U.S. Supreme Court Burger King Corp. v. Rudzewicz, 471
U.S. 462 (1985) Burger King Corp. v.
Rudzewicz No. 83-2097 Argued January 8,
1985 Decided May 20, 1985 471
U.S. 462 APPEAL FROM THE UNITED STATES COURT
OF APPEALS FOR THE ELEVENTH CIRCUIT Syllabus Appellant is a Florida corporation whose principal offices are
in Miami. It conducts most of its restaurant business through a
franchise operation, under which franchisees are licensed to use
appellant's trademarks and service marks in leased standardized
restaurant facilities for a period of 20 years. The governing
contracts provide that the franchise relationship is established in
Miami and governed by Florida law, and call for payment of all
required monthly fees and forwarding of all relevant notices to the
Miami headquarters. The Miami headquarters sets policy and works
directly with the 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 resident, entered into a 20-year franchise
contract with appellant to operate a restaurant in Michigan.
Subsequently, when the restaurant's patronage declined, the
franchisees fell behind in their monthly payments. After extended
negotiations among the franchisees, the Michigan district office,
and the Miami headquarters proved unsuccessful in solving the
problem, headquarters terminated the franchise and 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 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 District Court lacked personal jurisdiction
over them. But the court held that the franchisees were subject to
personal jurisdiction pursuant to Florida's long-arm statute, which
extends jurisdiction to any person, whether or not a citizen or
resident 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 against the
franchisees on the merits. The Court of Appeals reversed, holding
that "[j]urisdiction under these circumstances would offend the
fundamental fairness which is the touchstone of due process." 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.
471 -487. Page 471 U. S. 463 (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 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. Pp. 471 U. S.
471 -478.

															(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 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. Pp. 471 U. S.
478 -479.

															(c) Here, appellee established a substantial and continuing
relationship with appellant's Miami headquarters, and received fair
notice from the contract documents and the course of dealings that
he might be subject to suit in Florida. The District Court found
that appellee is an "experienced and sophisticated" businessman who
did not act under economic duress or disadvantage imposed by
appellant, and appellee has pointed to no other factors that would
establish the unconstitutionality of Florida's assertion of
jurisdiction. Pp. 471 U. S.
479 -487.

															724 F.2d 1505, reversed and remanded.

															BRENNAN, J., delivered the opinion of the Court, in which
BURGER, C.J., and MARSHALL, BLACKMUN, REHNQUIST, and O'CONNOR, JJ.,
joined. STEVENS, J., filed a dissenting opinion, in which WHITE,
J., joined, post, p. 471 U. S. 487 .
POWELL, J., took no part in the consideration or decision of the
case.

															JUSTICE BRENNAN delivered the opinion of the Court.

															The State of Florida's long-arm statute extends jurisdiction to
"[a]ny person, whether or not a citizen or resident of this state,"
who, inter alia, "[b]reach[es] a contract in this state by
failing to perform acts required by the contract to be performed in
this state," so long as the cause of action Page 471 U. S. 464 arises from the alleged contractual breach. Fla.Stat. § 48.193
(1)(g) (Supp.1984). The 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 failing to make required payments in
Florida. The question presented is whether this exercise of
long-arm jurisdiction offended "traditional conception[s] of fair
play and substantial justice" embodied in the Due Process Clause of
the Fourteenth Amendment. International Shoe Co. v.
Washington, 326 U. S. 310 , 320
(1945). I A Burger King Corporation is a Florida corporation whose principal
offices are in Miami. It is one of the world's largest restaurant
organizations, with over 3,000 outlets in the 50 States, the
Commonwealth of Puerto Rico, and 8 foreign nations. Burger King
conducts approximately 80% of its business through a franchise
operation that the company styles the "Burger King System" -- "a
comprehensive restaurant format and operating system for the sale
of uniform and quality food products." App. 46. [ Footnote 1 ] Burger King licenses its
franchisees to use its trademarks and service marks for a 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 Page 471 U. S. 465 a Burger King Restaurant." Id. at 52. They also receive
market research and advertising assistance; ongoing training in
restaurant management; [ Footnote
2 ] and accounting, cost-control, and inventory-control
guidance. By permitting franchisees to tap into 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 business with significantly lowered
barriers to entry. [ Footnote
3 ]

															In exchange for these benefits, franchisees pay Burger King an
initial $40,000 franchise fee and commit themselves to payment of
monthly royalties, advertising and sales promotion fees, and rent
computed in part from monthly gross sales. Franchisees also agree
to submit to the national organization's exacting regulation of
virtually every conceivable aspect of their operations. [ Footnote 4 ] Burger King imposes these
standards and undertakes its rigid regulation out of conviction
that

															"[u]niformity of service, appearance, and quality of product is
essential to the preservation of the Burger King image and the
benefits accruing therefrom to both Franchisee and Franchisor." Id. at 31.

															Burger King oversees its franchise system through a two-tiered
administrative structure. The governing contracts Page 471 U. S. 466 provide that the franchise relationship is established in Miami
and governed by Florida law, and call for payment of all required
fees and forwarding of all relevant notices to the Miami
headquarters. [ Footnote 5 ] The
Miami headquarters sets policy and works directly with its
franchisees in attempting to resolve major 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 headquarters.

