
the District Court lacked personal jurisdiction over them. The District Court denied
II
their motions after a hearing, holding that, pursuant to Florida's long-arm statute,

A
"a nonresident Burger King franchisee is subject to the personal jurisdiction of this
Court in actions arising out of its franchise agreements."
The Due Process Clause protects an individual's liberty interest in not being subject to
the binding judgments of a
Id. at 138. Rudzewicz and MacShara then filed an answer and a counterclaim seeking
damages for alleged violations by Burger King of Michigan's Franchise Investment Law,
Mich.Comp.Laws § 445.1501 et seq. (1979). Page 471 U. S. 472

After a 3-day bench trial, the court again concluded that it had "jurisdiction over the forum with which he has established no meaningful "contacts, ties, or
subject matter and the parties to this cause." App. 159. Finding that Rudzewicz and relations." International Shoe Co. v. Washington, 326 U.S. at 326 U. S. 319. [Footnote 13]
MacShara had breached their franchise agreements with Burger King and had By requiring that individuals have "fair warning that a particular activity may subject
infringed Burger King's trademarks and service marks, the court entered judgment [them] to the jurisdiction of foreign sovereign," Shaffer v. Heitner, 433 U. S. 186, 433 U.
against them, jointly and severally, for $228,875 in contract damages. The court also S. 218 (1977) (STEVENS, J., concurring in judgment), the Due Process Clause
ordered them "to immediately close Burger King Restaurant Number 775 from
continued operation or to immediately give the keys and possession of said restaurant "gives a degree of predictability to the legal system that allows potential defendants to
to Burger King Corporation," id. at 163, found that they had failed to prove any of the structure their primary conduct with some minimum assurance as to where that
required elements of their counterclaim, and awarded costs and attorney's fees to conduct will and will not render them liable to suit,"
Burger King.
World-Wide Volkswagen Corp. v. Woodson, 444 U. S. 286, 444 U. S. 297 (1980).
Rudzewicz appealed to the Court of Appeals for the Eleventh Circuit. [Footnote 11] A
divided panel of that Circuit reversed the
Where a forum seeks to assert specific jurisdiction over an out-of-state defendant who
has not consented to suit there, [Footnote 14] this "fair warning" requirement is
Page 471 U. S. 470
satisfied if the defendant has "purposefully directed" his activities at residents of the Notwithstanding these considerations, the constitutional touchstone remains whether
forum, Keeton v. Hustler Magazine, Inc., 465 U. S. 770, 465 U. S. 774 (1984), and the the defendant purposefully established "minimum contacts" in the forum
litigation results from alleged injuries that "arise out of or relate to" those State. International Shoe Co. v. Washington, supra, at 326 U. S. 316. Although it has been
activities, Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U. S. 408, 466 U. S. 414 argued that foreseeability of causing injury in another State should be sufficient to
establish such contacts there when policy considerations so require, [Footnote 16] the
Page 471 U. S. 473 Court has consistently held that this kind of foreseeability is not a "sufficient
benchmark" for exercising personal jurisdiction. World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. at444 U. S. 295. Instead,
(1984). [Footnote 15] Thus
"the foreseeability that is critical to due process analysis . . . is that the defendant's
"[t]he forum State does not exceed its powers under the Due Process Clause if it asserts conduct and connection with the forum State are such that he should reasonably
personal jurisdiction over a corporation that delivers its products into the stream of anticipate being haled into court there."
commerce with the expectation that they will be purchased by consumers in the forum
State"
Id. at 444 U. S. 297. In defining when it is that a potential defendant should "reasonably
anticipate" out-of-state litigation, the Court frequently has drawn from the reasoning
and those products subsequently injure forum consumers. World-Wide Volkswagen of Hanson v. Denckla, 357 U. S. 235, 357 U. S. 253 (1958):
Corp. v. Woodson, supra, at 444 U. S. 297-298. Similarly, a publisher who distributes
magazines in a distant State may fairly be held accountable in that forum for damages
resulting there from an allegedly defamatory story. Keeton v. Hustler Magazine, Inc., "The unilateral activity of those who claim some relationship with a nonresident
supra; see also Calder v. Jones, 465 U. S. 783 (1984) (suit against author and editor). defendant cannot satisfy the requirement of contact with the forum State. The
And with respect to interstate contractual obligations, we have emphasized that application
parties who "reach out beyond one state and create continuing relationships and
obligations with citizens of another state" are subject to regulation and sanctions in the Page 471 U. S. 475
other State for the consequences of their activities. Travelers Health Assn. v.
Virginia, 339 U. S. 643, 339 U. S. 647 (1950). See also McGee v. International Life of that rule will vary with the quality and nature of the defendant's activity, but it is
Insurance Co., 355 U. S. 220, 355 U. S. 222-223 (1957). essential in each case that there be some act by which the defendant purposefully
avails itself of the privilege of conducting activities within the forum State, thus
We have noted several reasons why a forum legitimately may exercise personal invoking the benefits and protections of its laws."
jurisdiction over a nonresident who "purposefully directs" his activities toward forum
residents. A State generally has a "manifest interest" in providing its residents with a This "purposeful availment" requirement ensures that a defendant will not be haled
convenient forum for redressing injuries inflicted by out-of-state actors. Id. at 355 U. S. into a jurisdiction solely as a result of "random," "fortuitous," or "attenuated"
223; see also Keeton v. Hustler Magazine, Inc., supra, at 465 U. S. 776. Moreover, where contacts, Keeton v. Hustler Magazine, Inc., 465 U.S. at 465 U. S. 774; World-Wide
individuals "purposefully derive benefit" from their interstate activities, Kulko v. Volkswagen Corp. v. Woodson, supra, at 444 U. S. 299, or of the "unilateral activity of
California Superior Court, another party or a third person," Helicopteros Nacionales de Colombia, S.A. v. Hall,
supra, at 466 U. S. 417. [Footnote 17] Jurisdiction is proper, however, where the
Page 471 U. S. 474 contacts proximately result from actions by the defendant himself that create a
"substantial connection" with the forum State. McGee v. International Life Insurance Co.,
436 U. S. 84, 436 U. S. 96 (1978), it may well be unfair to allow them to escape having supra, at 355 U. S. 223; see also Kulko v. California Superior Court, supra, at 436 U. S.
to account in other States for consequences that arise proximately from such activities; 94 n. 7. [Footnote 18] Thus where the defendant "deliberately" has
the Due Process Clause may not readily be wielded as a territorial shield to avoid
interstate obligations that have been voluntarily assumed. And because Page 471 U. S. 476

