Due process requires that a defendant have fair warning that conduct may subject him to suit in the forum. In a specific-jurisdiction case, this requirement is satisfied when the defendant purposefully directs activities toward forum residents and the litigation arises out of or relates to those activities. The defendant's own deliberate conduct—not random, fortuitous, attenuated, or third-party-created contacts—must form the necessary connection with the forum.
Physical presence in the forum is not indispensable. Modern commercial relationships often proceed through mail and telephone communications, and a party may purposefully avail himself of a forum even without traveling there. A defendant who deliberately creates continuing obligations with forum residents and benefits from that relationship ordinarily may be required to answer in that forum for disputes arising from it.
A contract alone does not automatically create sufficient minimum contacts with the other party's home State. Courts must instead take a realistic view of the whole commercial relationship: the parties' prior negotiations, the future consequences contemplated by the agreement, the agreement's terms, and their actual course of dealing.
Rudzewicz deliberately reached beyond Michigan to obtain the benefits of a Burger King franchise with a Florida-based corporation. He entered a carefully structured 20-year relationship involving continuing financial and regulatory obligations to Burger King's Miami headquarters. Required payments went to Miami, Miami handled key decisions and negotiations, and the dispute itself arose from his failure to make payments required there.
The franchise documents and the parties' dealings gave Rudzewicz fair notice of his Florida connection. The agreements said they were made in Florida, required Florida payments and notices, and selected Florida law. A choice-of-law clause cannot alone establish jurisdiction, but in combination with the long-term relationship and repeated direct communications with Miami, it reinforced his deliberate affiliation with Florida and the foreseeability of litigation there.
Once purposeful minimum contacts exist, courts also consider fairness: the defendant's burden, the forum State's interest, the plaintiff's interest in effective relief, systemic efficiency, and the States' substantive policy interests. Florida had a legitimate interest in providing Burger King, a Florida resident, a forum for injuries arising from a relationship centered in part at its Miami headquarters.
Rudzewicz did not make a compelling showing that Florida litigation was constitutionally unreasonable. The record did not support the claim that he could not obtain Michigan evidence or witnesses, and ordinary inconvenience generally can be addressed through venue transfer or similar procedural measures. Michigan's interest in its franchise law did not eliminate Florida's jurisdictional interest, especially because choice-of-law rules can address competing substantive policies.
The Court also rejected the assertion that unequal bargaining power or boilerplate terms made jurisdiction unfair on these facts. After trial, the District Court found that Rudzewicz was a sophisticated businessman represented by counsel, had negotiated for months, obtained some concessions from Burger King, and was not subjected to fraud, misrepresentation, or economic duress. Those factual findings were not clearly erroneous.
The Court did not create a blanket rule that every interstate franchisee is subject to suit at the franchisor's headquarters. A franchise relationship may be so locally centered, attenuated, or unfairly structured that out-of-state jurisdiction would fail due process. But this franchisee's substantial, continuing, and knowing relationship with Miami made Florida jurisdiction constitutional.