															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 the
senior partner in a Detroit accounting firm. In 1978, he was
approached by Brian MacShara, the son of a business acquaintance,
who suggested that they jointly apply to Burger King for a
franchise in the Detroit area. MacShara proposed to serve as the
manager of the restaurant if Rudzewicz would put up the investment
capital; in exchange, the two would evenly share the profits.
Believing that MacShara's idea offered attractive investment and
tax-deferral opportunities, Rudzewicz agreed to the venture. 6 id. at 438-439, 444, 460.

															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 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, Michigan. MacShara attended the
prescribed management courses in Miami during this period, see n. 2 supra, and the franchisees purchased $165,000 worth of
restaurant equipment from Burger King's Davmor Industries division
in Page 471 U. S. 467 Miami. Even before the final agreements were signed, however,
the parties began to disagree over site-development fees, building
design, computation of monthly rent, and whether the franchisees
would be able to assign their liabilities to a corporation they had
formed. [ Footnote 6 ] During
these disputes, Rudzewicz and MacShara negotiated both with the
Birmingham district office and with the Miami headquarters.
[ Footnote 7 ] With some
misgivings, Rudzewicz and MacShara finally obtained limited
concessions from the Miami headquarters, [ Footnote 8 ] signed the final agreements, and commenced
operations in June, 1979. By signing the final agreements,
Rudzewicz obligated himself personally to payments exceeding $1
million over the 20-year franchise relationship. Page 471 U. S. 468 The Drayton Plains facility apparently enjoyed steady business
during the summer of 1979, but patronage declined after a recession
began later that year. Rudzewicz and 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
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 terminated the franchise and
ordered Rudzewicz and MacShara to vacate the premises. They
refused, and continued to occupy and operate the facility as a
Burger King restaurant. B Burger King commenced the instant action in the United States
District Court for the Southern District of Florida in May, 1981,
invoking that court's diversity jurisdiction pursuant to 28 U.S.C.
§ 1332(a) and its original jurisdiction over federal trademark
disputes pursuant to § 1338(a). [ Footnote 10 ] Burger King alleged that Rudzewicz and
MacShara had breached their franchise obligations "within [the
jurisdiction of] this district court" by failing to make the
required payments "at plaintiff's place of business in Miami, Dade
County, Florida," � 6, App. 121, and also charged that they were
tortiously infringing Page 471 U. S. 469 its trademarks and service marks through their continued,
unauthorized operation as a Burger King restaurant, �� 35-53, App.
130-135. Burger King sought damages, injunctive relief, and costs
and attorney's fees. Rudzewicz and MacShara entered special
appearances and argued, inter alia, that, because they
were Michigan residents, 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
their motions after a hearing, holding that, pursuant to Florida's
long-arm statute,

															"a nonresident Burger King franchisee is subject to the personal
jurisdiction of this Court in actions arising out of its franchise
agreements." 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).

															After a 3-day bench trial, the court again concluded that it had
"jurisdiction over the subject matter and the parties to this
cause." App. 159. Finding that Rudzewicz and MacShara had breached
their franchise agreements with Burger King and had infringed
Burger King's trademarks and service marks, the court entered
judgment against them, jointly and severally, for $228,875 in
contract damages. The court also ordered them "to immediately close
Burger King Restaurant Number 775 from continued operation or to
immediately give the keys and possession of said restaurant to
Burger King Corporation," id. at 163, found that they had
failed to prove any of the required elements of their counterclaim,
and awarded costs and attorney's fees to Burger King.

															Rudzewicz appealed to the Court of Appeals for the Eleventh
Circuit. [ Footnote 11 ] A
divided panel of that Circuit reversed the Page 471 U. S. 470 judgment, concluding that the District Court could not properly
exercise personal jurisdiction over Rudzewicz pursuant to Fla.Stat.
§ 48.193(1)(g) (Supp.1984) because

															"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." Burger King Corp. v. MacShara, 724 F.2d 1505, 1513
(1984). Accordingly, the panel majority concluded that
"[j]urisdiction under these circumstances would offend the
fundamental fairness which is the touchstone of due process." Ibid. .

															Burger King appealed the Eleventh Circuit's judgment to this
Court pursuant to 28 U.S.C. § 1254(2), and we postponed probable
jurisdiction. 469 U.S. 814 (1984). Because it is unclear whether
the Eleventh Circuit actually held that Fla.Stat. § 48.193(1)(g)
(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 appeal. [ Footnote 12 ] Treating the
jurisdictional Page 471 U. S. 471 statement as a petition for a writ of certiorari, see 28 U.S.C. § 2103, we grant the petition, and now reverse. II A The Due Process Clause protects an individual's liberty interest
in not being subject to the binding judgments of a Page 471 U. S. 472 forum with which he has established no meaningful "contacts,
ties, or relations." International Shoe Co. v. Washington, 326 U.S. at 326 U. S. 319 .
[ Footnote 13 ] By requiring
that individuals have "fair warning that a particular activity may
subject [them] to the jurisdiction of foreign sovereign," Shaffer v. Heitner, 433 U. S. 186 , 433 U. S. 218 (1977) (STEVENS, J., concurring in judgment), the Due Process
Clause

															"gives a degree of predictability to the legal system that
allows potential defendants to structure their primary conduct with
some minimum assurance as to where that conduct will and will not
render them liable to suit," World-Wide Volkswagen Corp. v. Woodson, 444 U.
S. 286 , 444 U. S. 297 (1980).