"modern transportation and communications have made it much less burdensome for engaged in significant activities within a State, Keeton v. Hustler Magazine, Inc.,
a party sued to defend himself in a State where he engages in economic activity," supra, at 465 U. S. 781, or has created "continuing obligations" between himself and
residents of the forum, Travelers Health Assn. v. Virginia, 339 U.S. at 339 U. S. 648, he
it usually will not be unfair to subject him to the burdens of litigating in another forum manifestly has availed himself of the privilege of conducting business there, and,
for disputes relating to such activity. McGee v. International Life Insurance Co., because his activities are shielded by "the benefits and protections" of the forum's
supra, at 355 U. S. 223. laws, it is presumptively not unreasonable to require him to submit to the burdens of
litigation in that forum as well.
Jurisdiction in these circumstances may not be avoided merely because the defendant is at a "severe disadvantage" in comparison to his opponent. The Bremen v. Zapata Off-
did not physically enter the forum State. Although territorial presence frequently will Shore Co., 407 U. S. 1, 407 U. S. 18 (1972) (re forum-selection provisions); McGee v.
enhance a potential defendant's affiliation with a State and reinforce the reasonable International Life Insurance Co., supra, at 355 U. S. 223-224.
foreseeability of suit there, it is an inescapable fact of modern commercial life that a
substantial amount of business is transacted solely by mail and wire communications B
across state lines, thus obviating the need for physical presence within a State in which
business is conducted. So long as a commercial actor's efforts are "purposefully
directed" toward residents of another State, we have consistently rejected the notion (1)
that an absence of physical contacts can defeat personal jurisdiction there. Keeton v.
Hustler Magazine, Inc., supra, at 465 U. S. 774-775; see also Calder v. Jones, 465 U.S. Applying these principles to the case at hand, we believe there is substantial record
at 465 U. S. 788-790; McGee v. International Life Insurance Co., 355 U.S. at 355 U. S. 222- evidence supporting the District Court's conclusion that the assertion of personal
223. Cf. Hoopeston Canning Co. v. Cullen, 318 U. S. 313, 318 U. S. 317 (1943) jurisdiction over Rudzewicz in Florida for the alleged breach of his franchise
agreement did not offend due process. At the outset, we note a continued division
Once it has been decided that a defendant purposefully established minimum contacts among lower courts respecting whether and to what extent a contract can constitute a
within the forum State, these contacts may be considered in light of other factors to "contact" for purposes of due process analysis. [Footnote 21] If the question is whether
determine whether the assertion of personal jurisdiction would comport with "fair an individual's contract with an out-of-state party alone can automatically establish
play and substantial justice." International Shoe Co. v. Washington, 326 U.S. at 326 U. S. sufficient minimum contacts in the other party's home forum, we believe the answer
320. Thus, clearly is that it cannot. The Court long ago rejected the notion that personal
jurisdiction might turn on "mechanical" tests, International Shoe Co. v. Washington,
supra, at 326 U. S. 319, or on "conceptualistic . . . theories of the place of contracting or
Page 471 U. S. 477 of performance," Hoopeston Canning Co. v. Cullen,

