By: Justin C. Carlin
I recently wrote about the enforceability of forum-selection clauses in Florida business contracts. The Florida Third District Court of Appeal recently issued an opinion enforcing a forum-selection clause. A full copy of the opinion can be found here.
The case, Quick Cash, LLC v. Tradenet Enterprise, Inc., involved a business contract between two corporations, one of which filed suit in Florida. The defending corporation moved to dismiss the lawsuit, because the contract in question provided that jurisdiction and venue would be in another State. Specifically, the contract read: “This purchase order shall be deemed entered into and performed in the State of California and Buyer consents to the jurisdiction of the State of California for purposes of enforcement of the terms hereof.” The Florida trial court dismissed the action for lack of jurisdiction, and the plaintiff appealed.
Tellingly, the Florida appellate court spent little time addressing the factual background of the case. Instead, it focused on the plain language of the Florida business contract:
The forum selection clause in the instant case contains “words of exclusivity.” The inclusion of the phrase “shall be deemed entered into and performed in the State of California . . . for purposes of enforcement of the terms hereof” indicates that the parties intended for California to be the sole venue for the enforcement of the terms of the purchase order. The phrase “consents to the jurisdiction of the State of California,” must be read together with the adjoining words of exclusivity. Were this case to proceed in Florida, the words of exclusivity in the clause would be rendered meaningless. World Vacation Travel, S.A., de C.V. v. Brooker, 799 So. 2d 410, 412 (Fla. 3d DCA 2001) (stating that to interpret the forum selection clause in that case as permissive would render certain portions of the clause “utterly meaningless,” in violation of Florida’s principles of contract interpretation).
After the Quick Cash case (if not before that case), it’s quite clear that forum-selection clauses are generally enforceable in Florida. The only exception is still when the forum is inadequate—such as, for example, when the forum’s laws are inconsistent with Florida public policy, or when the forum fails to accord litigants with fundamental, constitutional due process rights. The lesson for Florida business owners: Read the forum-selection clause in your contract and think twice about what you’re agreeing to, or else you could end up litigating a case in an unfamiliar forum at great expense.
If you’re involved in commercial litigation in Fort Lauderdale or elsewhere in Florida, please call a business attorney Fort Lauderdale at (954) 440–0901 to schedule a consultation. The Carlin Law Firm, PLLC regularly provides legal advice to all kinds of business entities and regularly assists clients with litigating business disputes in Florida state and federal courts.