															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 satisfied if the defendant has
"purposefully directed" his activities at residents of the forum, Keeton v. Hustler Magazine, Inc., 465 U.
S. 770 , 465 U. S. 774 (1984), and the litigation results from alleged injuries that
"arise out of or relate to" those activities, Helicopteros
Nacionales de Colombia, S.A. v. Hall, 466 U.
S. 408 , 466 U. S.
414 Page 471 U. S. 473 (1984). [ Footnote 15 ]
Thus

															"[t]he forum State does not exceed its powers under the Due
Process Clause if it asserts personal jurisdiction over a
corporation that delivers its products into the stream of commerce
with the expectation that they will be purchased by consumers in
the forum State"

															and those products subsequently injure forum consumers. World-Wide Volkswagen 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., supra; see also Calder
v. Jones, 465 U. S. 783 (1984) (suit against author and editor). And with respect to
interstate contractual obligations, we have emphasized that 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 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 Insurance
Co., 355 U. S. 220 , 355 U. S.
222 -223 (1957).

															We have noted several reasons why a forum legitimately may
exercise personal 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
convenient forum for redressing injuries inflicted by out-of-state
actors. Id. at 355 U. S. 223 ; see also Keeton v. Hustler Magazine, Inc., supra, at 465 U. S. 776 .
Moreover, where individuals "purposefully derive benefit" from
their interstate activities, Kulko v. California Superior
Court , Page 471 U. S. 474 436 U. S. 84 , 436 U. S. 96 (1978), it may well be unfair to allow them to escape having to
account in other States for consequences that arise proximately
from such activities; the Due Process Clause may not readily be
wielded as a territorial shield to avoid interstate obligations
that have been voluntarily assumed. And because

															"modern transportation and communications have made it much less
burdensome for a party sued to defend himself in a State where he
engages in economic activity,"

															it usually will not be unfair to subject him to the burdens of
litigating in another forum for disputes relating to such activity. McGee v. International Life Insurance Co., supra, at 355 U. S.
223 .

															Notwithstanding these considerations, the constitutional
touchstone remains whether the defendant purposefully established
"minimum contacts" in the forum State. International Shoe Co.
v. Washington, supra, at 326 U. S. 316 .
Although it has been 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 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. at 444 U. S. 295 .
Instead,

															"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." 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 of Hanson v.
Denckla, 357 U. S. 235 , 357 U.S. 253 (1958):

															"The unilateral activity of those who claim some relationship
with a nonresident defendant cannot satisfy the requirement of
contact with the forum State. The application Page 471 U. S. 475 of that rule will vary with the quality and nature of the
defendant's activity, but it is 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
invoking the benefits and protections of its laws."

															This "purposeful availment" requirement ensures that a defendant
will not be haled into a jurisdiction solely as a result of
"random," "fortuitous," or "attenuated" contacts, Keeton v.
Hustler Magazine, Inc., 465 U.S. at 465 U. S. 774 ; World-Wide Volkswagen Corp. v. Woodson, supra, at 444 U. S. 299 ,
or of the "unilateral activity of 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 contacts proximately result from
actions by the defendant himself that create a "substantial
connection" with the forum State. McGee v. International Life
Insurance Co., supra, at 355 U. S. 223 ; see also Kulko v. California Superior Court, supra, at 436 U. S. 94 n.
7. [ Footnote 18 ] Thus where
the defendant "deliberately" has Page 471 U. S. 476 engaged in significant activities within a State, Keeton v.
Hustler Magazine, Inc., 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 manifestly has availed himself of the
privilege of conducting business there, and, because his activities
are shielded by "the benefits and protections" of the forum's 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 did not physically enter the forum
State. Although territorial presence frequently will enhance a
potential defendant's affiliation with a State and reinforce the
reasonable 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 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 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. at 465 U. S.
788 -790; McGee v. International Life Insurance
Co., 355 U.S. at 355 U. S.
222 -223. Cf. Hoopeston Canning Co. v. Cullen, 318 U. S. 313 , 318 U. S. 317 (1943)

															Once it has been decided that a defendant purposefully
established minimum contacts within the forum State, these contacts
may be considered in light of other factors to determine whether
the assertion of personal jurisdiction would comport with "fair
play and substantial justice." International Shoe Co. v.
Washington, 326 U.S. at 326 U. S. 320 .
Thus, Page 471 U. S. 477 courts in "appropriate case[s]" may evaluate "the burden on the
defendant," "the forum 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 States in furthering fundamental
substantive social policies." World-Wide Volkswagen 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
contacts than would otherwise be required. See, e.g., Keeton v.
Hustler Magazine, Inc., 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 defendant who
purposefully has directed his activities at forum residents seeks
to defeat jurisdiction, he must present a compelling case that the
presence of some other considerations would render jurisdiction
unreasonable. Most such considerations 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 through application of the forum's choice-of-law
rules. [ Footnote 19 ]
Similarly, a defendant claiming substantial inconvenience may seek
a change of venue. [ Footnote
20 ] Nevertheless, minimum requirements inherent in the concept
of "fair play and substantial Page 471 U. S. 478 justice" may defeat the reasonableness of jurisdiction even if
the defendant has purposefully engaged in forum activities. World-Wide Volkswagen Corp. v. Woodson, 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 is at a "severe
disadvantage" in comparison to his opponent. The Bremen v.
Zapata Off-Shore Co., 407 U. S. 1 , 407 U. S. 18 (1972) ( re forum-selection provisions); McGee v.
International Life Insurance Co., supra, at 355 U. S.
223 -224. B (1) Applying these principles to the case at hand, we believe there
is substantial record evidence supporting the District Court's
conclusion that the assertion of personal 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 among lower courts respecting whether and to
what extent a contract can constitute a "contact" for purposes of
due process analysis. [ Footnote
21 ] If the question is whether an individual's contract with an
out-of-state party alone can automatically establish sufficient
minimum contacts in the other party's home forum, we believe the
answer 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 of performance," Hoopeston Canning Co. v. Cullen, Page 471 U. S. 479 318 U.S. at 318 U. S. 316 .
Instead, we have emphasized the need for a "highly realistic"
approach that recognizes that a "contract" is