courts in "appropriate case[s]" may evaluate "the burden on the defendant," "the forum Page 471 U. S. 479
State's interest in adjudicating the dispute," "the plaintiff's interest in obtaining
convenient and effective relief," "the interstate judicial system's interest in obtaining
the most efficient resolution of controversies," and the "shared interest of the several 318 U.S. at 318 U. S. 316. Instead, we have emphasized the need for a "highly realistic"
States in furthering fundamental substantive social policies." World-Wide Volkswagen approach that recognizes that a "contract" is
Corp. v. Woodson, 444 U.S. at 444 U. S. 292. These considerations sometimes serve to
establish the reasonableness of jurisdiction upon a lesser showing of minimum "ordinarily but an intermediate step serving to tie up prior business negotiations with
contacts than would otherwise be required. See, e.g., Keeton v. Hustler Magazine, Inc., future consequences which themselves are the real object of the business transaction."
supra, at 465 U. S. 780; Calder v. Jones, supra, at 465 U. S. 788-789; McGee v.
International Life Insurance Co., supra, at 355 U. S. 223-224. On the other hand, where a Id. at 318 U. S. 316-317. It is these factors -- prior negotiations and contemplated future
defendant who purposefully has directed his activities at forum residents seeks to consequences, along with the terms of the contract and the parties' actual course of
defeat jurisdiction, he must present a compelling case that the presence of some other dealing -- that must be evaluated in determining whether the defendant purposefully
considerations would render jurisdiction unreasonable. Most such considerations established minimum contacts within the forum.
usually may be accommodated through means short of finding jurisdiction
unconstitutional. For example, the potential clash of the forum's law with the
"fundamental substantive social policies" of another State may be accommodated In this case, no physical ties to Florida can be attributed to Rudzewicz other than
through application of the forum's choice-of-law rules. [Footnote 19] Similarly, a MacShara's brief training course in Miami. [Footnote 22] Rudzewicz did not maintain
defendant claiming substantial inconvenience may seek a change of venue. [Footnote offices in Florida and, for all that appears from the record, has never even visited there.
20] Nevertheless, minimum requirements inherent in the concept of "fair play and Yet this franchise dispute grew directly out of "a contract which had
substantial a substantial connection with that State." McGee v. International Life Insurance Co., 355
U.S. at 355 U. S. 223 (emphasis added). Eschewing the option of operating an
independent local enterprise, Rudzewicz deliberately "reach[ed] out beyond" Michigan
Page 471 U. S. 478 and negotiated with a Florida corporation for the purchase of a long-term franchise
and
justice" may defeat the reasonableness of jurisdiction even if the defendant has
purposefully engaged in forum activities.World-Wide Volkswagen Corp. v. Woodson, Page 471 U. S. 480
supra, at 444 U. S. 292; see also Restatement (Second) of Conflict of Laws §§ 36-37
(1971). As we previously have noted, jurisdictional rules may not be employed in such
a way as to make litigation "so gravely difficult and inconvenient" that a party unfairly
the manifold benefits that would derive from affiliation with a nationwide The choice of law designation does not require that all suits concerning this Agreement
organization. Travelers Health Assn. v. Virginia,339 U.S. at 339 U. S. 647. Upon approval, be filed in Florida."
he entered into a carefully structured 20-year relationship that envisioned continuing
and wide-reaching contacts with Burger King in Florida. In light of Rudzewicz' App. 72. See also n 5, supra. The Court of Appeals reasoned that choice-of-law
voluntary acceptance of the long-term and exacting regulation of his business from provisions are irrelevant to the question of personal jurisdiction, relying on Hanson v.
Burger King's Miami headquarters, the "quality and nature" of his relationship to the Denckla for the proposition that "the center of gravity for choice-of-law purposes does
company in Florida can in no sense be viewed as "random," "fortuitous," or not necessarily confer the sovereign prerogative to assert jurisdiction." 724 F.2d at
"attenuated." Hanson v. Denckla, 357 U.S. at 357 U. S. 253; Keeton v. Hustler Magazine, 1511-1512, n. 10, citing 357 U.S. at 357 U. S. 254. This reasoning misperceives the
Inc., 465 U.S. at 465 U. S. 774; World-Wide Volkswagen Corp. v. Woodson, 444 U.S. at 444 import of the quoted proposition. The Court in Hanson and subsequent cases has
U. S. 299. Rudzewicz' refusal to make the contractually required payments in Miami, emphasized that choice-of-law analysis -- which focuses on all elements of a
and his continued use of Burger King's trademarks and confidential business transaction, and not simply on the defendant's conduct -- is distinct from minimum-
information after his termination, caused foreseeable injuries to the corporation in contacts jurisdictional analysis -- which focuses at the threshold
Florida. For these reasons it was, at the very least, presumptively reasonable for
Rudzewicz to be called to account there for such injuries.
Page 471 U. S. 482
The Court of Appeals concluded, however, that, in light of the supervision emanating
from Burger King's district office in Birmingham, Rudzewicz reasonably believed that solely on the defendant's purposeful connection to the forum. [Footnote 23] Nothing in
"the Michigan office was, for all intents and purposes, the embodiment of Burger King," our cases, however, suggests that a choice-of-law provision should be ignored in
and that he therefore had no "reason to anticipate a Burger King suit outside of considering whether a defendant has "purposefully invoked the benefits and
Michigan." 724 F.2d at 1511. See also post at 471 U. S. 488-489 (STEVENS, J., protections of a State's laws" for jurisdictional purposes. Although such a provision,
dissenting). This reasoning overlooks substantial record evidence indicating that standing alone, would be insufficient to confer jurisdiction, we believe that, when
Rudzewicz most certainly knew that he was affiliating himself with an enterprise based combined with the 20-year interdependent relationship Rudzewicz established with
primarily in Florida. The contract documents themselves emphasize that Burger King's Burger King's Miami headquarters, it reinforced his deliberate affiliation with the
operations are conducted and supervised from the Miami headquarters, that all forum State and the reasonable foreseeability of possible litigation there. As Judge
relevant notices and payments must be sent there, and that the agreements were made Johnson argued in his dissent below, Rudzewicz "purposefully availed himself of the
in and enforced from Miami. See n 5, supra. Moreover, the parties' actual course of benefits and protections of Florida's laws" by entering into contracts expressly
dealing repeatedly confirmed that decisionmaking authority was vested in the Miami providing that those laws would govern franchise disputes. 724 F.2d at 1513.
headquarters, [Footnote 24]

Page 471 U. S. 481 (2)

