forum selection clause in Florida

2022Manrique v. Fabbri, 493 So. 2d 437, 440 (Fla. 1986) (“‘[C]ourts possess discretion to decline to exercise jurisdiction in recognition of the parties’ free and voluntary choice of a different forum.’” (quoting Smith, Valentino & Smith, Inc. v. Superior Court of Los Angeles County, 17 Cal. 3d 491, 495 (1976))); Farmers Grp., Inc. v. Madio & Co., Inc., 869 So. 2d 581, 582 (Fla. 4th DCA 2004) (stating the court will “not preclude enforcement of an otherwise valid forum selection clause where . . . there is a significant and obvious nexus between the claim and the Agreement”); World Vacation Travel

2017The test for the unreasonableness or injustice of a forum selection clause, the Florida Supreme Court said, was not “mere inconvenience or additional expense.” Id. at 440 n.4.

2024See Sika Corp., 338 So. 3d at 34 (“A forum selection clause is mandatory where the plain language used by the parties indicates ‘exclusivity.’” (quoting Antoniazzi v. Wardak, 259 So. 3d 4 206, 209 (Fla. 3d DCA 2018))); World Vacation Travel, S.A., 799 So. 2d at 412 (holding that clause specifying “both parties agree and accept to be subjected to the jurisdiction and competence of the [courts] of the city of Cancun . . . forsaking any other jurisdiction” was mandatory).

2022Manrique v. Fabbri, 493 So. 2d 437, 440 (Fla. 1986) (“‘[C]ourts possess discretion to decline to exercise jurisdiction in recognition of the parties’ free and voluntary choice of a different forum.’” (quoting Smith, Valentino & Smith, Inc. v. Superior Court of Los Angeles County, 17 Cal. 3d 491, 495 (1976))); Farmers Grp., Inc. v. Madio & Co., Inc., 869 So. 2d 581, 582 (Fla. 4th DCA 2004) (stating the court will “not preclude enforcement of an otherwise valid forum selection clause where . . . there is a significant and obvious nexus between the claim and the Agreement”); World Vacation Travel

2019"Instead, the *793 test is whether, when read as a whole, the forum selection clause indicates that the parties intended to try a case in the specified forum and to the exclusion of all others." Id. (citing Celistics, LLC v. Gonzalez , 22 So.3d 824 , 825 (Fla. 3d DCA 2009) ).

2019"Instead, the *793 test is whether, when read as a whole, the forum selection clause indicates that the parties intended to try a case in the specified forum and to the exclusion of all others." Id. (citing Celistics, LLC v. Gonzalez , 22 So.3d 824 , 825 (Fla. 3d DCA 2009) ).

2024P’ship v. Conn, 829 So. 2d 356, 358 (Fla. 5th DCA 2002).

2013Importantly, “[i]f the forum selection clause state[s] or clearly indicated] that any litigation must or shall be initiated in a specified forum, then it is mandatory.” Sonus-USA, Inc., 966 So.2d at 993 (quoting Shoppes L.P. v. Conn, 829 So.2d 356, 358 (Fla. 5th DCA 2002) (internal quotation marks omitted) (emphasis added).

2014Our supreme court has held that “a forum selection clause, designating Florida as the forum, cannot operate as the sole basis for Florida to exercise personal jurisdiction over an objecting non-resident defendant.” McRae v. J.D./M.D., Inc., 511 So.2d 540, 542 (Fla.1987).

2014See id.; see also McRae, 511 So.2d at 548 (finding no basis independent from the forum selection clause to exercise jurisdiction).

2025For example, in Quinones, the Florida Supreme Court found that the forum selection clause was permissive, not mandatory, because it provided that the creditor “may” institute legal proceedings in specified courts, not that it “shall” do so. 509 So. 2d at 275 (emphasis added).

2007Quinones, 509 So.2d at 275 (emphasis added); see also Regal Kitchens, 894 So.2d at 290 (holding that a forum selection clause is permissive where it provides that "[a]ny litigation concerning this contract shall be governed by the law of the State of Florida, with proper venue in Palm Beach County") (emphasis added); Cardoso v. FPB Bank, 879 So.2d 1247, 1249 (Fla. 3d DCA 2004) (holding that forum selection clause, which provides that "[a]ny legal action or proceeding against Borrower and/or Guarantor with respect to this Agreement, the Note, the Loan and the Guarantee hereunder may be brought

2025“If the forum selection clause states or clearly indicates that any litigation must or shall be initiated in specified forum, then the clause is mandatory and must be honored by the trial court in the absence of a showing that the clause is unreasonable or unjust.” Michaluk v. Credorax (USA), Inc., 164 So. 3d 719, 722-23 (Fla. 3d DCA 2015) (cleaned up) (quoting Travel Exp.