															"ordinarily but an intermediate step serving to tie up prior
business negotiations with future consequences which themselves are
the real object of the business transaction." Id. at 318 U. S.
316 -317. It is these factors -- prior negotiations and
contemplated future consequences, along with the terms of the
contract and the parties' actual course of dealing -- that must be
evaluated in determining whether the defendant purposefully
established minimum contacts within the forum.

															In this case, no physical ties to Florida can be attributed to
Rudzewicz other than MacShara's brief training course in Miami.
[ Footnote 22 ] Rudzewicz did
not maintain offices in Florida and, for all that appears from the
record, has never even visited there. Yet this franchise dispute
grew directly out of "a contract which had 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 and negotiated with a Florida corporation for the purchase
of a long-term franchise and Page 471 U. S. 480 the manifold benefits that would derive from affiliation with a
nationwide organization. Travelers Health Assn. v.
Virginia, 339 U.S. at 339 U. S. 647 . Upon approval, 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' voluntary acceptance of the long-term and
exacting regulation of his business from Burger King's Miami
headquarters, the "quality and nature" of his relationship to the
company in Florida can in no sense be viewed as "random,"
"fortuitous," or "attenuated." Hanson v. Denckla, 357 U.S.
at 357 U.S. 253 ; Keeton
v. Hustler Magazine, Inc., 465 U.S. at 465 U. S. 774 ; World-Wide Volkswagen Corp. v. Woodson, 444 U.S. at 444 U. S. 299 .
Rudzewicz' refusal to make the contractually required payments in
Miami, and his continued use of Burger King's trademarks and
confidential business information after his termination, caused
foreseeable injuries to the corporation in Florida. For these
reasons it was, at the very least, presumptively reasonable for
Rudzewicz to be called to account there for such injuries.

															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 "the Michigan office
was, for all intents and purposes, the embodiment of Burger King,"
and that he therefore had no "reason to anticipate a Burger King
suit outside of Michigan." 724 F.2d at 1511. See also post at 471 U. S.
488 -489 (STEVENS, J., dissenting). This reasoning
overlooks substantial record evidence indicating that Rudzewicz
most certainly knew that he was affiliating himself with an
enterprise based primarily in Florida. The contract documents
themselves emphasize that Burger King's operations are conducted
and supervised from the Miami headquarters, that all relevant
notices and payments must be sent there, and that the agreements
were made in and enforced from Miami. See n 5, supra. Moreover, the parties'
actual course of dealing repeatedly confirmed that decisionmaking
authority was vested in the Miami headquarters, Page 471 U. S. 481 and that the district office served largely as an intermediate
link between the headquarters and the franchisees. When problems
arose over building design, site-development fees, rent
computation, and the defaulted payments, Rudzewicz and MacShara
learned that the Michigan office was powerless to resolve their
disputes, and could only channel their communications to Miami.
Throughout these disputes, the Miami headquarters and the Michigan
franchisees carried on a continuous course of 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 arose. See nn. 7 9 supra. Moreover, we believe the Court of Appeals gave insufficient
weight to provisions in the various franchise documents providing
that all disputes would be governed by Florida law. The franchise
agreement, for example, stated:

															"This Agreement shall become valid when executed and accepted by
BKC at Miami, Florida; it shall be deemed made and entered into in
the State of Florida and shall be governed and construed under and
in accordance with the laws of the State of Florida. The choice of
law designation does not require that all suits concerning this
Agreement be filed in Florida."