and that the district office served largely as an intermediate link between the Nor has Rudzewicz pointed to other factors that can be said persuasively to outweigh
headquarters and the franchisees. When problems arose over building design, site- the considerations discussed above, and to establish the unconstitutionality of Florida's
development fees, rent computation, and the defaulted payments, Rudzewicz and assertion of jurisdiction. We cannot conclude that Florida had no "legitimate interest in
MacShara learned that the Michigan office was powerless to resolve their disputes, and holding [Rudzewicz] answerable
could only channel their communications to Miami. Throughout these disputes, the
Miami headquarters and the Michigan franchisees carried on a continuous course of Page 471 U. S. 483
direct communications by mail and by telephone, and it was the Miami headquarters
that made the key negotiating decisions out of which the instant litigation on a claim related to" the contacts he had established in that State. Keeton v. Hustler
arose. See nn. 7 9 supra. Magazine, Inc., 465 U.S. at 465 U. S. 776; see also McGee v. International Life Insurance
Co., 355 U.S. at 465 U. S. 223 (noting that State frequently will have a "manifest interest
Moreover, we believe the Court of Appeals gave insufficient weight to provisions in the in providing effective means of redress for its residents"). [Footnote 25] Moreover,
various franchise documents providing that all disputes would be governed by Florida although Rudzewicz has argued at some length that Michigan's Franchise Investment
law. The franchise agreement, for example, stated: Law, Mich.Comp.Laws § 445.1501 et seq. (1979), governs many aspects of this
franchise relationship, he has not demonstrated how Michigan's acknowledged
"This Agreement shall become valid when executed and accepted by BKC at Miami, interest might possibly render jurisdiction in Florida unconstitutional. [Footnote 26]
Florida; it shall be deemed made and entered into in the State of Florida and shall be Finally, the Court of Appeals' assertion that the Florida litigation "severely impaired
governed and construed under and in accordance with the laws of the State of Florida. [Rudzewicz'] ability to call Michigan witnesses who might be essential to his defense
and counterclaim," 724 F.2d at 1512-1513, is wholly without support in the record. Notwithstanding these considerations, the Court of Appeals apparently believed that it
[Footnote 27] And even to the extent that it is inconvenient was necessary to reject jurisdiction in this case as a prophylactic measure, reasoning
that an affirmance of the District Court's judgment would result in the exercise of
Page 471 U. S. 484 jurisdiction over "out-of-state consumers to collect payments due on modest personal
purchases" and would "sow the seeds of default judgments against franchisees owing
smaller debts." 724 F.2d at 1511. We share the Court of Appeals' broader concerns, and
for a party who has minimum contacts with a forum to litigate there, such therefore reject any talismanic jurisdictional formulas; "the
considerations most frequently can be accommodated through a change of
venue. See n 20, supra. Although the Court has suggested that inconvenience may at
some point become so substantial as to achieve constitutional magnitude, McGee v. Page 471 U. S. 486
International Life Insurance Co., supra,at 355 U. S. 223, this is not such a case.
facts of each case must [always] be weighed" in determining whether personal
The Court of Appeals also concluded, however, that the parties' dealings involved "a jurisdiction would comport with "fair play and substantial justice." [Footnote 28] Kulko
characteristic disparity of bargaining power" and "elements of surprise," and that v. California Superior Court, 436 U.S. at 436 U. S. 92. [Footnote 29] The "quality and
Rudzewicz "lacked fair notice" of the potential for litigation in Florida because the nature" of an interstate transaction may sometimes be so "random," "fortuitous," or
contractual provisions suggesting to the contrary were merely "boilerplate "attenuated" [Footnote 30] that it cannot fairly be said that the potential defendant
declarations in a lengthy printed contract." 724 F.2d at 1511-1512, and n. 10. See also "should reasonably anticipate being haled into court" in another jurisdiction. World-
post at 471 U. S. 489-490 (STEVENS, J., dissenting). Rudzewicz presented many of these Wide Volkswagen Corp. v. Woodson, 444 U.S. at 444 U. S. 297; see also n 18, supra. We
arguments to the District Court, contending that Burger King was guilty of also have emphasized that jurisdiction may not be grounded on a contract whose
misrepresentation, fraud, and duress; that it gave insufficient notice in its dealings with terms have been obtained through "fraud, undue influence, or overweening bargaining
him; and that the contract was one of adhesion. See 4 Record 687-691. After a 3-day power," and whose application would render litigation "so gravely difficult and
bench trial, the District Court found that Burger King had made no misrepresentations, inconvenient that [a party] will for all practical purposes be deprived of his day in
that Rudzewicz and MacShara "were and are experienced and sophisticated court." The Bremen v. Zapata Off-Shore Co., 407 U.S. at 407 U. S. 12, 407 U. S. 18. Cf.
businessmen," and that "at no time" did they "ac[t] under economic duress or Fuentes v. Shevin, 407 U. S. 67, 407 U. S. 94-96 (1972); National Equipment Rental, Ltd.
disadvantage imposed by" Burger King. App. 157-158. See also 7 Record 648-649. v. Szukhent, 375 U. S. 311, 375 U. S. 329 (1964) (Black, J., dissenting) (jurisdictional
Federal Rule of Civil Procedure 52(a) requires that "[f]indings of fact shall not be set rules may not be employed against small consumers so as to "crippl[e] their defense").
aside unless clearly erroneous," and neither Rudzewicz nor the Court of Appeals has Just as the Due Process Clause allows flexibility in ensuring that commercial actors are
pointed to record evidence that would support a "definite and firm conviction" that the not effectively "judgment proof" for the consequences of obligations they voluntarily
District Court's findings are mistaken. United States v. United States Gypsum Co., 333 U. assume in other States, McGee v. International Life Insurance Co., 355 U.S. at 355 U. S.
S. 364, 333 U. S. 395 (1948). See also 223, so too does it prevent rules that would unfairly enable them to obtain default
judgments against unwitting customers. Cf. United States v. Rumely, 345 U. S. 41, 345 U.
S. 44 (1953) (courts must not be "blind'" to what "`[a]ll others can see and
Page 471 U. S. 485 understand'").