2024See Michaluk v. Credorax (USA), Inc., 164 So. 3d 719 (Fla. 3d DCA 2015) (discussing in detail various cases determining whether a forum selection clause is mandatory or permissive). “[P]ermissive forum clauses constitute nothing more than a consent to jurisdiction and venue in the named forum and do not exclude jurisdiction or venue in other forums.” Shoppes Ltd.

2023Where a forum selection clause lacks words of exclusivity, it is considered permissive, and it is “nothing more than a consent to jurisdiction and venue in the named forum and do[es] not exclude jurisdiction or venue in any other forum.” Id.

2023Fla. 2021); see also Golden Palm Hosp., Inc. v. Stearns Bank Nat’l Ass’n, 874 So. 2d 1231, 1235 (Fla. 5th DCA 2004) (“[I]t is generally appropriate for a court in Florida, as a procedural issue, to determine the validity and enforceability of a forum selection clause despite a choice of law provision in the agreement.”).

2024See M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972) (“[Forum selection] clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party 2 The forum selection clause at issue provides: “It is also hereby agreed that any dispute arising hereunder shall be subject to the exclusive jurisdiction of the Federal courts of the United States of America, in particular, the Federal District court within which you the Assured resides or the Federal District court within which your insurance agent resides.” 3 to be ‘unreasonable’ under the circumstances.”)

2024Moreover, Manrique relied on M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972), which also bases its analysis on unreasonableness: “The correct approach would have been to enforce the forum clause specifically unless Zapata could clearly show that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” The Court further explained that the party challenging the forum selection clause bears a heavy burden: “it should be incumbent on the party seeking to escape his contract to show that trial in the contractual forum will be

2025Clarke offered no evidence to avoid enforcement of the forum selection clause.” (quoting Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 589 (1991))); Pierce L.

2024See M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972) (“[Forum selection] clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party 2 The forum selection clause at issue provides: “It is also hereby agreed that any dispute arising hereunder shall be subject to the exclusive jurisdiction of the Federal courts of the United States of America, in particular, the Federal District court within which you the Assured resides or the Federal District court within which your insurance agent resides.” 3 to be ‘unreasonable’ under the circumstances.”)

2022Here, it is undisputed by the parties that the forum selection clause at issue is mandatory. 1 West Bay argues, however, that because it is a non-signatory to the warranty it should not be bound by the mandatory forum selection clause. “[T]his Court has previously held that the mandatory nature of a forum 1 The warranty specifically provides, “[t]he parties submit to the exclusive jurisdiction of the federal and state courts in the State of New Jersey to resolve any disputes arising out of, or in connection with, this Warranty.” 4 selection clause ‘equally applies to the non-signatory defendan

2022STANDARD OF REVIEW “The trial court's construction of the forum selection clause is subject to de novo review.” Antoniazzi v. Wardak, 259 So. 3d 206, 209 (Fla. 3d DCA 2018).

2017Celistics, 22 So.3d at 826 (holding that a forum selection clause which reads that “the parties agree to select the venue and jurisdiction of the Courts and Tribunals of the city of Madrid” was mandatory based on the definitions of the words “agree” and “select”); Weisser, 967 So.2d at 331-32 (holding that a forum selection clause was mandatory because it contained “words of exclusivity”).

2009Boxing & Athletic Ass’n, Inc. v. Young, 911 So.2d 862, 865 (Fla. 2d DCA 2005) (finding that decedent merely consented to jurisdiction in Michigan by signing clause that began "I consent and agree” notwithstanding use of ‘'shall” in same clause because the inconsistent language merely created ambiguity that had to be resolved against the drafter of clause), disagreed with by Weisser v. PNC Bank, N.A., 967 So.2d 327, 331 (Fla. 3d DCA 2007) (“We do not agree with the Second District's position in American Boxing that because the forum selection clause contains the words 'consent' and 'shall' this

2024Sauder v. Rayman, 800 So. 2d 355, 359 (Fla. 4th DCA 2001) (holding “the parties submit” language in a forum selection clause to be permissive).

2024Sauder v. Rayman, 800 So. 2d 355, 359 (Fla. 4th DCA 2001) (holding “the parties submit” language in a forum selection clause to be permissive).

2021(Emphasis added.) Global nevertheless contends this paragraph’s reference to “jurisdiction” does not relate to the forum where the dispute or claim must be brought, but rather the jurisdictional authority of the Cayman Islands to hear the dispute or claim. 3 As ostensible support for this proposition, Global relies on a quote taken from Taurus Stornoway Invs., LLC v. Kerley, 38 So. 3d 840, 842 (Fla. 1st DCA 2010): “Venue and jurisdiction are not synonymous; rather venue concerns the privilege of being accountable to a particular court in a particular location, whereas jurisdiction is the ‘powe

2016See Taurus Stornoway Inv., LLC v. Kerley, 38 So.3d 840 (Fla. 1st DCA 2010)(dismissing case after determining that a forum selection clause calling for all disputes to be resolved by Massachusetts courts was valid and enforceable).