															App. 72. See also n 5, supra. The Court of Appeals reasoned that choice-of-law
provisions are irrelevant to the question of personal jurisdiction,
relying on Hanson v. Denckla for the proposition that "the
center of gravity for choice-of-law purposes does not necessarily
confer the sovereign prerogative to assert jurisdiction." 724 F.2d
at 1511-1512, n. 10, citing 357 U.S. at 357 U. S. 254 .
This reasoning misperceives the import of the quoted proposition.
The Court in Hanson and subsequent cases has emphasized
that choice-of-law analysis -- which focuses on all
elements of a transaction, and not simply on the defendant's
conduct -- is distinct from minimum-contacts jurisdictional
analysis -- which focuses at the threshold Page 471 U. S. 482 solely on the defendant's purposeful connection to the forum.
[ Footnote 23 ] Nothing in our
cases, however, suggests that a choice-of-law provision should be ignored in considering whether a defendant has
"purposefully invoked the benefits and protections of a State's
laws" for jurisdictional purposes. Although such a provision,
standing alone, would be insufficient to confer jurisdiction, we
believe that, when combined with the 20-year interdependent
relationship Rudzewicz established with Burger King's Miami
headquarters, it reinforced his deliberate affiliation with the
forum State and the reasonable foreseeability of possible
litigation there. As Judge Johnson argued in his dissent below,
Rudzewicz "purposefully availed himself of the benefits and
protections of Florida's laws" by entering into contracts expressly
providing that those laws would govern franchise disputes. 724 F.2d
at 1513. [ Footnote 24 ] (2) Nor has Rudzewicz pointed to other factors that can be said
persuasively to outweigh the considerations discussed above, and to
establish the unconstitutionality of Florida's assertion
of jurisdiction. We cannot conclude that Florida had no "legitimate
interest in holding [Rudzewicz] answerable Page 471 U. S. 483 on a claim related to" the contacts he had established in that
State. Keeton v. Hustler 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 in
providing effective means of redress for its residents"). [ Footnote 25 ] Moreover, although
Rudzewicz has argued at some length that Michigan's Franchise
Investment Law, Mich.Comp.Laws § 445.1501 et seq. (1979),
governs many aspects of this franchise relationship, he has not
demonstrated how Michigan's acknowledged interest might possibly
render jurisdiction in Florida unconstitutional. [ Footnote 26 ] Finally, the Court of
Appeals' assertion that the Florida litigation "severely impaired
[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. [ Footnote 27 ] And even to the extent that it is
inconvenient Page 471 U. S. 484 for a party who has minimum contacts with a forum to litigate
there, such 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. International Life
Insurance Co., supra, at 355 U. S. 223 ,
this is not such a case.

															The Court of Appeals also concluded, however, that the parties'
dealings involved "a characteristic disparity of bargaining power"
and "elements of surprise," and that Rudzewicz "lacked fair notice"
of the potential for litigation in Florida because the contractual
provisions suggesting to the contrary were merely "boilerplate
declarations in a lengthy printed contract." 724 F.2d at 1511-1512,
and n. 10. See also post at 471 U. S.
489 -490 (STEVENS, J., dissenting). Rudzewicz presented
many of these arguments to the District Court, contending that
Burger King was guilty of misrepresentation, fraud, and duress;
that it gave insufficient notice in its dealings with him; and that
the contract was one of adhesion. See 4 Record 687-691.
After a 3-day bench trial, the District Court found that Burger
King had made no misrepresentations, that Rudzewicz and MacShara
"were and are experienced and sophisticated businessmen," and that
"at no time" did they "ac[t] under economic duress or disadvantage
imposed by" Burger King. App. 157-158. See also 7 Record
648-649. Federal Rule of Civil Procedure 52(a) requires that
"[f]indings of fact shall not be set aside unless clearly
erroneous," and neither Rudzewicz nor the Court of Appeals has
pointed to record evidence that would support a "definite and firm
conviction" that the District Court's findings are mistaken. United States v. United States Gypsum Co., 333 U.
S. 364 , 333 U. S. 395 (1948). See also Page 471 U. S.
485 Anderson v. Bessemer City, 470 U.
S. 564 , 470 U. S.
573 -576 (1985). To the contrary, Rudzewicz was
represented by counsel throughout these complex transactions and,
as Judge Johnson observed in dissent below, was himself an
experienced accountant

															"who for five months conducted negotiations with Burger King
over the terms of the franchise and lease agreements, and who
obligated himself personally to contracts requiring over time
payments that exceeded $1 million."

															724 F.2d at 1514. Rudzewicz was able to secure a modest
reduction in rent and other concessions from Miami headquarters, see nn. 8 9 supra; moreover, to the
extent that Burger King's terms were inflexible, Rudzewicz
presumably decided that the advantages of affiliating with a
national organization provided sufficient commercial benefits to
offset the detriments. III Notwithstanding these considerations, the Court of Appeals
apparently believed that it 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
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
therefore reject any talismanic jurisdictional formulas; "the Page 471 U. S. 486 facts of each case must [always] be weighed" in determining
whether personal jurisdiction would comport with "fair play and
substantial justice." [ Footnote
28 ] Kulko v. California Superior Court, 436 U.S. at 436 U. S. 92 .
[ Footnote 29 ] The "quality
and nature" of an interstate transaction may sometimes be so
"random," "fortuitous," or "attenuated" [ Footnote 30 ] that it cannot fairly be said that the
potential defendant "should reasonably anticipate being haled into
court" in another jurisdiction. World-Wide Volkswagen Corp. v.
Woodson, 444 U.S. at 444 U. S. 297 ; see also n 18, supra. We also have emphasized that jurisdiction may not
be grounded on a contract whose terms have been obtained through
"fraud, undue influence, or overweening bargaining power," and
whose application would render litigation "so gravely difficult and
inconvenient that [a party] will for all practical purposes be
deprived of his day in court." The Bremen v. Zapata Off-Shore
Co., 407 U.S. at 407 U. S. 12 , 407 U. S. 18 . Cf. Fuentes v. Shevin, 407 U. S. 67 , 407 U. S. 94 -96
(1972); National Equipment Rental, Ltd. v. Szukhent, 375 U. S. 311 , 375 U. S. 329 (1964) (Black, J., dissenting) (jurisdictional rules may not be
employed against small consumers so as to "crippl[e] their
defense"). Just as the Due Process Clause allows flexibility in
ensuring that commercial actors are not effectively "judgment
proof" for the consequences of obligations they voluntarily assume
in other States, McGee v. International Life Insurance
Co., 355 U.S. at 355 U. S. 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 understand'"). Page 471 U. S.
487 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 Burger King's Miami
headquarters, received fair notice from the contract documents and
the course of dealing that he might be subject to suit in Florida,
and has failed to 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. §
48.193(1)(g) (Supp.1984) did not offend due process. The judgment
of the Court of Appeals is accordingly reversed, and the case is
remanded for further proceedings consistent with this opinion. It is so ordered. JUSTICE POWELL took no part in the consideration or decision of
this case.