Anderson v. Bessemer City, 470 U. S. 564, 470 U. S. 573-576 (1985). To the contrary, Page 471 U. S. 487
Rudzewicz was represented by counsel throughout these complex transactions and, as
Judge Johnson observed in dissent below, was himself an experienced accountant
For the reasons set forth above, however, these dangers are not present in the instant
case. Because Rudzewicz established a substantial and continuing relationship with
"who for five months conducted negotiations with Burger King over the terms of the Burger King's Miami headquarters, received fair notice from the contract documents
franchise and lease agreements, and who obligated himself personally to contracts and the course of dealing that he might be subject to suit in Florida, and has failed to
requiring over time payments that exceeded $1 million." demonstrate how jurisdiction in that forum would otherwise be fundamentally unfair,
we conclude that the District Court's exercise of jurisdiction pursuant to Fla.Stat. §
724 F.2d at 1514. Rudzewicz was able to secure a modest reduction in rent and other 48.193(1)(g) (Supp.1984) did not offend due process. The judgment of the Court of
concessions from Miami headquarters, see nn. 8 9 supra; moreover, to the extent that Appeals is accordingly reversed, and the case is remanded for further proceedings
Burger King's terms were inflexible, Rudzewicz presumably decided that the consistent with this opinion.
advantages of affiliating with a national organization provided sufficient commercial
benefits to offset the detriments. It is so ordered.

III JUSTICE POWELL took no part in the consideration or decision of this case.
[Footnote 1] With respect to assignment, Rudzewicz and MacShara had formed RMBK Corp. with
the intent of assigning to it all of their interest and liabilities in the franchise.
Burger King's standard Franchise Agreement further defines this system as Consistent with the contract documents, however, Burger King insisted that the two
remain personally liable for their franchise obligations. See App. 62, 109. Although the
franchisees contended that Burger King officials had given them oral assurances
"a restaurant format and operating system, including a recognized design, decor, color concerning assignment, the District Court found that, pursuant to the parol evidence
scheme and style of building, uniform standards, specifications and procedures of rule, any such assurances "even if they had been made and were misleading, were
operation, quality and uniformity of products and services offered, and procedures for joined and merged" into the final agreement. 7 Record 648.
inventory and management control. . . ."
[Footnote 7]
App. 43.
Although Rudzewicz and MacShara dealt with the Birmingham district office on a
[Footnote 2] regular basis, they communicated directly with the Miami headquarters in forming the
contracts; moreover, they learned that the district office had "very little"
Mandatory training seminars are conducted at Burger King University in Miami and at decisionmaking authority, and accordingly turned directly to headquarters in seeking
Whopper College Regional Training Centers around the country. See id. at 39; 6 Record to resolve their disputes. 5 id.at 292. See generally App. 5-6; 5 Record 167-168, 174-
540-541. 179, 182-184, 198-199, 217-218, 264-265, 292-294; 6 id. at 314-316, 363, 373, 416,
463, 496.
[Footnote 3]
[Footnote 8]
See App. 43-44. See generally H. Brown, Franchising Realities and Remedies 6-7, 16-17
(2d ed.1978). They were able to secure a $10,439 reduction in rent for the third year. App. 82; 5
Record 222-223; 6 id. at 500.
[Footnote 4]
[Footnote 9]
See, e.g., App. 24-25, 26 (range, "quality, appearance, size, taste, and processing" of
menu items), 31 ("standards of service and cleanliness"), 32 (hours of operation), 47 Miami's policy was to "deal directly" with franchisees when they began to encounter
("official mandatory restaurant operating standards, specifications and procedures"), financial difficulties, and to involve district office personnel only when necessary.
48-50 (building layout, displays, equipment, vending machines, service, hours of 5 id. at 95. In the instant case, for example, the Miami office handled all credit
operation, uniforms, advertising, and promotion), 53 (employee training), 55-56 problems, ordered cost-cutting measures, negotiated for a partial refinancing of the
(accounting and auditing requirements), 59 (insurance requirements). Burger King franchisees' debts, communicated directly with the franchisees in attempting to
also imposes extensive standards governing franchisee liability, assignments, defaults, resolve the dispute, and was responsible for all termination matters. See 2 id. at 59-69;
and termination. See id. at 61-74. 5 id. at 84-89, 94-95, 97-98, 100-103, 116-128, 151-152, 158, 163; 6 id. at 395-397,
436-438, 510-511, 524-525.
[Footnote 5]
[Footnote 10]
See id. at 10-11, 37, 43, 72-73, 113. See infra at 471 U. S. 481.
Rudzewicz and MacShara were served in Michigan with summonses and copies of the
[Footnote 6] complaint pursuant to Federal Rule of Civil Procedure 4. 2 id. at 102-103.