															[ Footnote 1 ]

															Burger King's standard Franchise Agreement further defines this
system as

															"a restaurant format and operating system, including a
recognized design, decor, color scheme and style of building,
uniform standards, specifications and procedures of operation,
quality and uniformity of products and services offered, and
procedures for inventory and management control. . . ."

															App. 43.

															[ Footnote 2 ]

															Mandatory training seminars are conducted at Burger King
University in Miami and at Whopper College Regional Training
Centers around the country. See id. at 39; 6 Record
540-541.

															[ Footnote 3 ] See App. 43-44. See generally H. Brown,
Franchising Realities and Remedies 6-7, 16-17 (2d ed.1978).

															[ Footnote 4 ] 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 ("official
mandatory restaurant operating standards, specifications and
procedures"), 48-50 (building layout, displays, equipment, vending
machines, service, hours of operation, uniforms, advertising, and
promotion), 53 (employee training), 55-56 (accounting and auditing
requirements), 59 (insurance requirements). Burger King also
imposes extensive standards governing franchisee liability,
assignments, defaults, and termination. See id. at
61-74.

															[ Footnote 5 ] See id. at 10-11, 37, 43, 72-73, 113. See
infra at 471 U. S.
481 .

															[ Footnote 6 ]

															The latter two matters were the major areas of disagreement.
Notwithstanding that 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 23, Rudzewicz assumed that rent would be a function solely of
renovation costs, and he thereby underestimated the minimum monthly
rent by more than $2,000. The District Court found Rudzewicz'
interpretation "incredible." 7 Record 649.

															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. 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 concerning assignment, the
District Court found that, pursuant to the parol evidence rule, any
such assurances "even if they had been made and were misleading,
were joined and merged" into the final agreement. 7 Record 648.

															[ Footnote 7 ]

															Although Rudzewicz and MacShara dealt with the Birmingham
district office on a regular basis, they communicated directly with
the Miami headquarters in forming the contracts; moreover, they
learned that the district office had "very little" decisionmaking
authority, and accordingly turned directly to headquarters in
seeking to resolve their disputes. 5 id. at 292. See
generally App. 5-6; 5 Record 167-168, 174-179, 182-184,
198-199, 217-218, 264-265, 292-294; 6 id. at 314-316, 363,
373, 416, 463, 496.

															[ Footnote 8 ]

															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 9 ]

															Miami's policy was to "deal directly" with franchisees when they
began to encounter financial difficulties, and to involve district
office personnel only when necessary. 5 id. at 95. In the
instant case, for example, the Miami office handled all credit
problems, ordered cost-cutting measures, negotiated for a partial
refinancing of the franchisees' debts, communicated directly with
the franchisees in attempting to resolve the dispute, and was
responsible for all termination matters. See 2 id. at 59-69; 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 10 ]

															Rudzewicz and MacShara were served in Michigan with summonses
and copies of the complaint pursuant to Federal Rule of Civil
Procedure 4. 2 id. at 102-103.

															[ Footnote 11 ]

															MacShara did not appeal his judgment. See Burger King Corp.
v. MacShara, 724 F.2d 1505, 1506, n. 1 (CA11 1984). In
addition, Rudzewicz entered into a compromise with Burger King and
waived his right to appeal the District Court's finding of
trademark 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-state trademark infringement. Cf. Calder v. Jones, 465 U. S. 783 , 465 U. S.
788 -789 (1984) (tortious out-of-state conduct); Keeton v. Hustler Magazine, Inc., 465 U.
S. 770 , 465 U. S. 776 (1984) (same).

															[ Footnote 12 ]

															The District Court had found both that Rudzewicz fell within the
reach of Florida's long-arm statute, and that the exercise of
jurisdiction was constitutional. The Court of Appeals did not
consider the statutory question, however, because, as Burger King
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." 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 disagree. Our

															"overriding policy, historically encouraged by Congress, of
minimizing the mandatory docket of this Court in the interests of
sound judicial administration," Gonzalez v. Automatic Employees Credit Union, 419 U. S. 90 , 419 U. S. 98 (1974) (construing 28 U.S.C. § 1253), would be threatened if
litigants could obtain an appeal 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 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 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 U. S. 42 , n.
1 (1970) (per curiam), we believe that an appeal cannot lie where a
court of 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 statute
governs the case, and held the statute itself unconstitutional as
so applied. The 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
due process." 724 F.2d at 1513.

															Of course, if it were clear under Florida law that §
48.193(1)(g) governed every transaction falling within its literal
terms, there could be no objection to a stipulation 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., 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
(Fla.1980); Osborn v. University Society, Inc., 378 So. 2d
873, 874 (Fla.App.1979). If § 48.193(1)(g) is construed and applied
in accordance with due process limitations as a matter of state
law, then an appeal is improper, because the statute cannot be
"invalid as repugnant to the Constitution . . . of the United
States," 28 U.S.C. § 1254(2), since its boundaries are defined by,
rather than being in excess of, the Due Process Clause. See,
e.g., Calder v. Jones, supra, at 465 U. S.
787 -788, n. 7; Kulko v. California Superior
Court, 436 U. S. 84 , 436 U. S. 90 ,
and n. 4 (1978).

															[ Footnote 13 ]

															Although this protection operates to restrict state power, it
"must be seen as ultimately a function of the individual liberty
interest preserved by the Due Process Clause," rather than as a
function "of federalism concerns." Insurance Corp. of Ireland
v. Compagnie des Bauxites de Guinee, 456 U.
S. 694 , 456 U. S.
702 -703, n. 10 (1982).

															[ Footnote 14 ]

															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. 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 controversies for
resolution within a particular jurisdiction. See National
Equipment 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 and unjust," The Bremen v. Zapata Off-Shore
Co., 407 U. S. 1 , 407 U. S. 15 (1972), their enforcement does not offend due process.

															[ Footnote 15 ]

															"Specific" jurisdiction contrasts with "general" jurisdiction,
pursuant to which

															"a State exercises personal jurisdiction over a defendant in a
suit not arising out of or related to the defendant's contacts with
the forum." Helicopteros Nacionales de Colombia, S.A. v. Hall, 466
U.S. at 466 U. S. 414 ,
n. 9; see also Perkins v. Benguet Consolidated Mining Co., 342 U. S. 437 (1952).

															[ Footnote 16 ] See, e.g., World-Wide Volkswagen Corp. v. Woodson, 444 U. S. 286 , 444 U. S. 299 (1980) (BRENNAN, J., dissenting); Shaffer v. Heitner, 433 U. S. 186 , 433 U. S. 219 (1977) (BRENNAN, J., concurring in part and dissenting in
part).

															[ Footnote 17 ]

															Applying this principle, the Court has held that the Due Process
Clause forbids the exercise of personal jurisdiction over an
out-of-state automobile distributor whose only tie to the forum
resulted from a customer's decision to drive there, World-Wide
Volkswagen Corp. v. Woodson, supra; over a divorced husband
sued for child support 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 a trustee whose only connection with
the forum resulted from the settlor's decision to exercise her
power of appointment there, Hanson v. Denckla, 357 U. S. 235 (1958). In such instances, the defendant has had no "clear notice
that it is subject to suit" in the forum, and thus no opportunity
to "alleviate the risk of burdensome litigation" there. World-Wide Volkswagen Corp. v. Woodson, supra, at 444 U. S.
297 .

															[ Footnote 18 ]

															So long as it creates a "substantial connection" with the forum,
even a single act can support jurisdiction. McGee v.
International Life Insurance Co., 355 U.S. at 355 U. S. 223 .
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
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 from the belief that, with respect to this
category of "isolated" acts, id. at 444 U. S. 297 ,
the reasonable foreseeability of litigation in the forum is
substantially diminished.

															[ Footnote 19 ] See Allstate Insurance Co. v. Hague, 449 U.
S. 302 , 449 U. S.
307 -313 (1981) (opinion of BRENNAN, J.). See
generally Restatement (Second) of Conflict of Laws §§ 6, 9
(1971).

															[ Footnote 20 ] See, e.g., 28 U.S.C. § 1404(a) ("For the convenience of
parties and witnesses, in the interest of justice, a district court
may transfer any civil action to any other district or division
where it might have been brought"). This provision embodies in an
expanded version the common law doctrine of forum non
conveniens, under which a court in appropriate circumstances
may decline to exercise its jurisdiction in the interest of the
"easy, expeditious and inexpensive" resolution of a controversy in
another forum. See Gulf Oil Corp. v. Gilbert, 330 U.
S. 501 , 330 U. S.
508 -509 (1947).

															[ Footnote 21 ] See, e.g., Lakeside Bridge & Steel Co. v. Mountain State
Construction Co., 445 U. S. 907 ,
909-910 (1980) (WHITE, J., dissenting from denial of certiorari)
(collecting cases); Brewer, Jurisdiction in Single Contract Cases,
6 U.Ark.Little Rock L.J. 1, 7-11, 13 (1983); Note, Long-Arm
Jurisdiction in Commercial Litigation: When is a Contract a
Contact?, 61 B.U.L.Rev. 375, 384-388 (1981).

															[ Footnote 22 ]

															The Eleventh Circuit held that MacShara's presence in Florida
was irrelevant to the question of Rudzewicz' minimum contacts with
that forum, reasoning that "Rudzewicz and MacShara never formed a
partnership" and "signed the agreements in their individual
capacities." 724 F.2d at 1513, n. 14. The two did jointly form a
corporation through which they were seeking to conduct the
franchise, however. See n 6, supra. They were required to decide which
one of them would travel to Florida to satisfy the training
requirements so that they could commence business, and Rudzewicz
participated in the decision that MacShara would go there. We have
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 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 Burger King University is not
pivotal to the disposition of this case, we need not resolve the
permissible bounds of such attribution.

															[ Footnote 23 ] Hanson v. Denckla, 357 U.S. at 357 U.S. 253 -254. See also Keeton
v. Hustler Magazine, Inc., 465 U.S. at 465 U. S. 778 ; Kulko v. California Superior Court, 436 U.S. at 436 U. S. 98 ; Shaffer v. Heitner, 433 U.S. at 433 U. S.
215 .

															[ Footnote 24 ]

															In addition, the franchise agreement's disclaimer that the
"choice of law designation 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 implication, such suits could be filed there.