The latter two matters were the major areas of disagreement. Notwithstanding that [Footnote 11]
Burger King's franchise offering advised that minimum rent would be based on a
percentage of "approximated capitalized site acquisition and construction costs," id. at MacShara did not appeal his judgment. See Burger King Corp. v. MacShara, 724 F.2d
23, Rudzewicz assumed that rent would be a function solely of renovation costs, and he 1505, 1506, n. 1 (CA11 1984). In addition, Rudzewicz entered into a compromise with
thereby underestimated the minimum monthly rent by more than $2,000. The District Burger King and waived his right to appeal the District Court's finding of trademark
Court found Rudzewicz' interpretation "incredible." 7 Record 649. infringement and its entry of injunctive relief. See 4 Record 804-816. Accordingly, we
need not address the extent to which the tortious act provisions of Florida's long-arm
statute, see Fla.Stat. § 48.193(1)(b) (Supp.1984), may constitutionally extend to out-of- boundaries are defined by, rather than being in excess of, the Due Process Clause. See,
state trademark infringement. Cf. Calder v. Jones, 465 U. S. 783, 465 U. S. 788-789 e.g., Calder v. Jones, supra, at 465 U. S. 787-788, n. 7; Kulko v. California Superior
(1984) (tortious out-of-state conduct); Keeton v. Hustler Magazine, Inc., 465 U. S. Court, 436 U. S. 84, 436 U. S. 90, and n. 4 (1978).
770, 465 U. S. 776 (1984) (same).
[Footnote 13]
[Footnote 12]
Although this protection operates to restrict state power, it "must be seen as ultimately
The District Court had found both that Rudzewicz fell within the reach of Florida's a function of the individual liberty interest preserved by the Due Process Clause,"
long-arm statute, and that the exercise of jurisdiction was constitutional. The Court of rather than as a function "of federalism concerns." Insurance Corp. of Ireland v.
Appeals did not consider the statutory question, however, because, as Burger King Compagnie des Bauxites de Guinee, 456 U. S. 694, 456 U. S. 702-703, n. 10 (1982).
acknowledged at argument, that court "accepted the parties' stipulation" that § 48.193
reached Rudzewicz "in lieu of [making] a determination of what Florida law provides." [Footnote 14]
Tr. of Oral Arg. 12. Burger King contends that an appeal is proper "on the basis of the
Circuit Court's holding that, given that stipulation, the statute was unconstitutional as
applied."Id. at 13 (emphasis added). We have noted that, because the personal jurisdiction requirement is a waivable right,
there are a "variety of legal arrangements" by which a litigant may give "express or
implied consent to the personal jurisdiction of the court."Insurance Corp. of Ireland v.
We disagree. Our Compagnie des Bauxites de Guinee, supra, at 456 U. S. 703. For example, particularly in
the commercial context, parties frequently stipulate in advance to submit their
"overriding policy, historically encouraged by Congress, of minimizing the mandatory controversies for resolution within a particular jurisdiction. See National Equipment
docket of this Court in the interests of sound judicial administration," Rental, Ltd. v. Szukhent, 375 U. S. 311 (1964). Where such forum-selection provisions
have been obtained through "freely negotiated" agreements and are not "unreasonable
Gonzalez v. Automatic Employees Credit Union, 419 U. S. 90, 419 U. S. 98 (1974) and unjust," The Bremen v. Zapata Off-Shore Co., 407 U. S. 1, 407 U. S. 15 (1972), their
(construing 28 U.S.C. § 1253), would be threatened if litigants could obtain an appeal enforcement does not offend due process.
through the expedient of stipulating to a particular construction of state law where
state law might, in fact, be in harmony with the Federal Constitution. Jurisdiction under [Footnote 15]
28 U.S.C. § 1254(2) is properly invoked only where a court of appeals squarely has
"held" that a state statute is unconstitutional on its face or as applied; jurisdiction does "Specific" jurisdiction contrasts with "general" jurisdiction, pursuant to which
not lie if the decision might rest on other grounds. Public Service Comm'n v. Batesville
Telephone Co., 284 U. S. 6, 284 U. S. 7 (1931) (per curiam). Consistent with "our
practice of strict construction" of § 1254(2), Fornaris v. Ridge Tool Co., 400 U. S. 41, 400 "a State exercises personal jurisdiction over a defendant in a suit not arising out of or
U. S. 42, n. 1 (1970) (per curiam), we believe that an appeal cannot lie where a court of related to the defendant's contacts with the forum."
appeals' judgment rests solely on the stipulated applicability of state law. Rather, it
must be reasonably clear that the court independently concluded that the challenged Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. at 466 U. S. 414, n. 9; see also
statute governs the case, and held the statute itself unconstitutional as so applied. The Perkins v. Benguet Consolidated Mining Co., 342 U. S. 437 (1952).
Court of Appeals did neither in this case, concluding simply that "[j]urisdiction under
these circumstances would offend the fundamental fairness which is the touchstone of [Footnote 16]
due process." 724 F.2d at 1513.
See, e.g., World-Wide Volkswagen Corp. v. Woodson, 444 U. S. 286, 444 U. S. 299 (1980)
Of course, if it were clear under Florida law that § 48.193(1)(g) governed every (BRENNAN, J., dissenting); Shaffer v. Heitner, 433 U. S. 186, 433 U. S. 219 (1977)
transaction falling within its literal terms, there could be no objection to a stipulation (BRENNAN, J., concurring in part and dissenting in part).
that merely recognized this established construction. But the Florida Supreme Court
has not ruled on the breadth of § 48.193 (1)(g), and several state appellate courts have
held that the provision extends only to the limits of the Due Process Clause. See, e.g., [Footnote 17]
Scordilis v. Drobnicki, 443 So.2d 411, 412-414 (Fla.App.1984); Lakewood Pipe of Texas,
Inc. v. Rubaii, 379 So.2d 475, 477 (Fla.App.1979), appeal dism'd, 383 So.2d 1201 Applying this principle, the Court has held that the Due Process Clause forbids the
(Fla.1980); Osborn v. University Society, Inc., 378 So.2d 873, 874 (Fla.App.1979). If § exercise of personal jurisdiction over an out-of-state automobile distributor whose
48.193(1)(g) is construed and applied in accordance with due process limitations as a only tie to the forum resulted from a customer's decision to drive there, World-Wide
matter of state law, then an appeal is improper, because the statute cannot be "invalid Volkswagen Corp. v. Woodson, supra; over a divorced husband sued for child support
as repugnant to the Constitution . . . of the United States," 28 U.S.C. § 1254(2), since its payments whose only affiliation with the forum was created by his former spouse's
decision to settle there, Kulko v. California Superior Court, 436 U. S. 84 (1978); and over individual capacities." 724 F.2d at 1513, n. 14. The two did jointly form a corporation
a trustee whose only connection with the forum resulted from the settlor's decision to through which they were seeking to conduct the franchise,
exercise her power of appointment there, Hanson v. Denckla, 357 U. S. 235 (1958). In however. See n 6, supra. They were required to decide which one of them would travel
such instances, the defendant has had no "clear notice that it is subject to suit" in the to Florida to satisfy the training requirements so that they could commence business,
forum, and thus no opportunity to "alleviate the risk of burdensome litigation" and Rudzewicz participated in the decision that MacShara would go there. We have
there. World-Wide Volkswagen Corp. v. Woodson, supra, at 444 U. S. 297. previously noted that, when commercial activities are "carried on in behalf of" an out-
of-state party those activities may sometimes be ascribed to the party, International
[Footnote 18] Shoe Co. v. Washington, 326 U. S. 310, 326 U. S. 320 (1945), at least where he is a
"primary participan[t]" in the enterprise and has acted purposefully in directing those
activities, Calder v. Jones, 465 U.S. at 465 U. S. 790. Because MacShara's matriculation at
So long as it creates a "substantial connection" with the forum, even a single act can Burger King University is not pivotal to the disposition of this case, we need not resolve
support jurisdiction. McGee v. International Life Insurance Co., 355 U.S. at 355 U. S. 223. the permissible bounds of such attribution.
The Court has noted, however, that "some single or occasional acts" related to the
forum may not be sufficient to establish jurisdiction if "their nature and quality and the
circumstances of their commission" create only an "attenuated" affiliation with the [Footnote 23]
forum. International Shoe Co. v. Washington, 326 U. S. 310, 326 U. S. 318 (1945); World-
Wide Volkswagen Corp. v. Woodson, 444 U.S. at 444 U. S. 299. This distinction derives Hanson v. Denckla, 357 U.S. at 357 U. S. 253-254. See also Keeton v. Hustler Magazine,
from the belief that, with respect to this category of "isolated" acts, id. at 444 U. S. 297, Inc., 465 U.S. at 465 U. S. 778; Kulko v. California Superior Court, 436 U.S. at 436 U. S.
the reasonable foreseeability of litigation in the forum is substantially diminished. 98; Shaffer v. Heitner, 433 U.S. at 433 U. S. 215.