															The lease also provided for binding arbitration in Miami of
certain condemnation disputes, id. at 113, and Rudzewicz
conceded the validity of this provision at oral argument, Tr. of
Oral Arg. 37. Although it does not govern the instant dispute, this
provision also should have made it apparent to the franchisees that
they were dealing directly with the Miami headquarters, and that
the Birmingham district office was not, "for all intents
and purposes, the embodiment of Burger King." 724 F.2d at 1511.

															[ Footnote 25 ]

															Complaining that "when Burger King is the plaintiff, you won't have it your way,' because it sues all franchisees in Miami,"
Brief for Appellee 19, Rudzewicz contends that Florida's interest
in providing a convenient forum is negligible, given the company's
size and ability to conduct litigation anywhere in the country. We
disagree. Absent compelling 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 wealth. [ Footnote 26 ]

															Rudzewicz has failed to show how the District Court's exercise
of jurisdiction in this case might have been at all inconsistent
with Michigan's interests. To the contrary, the court found that
Burger King had fully complied with Michigan law, App. 159, and
there is nothing in Michigan's franchise Act suggesting that
Michigan would attempt to assert exclusive jurisdiction to resolve
franchise disputes affecting its residents. In any event,
minimum-contacts analysis presupposes that two or more States may
be interested in the outcome of a dispute, and the process of
resolving potentially conflicting "fundamental substantive social
policies," World-Wide Volkswagen Corp. v. Woodson, 444
U.S. at 444 U. S. 292 ,
can usually be accommodated through choice-of-law rules, rather
than through outright preclusion of jurisdiction in one forum. See n 19, supra. [ Footnote 27 ]

															The only arguable instance of trial inconvenience occurred when
Rudzewicz had difficulty in authenticating some corporate records;
the court offered him as much time as would be necessary to secure
the requisite authentication from the Birmingham district office,
and Burger King ultimately stipulated to their authenticity rather
than delay the trial. See 7 Record 574-575, 578-579, 582,
598-599.

															[ Footnote 28 ]

															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 different
decisionmaking structures, such that a franchisee should not
reasonably anticipate out-of-state litigation. Moreover,
commentators have argued that franchise 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 these reasons, we reject Burger King's suggestion for
"a general rule, or at least a presumption, that participation in
an interstate franchise relationship" represents consent to the
jurisdiction of the franchisor's principal place of business. Brief
for Appellant 46.

															[ Footnote 29 ]

															This approach does, of course, preclude clear-cut jurisdictional
rules. But any inquiry 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
among them, the shades are innumerable.'" Kulko v. California
Superior Court, 436 U.S. at 436 U. S.
92 . [ Footnote 30 ] Hanson v. Denckla, 357 U.S. at 357 U.S. 253 ; Keeton v. Hustler
Magazine, Inc., 465 U.S. at 465 U. S. 774 ; World-Wide Volkswagen Corp. v. Woodson, 444 U.S. at 444 U. S.
299 .

															JUSTICE STEVENS, with whom JUSTICE WHITE joins, dissenting.

															In my opinion, there is a significant element of unfairness in
requiring a franchisee to defend a case of this kind in the forum
chosen by the franchisor. It is undisputed that appellee maintained
no place of business in Florida, that he had no employees in that
State, and that he was not licensed to do business there. Appellee
did not prepare his French fries, shakes, and hamburgers in
Michigan, and then deliver them into the stream of commerce "with
the expectation that they [would] be purchased by consumers in"
Florida. Ante at 471 U. S. 473 .
To the contrary, appellee did business only in Michigan, his
business, property, and payroll taxes were payable in that State,
and he sold all of his products there.

															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 Court seems ultimately to rely on nothing more than standard
boilerplate language contained in various documents, ante at 471 U. S.
481 , Page 471 U. S. 488 to establish that appellee " purposefully availed himself of
the benefits and protections of 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 significantly, in the resolution of the disputes that
inevitably arise from time to time in such relationships. Judge Vance's opinion for the Court of Appeals for the Eleventh
Circuit adequately explains why I would affirm the judgment of that
court. I particularly find the following more persuasive than what
this Court has written today:

															"Nothing in the course of negotiations gave Rudzewicz reason to
anticipate a Burger King suit outside of Michigan. The only
face-to-face or even oral contact Rudzewicz had with Burger King
throughout months of protracted negotiations was with
representatives of the Michigan office. Burger King had the
Michigan office interview Rudzewicz and MacShara, appraise their
application, discuss price terms, recommend the site which the
defendants finally agreed to, and attend the final closing
ceremony. 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 as far as the
record reveals, he has never even visited the state."

															"The contracts contemplated the startup of a local Michigan
restaurant whose profits would derive solely from food sales made
to customers in Drayton Plains. The sale, 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 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 office was for all intents and purposes the embodiment Page 471 U. S. 489 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 impairs the franchisee's financial
preparedness. In a franchise contract, 'the franchisor normally
occupies [the] dominant role.' . . ."

															"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.

Summary: The Supreme Court ruled that a Florida court could exercise personal jurisdiction over a Michigan resident who had entered into a franchise contract with a Florida-based company, Burger King, without violating the Due Process Clause of the Fourteenth Amendment. The Court found that the franchisee had established a substantial and continuing relationship with the Florida corporation and should have reasonably anticipated being sued there. This decision set a precedent for specific jurisdiction, where a forum can assert jurisdiction over a nonresident defendant if the alleged injury arises from their purposeful actions directed at the forum.