[Footnote 19] [Footnote 24]

See Allstate Insurance Co. v. Hague, 449 U. S. 302, 449 U. S. 307-313 (1981) (opinion of In addition, the franchise agreement's disclaimer that the "choice of law designation
BRENNAN, J.). See generallyRestatement (Second) of Conflict of Laws §§ 6, 9 (1971). does not require that all suits concerning this Agreement be filed in Florida," App. 72
(emphasis added), reasonably should have suggested to Rudzewicz that, by negative
[Footnote 20] implication, such suits could be filed there.

See, e.g., 28 U.S.C. § 1404(a) ("For the convenience of parties and witnesses, in the The lease also provided for binding arbitration in Miami of certain condemnation
interest of justice, a district court may transfer any civil action to any other district or disputes, id. at 113, and Rudzewicz conceded the validity of this provision at oral
division where it might have been brought"). This provision embodies in an expanded argument, Tr. of Oral Arg. 37. Although it does not govern the instant dispute, this
version the common law doctrine of forum non conveniens, under which a court in provision also should have made it apparent to the franchisees that they were dealing
appropriate circumstances may decline to exercise its jurisdiction in the interest of the directly with the Miami headquarters, and that the Birmingham district office
"easy, expeditious and inexpensive" resolution of a controversy in another forum. See was not, "for all intents and purposes, the embodiment of Burger King." 724 F.2d at
Gulf Oil Corp. v. Gilbert, 330 U. S. 501, 330 U. S. 508-509 (1947). 1511.

[Footnote 21] [Footnote 25]

See, e.g., Lakeside Bridge & Steel Co. v. Mountain State Construction Co., 445 U. S. 907, Complaining that "when Burger King is the plaintiff, you won't have it your way,'
909-910 (1980) (WHITE, J., dissenting from denial of certiorari) (collecting cases); because it sues all franchisees in Miami," Brief for Appellee 19, Rudzewicz contends that
Brewer, Jurisdiction in Single Contract Cases, 6 U.Ark.Little Rock L.J. 1, 7-11, 13 (1983); Florida's interest in providing a convenient forum is negligible, given the company's size
Note, Long-Arm Jurisdiction in Commercial Litigation: When is a Contract a Contact?, and ability to conduct litigation anywhere in the country. We disagree. Absent compelling
61 B.U.L.Rev. 375, 384-388 (1981). considerations, cf. McGee v. International Life Insurance Co., 355 U.S. at 355 U. S. 223, a
defendant who has purposefully derived commercial benefit from his affiliations in a
forum may not defeat jurisdiction there simply because of his adversary's greater net
[Footnote 22] wealth.

The Eleventh Circuit held that MacShara's presence in Florida was irrelevant to the [Footnote 26]
question of Rudzewicz' minimum contacts with that forum, reasoning that "Rudzewicz
and MacShara never formed a partnership" and "signed the agreements in their
Rudzewicz has failed to show how the District Court's exercise of jurisdiction in this In my opinion, there is a significant element of unfairness in requiring a franchisee to
case might have been at all inconsistent with Michigan's interests. To the contrary, the defend a case of this kind in the forum chosen by the franchisor. It is undisputed that
court found that Burger King had fully complied with Michigan law, App. 159, and appellee maintained no place of business in Florida, that he had no employees in that
there is nothing in Michigan's franchise Act suggesting that Michigan would attempt to State, and that he was not licensed to do business there. Appellee did not prepare his
assert exclusive jurisdiction to resolve franchise disputes affecting its residents. In any French fries, shakes, and hamburgers in Michigan, and then deliver them into the
event, minimum-contacts analysis presupposes that two or more States may be stream of commerce "with the expectation that they [would] be purchased by
interested in the outcome of a dispute, and the process of resolving potentially consumers in" Florida. Ante at 471 U. S. 473. To the contrary, appellee did business
conflicting "fundamental substantive social policies," World-Wide Volkswagen Corp. v. only in Michigan, his business, property, and payroll taxes were payable in that State,
Woodson, 444 U.S. at 444 U. S. 292, can usually be accommodated through choice-of- and he sold all of his products there.
law rules, rather than through outright preclusion of jurisdiction in one
forum. Seen19, supra. Throughout the business relationship, appellee's principal contacts with appellant
were with its Michigan office. Notwithstanding its disclaimer, ante at 471 U. S. 478, the
[Footnote 27] Court seems ultimately to rely on nothing more than standard boilerplate language
contained in various documents, ante at 471 U. S. 481,
The only arguable instance of trial inconvenience occurred when Rudzewicz had
difficulty in authenticating some corporate records; the court offered him as much time Page 471 U. S. 488
as would be necessary to secure the requisite authentication from the Birmingham
district office, and Burger King ultimately stipulated to their authenticity rather than to establish that appellee "purposefully availed himself of the benefits and protections of
delay the trial. See 7 Record 574-575, 578-579, 582, 598-599. Florida's laws.'" Ante at 471 U. S. 482. Such superficial analysis creates a potential for
unfairness not only in negotiations between franchisors and their franchisees but, more
[Footnote 28] significantly, in the resolution of the disputes that inevitably arise from time to time in
such relationships.
We do not mean to suggest that the jurisdictional outcome will always be the same in
franchise cases. Some franchises may be primarily intrastate in character or involve Judge Vance's opinion for the Court of Appeals for the Eleventh Circuit adequately
different decisionmaking structures, such that a franchisee should not reasonably explains why I would affirm the judgment of that court. I particularly find the following
anticipate out-of-state litigation. Moreover, commentators have argued that franchise more persuasive than what this Court has written today:
relationships may sometimes involve unfair business practices in their inception and
operation. See H. Brown, Franchising Realities and Remedies 4-5 (2d ed.1978). For "Nothing in the course of negotiations gave Rudzewicz reason to anticipate a Burger
these reasons, we reject Burger King's suggestion for "a general rule, or at least a King suit outside of Michigan. The only face-to-face or even oral contact Rudzewicz had
presumption, that participation in an interstate franchise relationship" represents with Burger King throughout months of protracted negotiations was with
consent to the jurisdiction of the franchisor's principal place of business. Brief for representatives of the Michigan office. Burger King had the Michigan office interview
Appellant 46. Rudzewicz and MacShara, appraise their application, discuss price terms, recommend
the site which the defendants finally agreed to, and attend the final closing ceremony.
[Footnote 29] There is no evidence that Rudzewicz ever negotiated with anyone in Miami or even
sent mail there during negotiations. He maintained no staff in the state of Florida, and
This approach does, of course, preclude clear-cut jurisdictional rules. But any inquiry as far as the record reveals, he has never even visited the state."
into "fair play and substantial justice" necessarily requires determinations "in which
few answers will be written in black and white. The greys are dominant, and, even "The contracts contemplated the startup of a local Michigan restaurant whose profits
among them, the shades are innumerable.'" Kulko v. California Superior Court, 436 U.S. would derive solely from food sales made to customers in Drayton Plains. The sale,
at 436 U. S. 92. which involved the use of an intangible trademark in Michigan and occupancy of a
Burger King facility there, required no performance in the state of Florida. Under the
[Footnote 30] contract, the local Michigan district office was responsible for providing all of the
services due Rudzewicz, including advertising and management consultation.
Supervision, moreover, emanated from that office alone. To Rudzewicz, the Michigan
Hanson v. Denckla, 357 U.S. at 357 U. S. 253; Keeton v. Hustler Magazine, Inc., 465 U.S. office was for all intents and purposes the embodiment
at 465 U. S. 774; World-Wide Volkswagen Corp. v. Woodson, 444 U.S. at 444 U. S. 299.
Page 471 U. S. 489
JUSTICE STEVENS, with whom JUSTICE WHITE joins, dissenting.
of Burger King. He had reason to believe that his working relationship with Burger
King began and ended in Michigan, not at the distant and anonymous Florida
headquarters. . . ."

"Given that the office in Rudzewicz' home state conducted all of the negotiations and
wholly supervised the contract, we believe that he had reason to assume that the state
of the supervisory office would be the same state in which Burger King would file suit.
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. . . ."

"Just as Rudzewicz lacked notice of the possibility of suit in Florida, he was financially
unprepared to meet its added costs. The franchise relationship in particular is fraught
with potential for financial surprise. The device of the franchise gives local retailers the
access to national trademark recognition which enables them to compete with better-
financed, more efficient chain stores. This national affiliation, however, does not alter
the fact that the typical franchise store is a local concern serving at best a
neighborhood or community. Neither the revenues of a local business nor the
geographical range of its market prepares the average franchise owner for the cost of
distant litigation. . . ."

"The particular distribution of bargaining power in the franchise relationship further

"We discern a characteristic disparity of bargaining power in the facts of this case.
There is no indication that Rudzewicz had any latitude to negotiate a reduced rent or
franchise fee in exchange for the added risk of suit in Florida. He signed a standard
form contract whose terms were nonnegotiable and which appeared

Page 471 U. S. 490

in some respects to vary from the more favorable terms agreed to in earlier
discussions. In fact, the final contract required a minimum monthly rent computed on a
base far in excess of that discussed in oral negotiations. Burger King resisted price
concessions, only to sue Rudzewicz far from home. In doing so, it severely impaired his
ability to call Michigan witnesses who might be essential to his defense and
counterclaim."

"In sum, we hold that the circumstances of the Drayton Plains franchise and the
negotiations which led to it left Rudzewicz bereft of reasonable notice and financially
unprepared for the prospect of franchise litigation in Florida. Jurisdiction under these
circumstances would offend the fundamental fairness which is the touchstone of due
process."

724 F.2d 1505, 1511-1513 (1984) (footnotes omitted).

Accordingly, I respectfully dissent.