2023To establish the “unjust or unreasonable” nature of a forum selection clause, the party seeking avoidance must show that enforcement of the clause would result in “no forum at all.” Espresso Disposition, 105 So. 3d at 595 ; Est. of Stern v. Oppenheimer Tr.

2015“Generally, a forum selection clause is mandatory where the plain language used by the parties indicates ‘exclusivity.’ ” Espresso Disposition, 105 So.3d at 595 (citing Golden Palm Hospitality, Inc. v. Stearns Bank Nat’l Ass’n, 874 So.2d 1231, 1236 (Fla. 5th DCA 2004)).

2019"Instead, the *793 test is whether, when read as a whole, the forum selection clause indicates that the parties intended to try a case in the specified forum and to the exclusion of all others." Id. (citing Celistics, LLC v. Gonzalez , 22 So.3d 824 , 825 (Fla. 3d DCA 2009) ).

2019"Instead, the *793 test is whether, when read as a whole, the forum selection clause indicates that the parties intended to try a case in the specified forum and to the exclusion of all others." Id. (citing Celistics, LLC v. Gonzalez , 22 So.3d 824 , 825 (Fla. 3d DCA 2009) ).

2022Manrique v. Fabbri, 493 So. 2d 437, 440 (Fla. 1986) (“‘[C]ourts possess discretion to decline to exercise jurisdiction in recognition of the parties’ free and voluntary choice of a different forum.’” (quoting Smith, Valentino & Smith, Inc. v. Superior Court of Los Angeles County, 17 Cal. 3d 491, 495 (1976))); Farmers Grp., Inc. v. Madio & Co., Inc., 869 So. 2d 581, 582 (Fla. 4th DCA 2004) (stating the court will “not preclude enforcement of an otherwise valid forum selection clause where . . . there is a significant and obvious nexus between the claim and the Agreement”); World Vacation Travel

2018Farmers Grp., Inc. v. Madio & Co., Inc., 869 So. 2d 581, 582 (Fla. 4th DCA 2004).

2024See Leslie v. Carnival Corp., 22 So. 3d 561, 563 (Fla. 3d DCA 2008) (applying federal maritime law and enforcing a forum selection clause despite the plaintiffs’ argument that the clause stripped them of their state constitutional right to a jury trial), aff’d by an equally divided court en banc, 22 So. 3d 567 (Fla. 3d DCA 2009).

2023See Leslie v. Carnival Corp., 22 So. 3d 561, 563 (Fla. 3d DCA 2008) (applying federal maritime law and enforcing a forum selection clause despite the plaintiffs’ argument that the clause stripped them of their state constitutional right to a jury trial), aff’d by an equally divided court en banc, 22 So. 3d 567 (Fla. 3d DCA 2009).

2024In Bombardier, appellee argued that a forum selection clause was not enforceable “where the forum selection clause is the product of overwhelming bargaining power on the part of one party . . . .” Id. at 134 .

2012Group, Inc., 801 So.2d 131, 135 (Fla. 4th DCA 2001) (noting that in order to void a forum selection clause for fraud, one must show that the clause itself is the product of fraud or that alternatively, “[t]he fraud complained of must relate to the inclusion of the clause in the contract.’ ”) (citation omitted); Golden Palm Hospitality, Inc. v. Steams Bank Nat’l Ass’n, 874 So.2d 1231, 1235 (Fla. 5th DCA 2004) (same).

2015Lyons, Inc., 966 So.2d 992 (Fla. 5th DCA 2007) to support its position that the forum selection clause in the instant case is mandatory.

2015Lyons, Inc., 966 So. 2d 992 (Fla. 5th DCA 2007) to support its position that the forum selection clause in the instant case is mandatory.

2025See Fairbanks Contracting & Remodeling, Inc. v. Hopcroft, 169 So. 3d 282 (Fla. 4th DCA 2015) (applying principles concerning the scope of an arbitration provision to a forum selection clause).

2023Fla. Feb. 17, 2016) (“In general, the Carmack Amendment governs interstate cargo claims, controls and limits the liability of common carriers for in-transit cargo, and preempts common or state law remedies that increase a common carrier's liability beyond the actual loss or injury to the property.”) In further support of its motion to dismiss, Total Quality Logistics filed an affidavit from its risk manager, setting forth the business relationship between the parties and attaching and authenticating the parties’ signed, written agreements which included the mandatory forum selection clause DCA

2024See, e.g., Interactive Retail Mgmt., Inc. v. Microsoft Online, L.P., 988 So. 2d 717, 721 (Fla. 2d DCA 11 2008) ("Because there were disputed issues of fact concerning the existence of a valid and enforceable forum selection clause, the trial court should have held an evidentiary hearing before granting the motion to dismiss for improper venue."); Leatherwood, 885 So. 2d at 998 (holding that a factual dispute concerning the enforceability of a forum selection clause required reversal of an order dismissing the complaint and remand for an evidentiary hearing).

2023See, e.g., Interactive Retail Mgmt., 988 So. 2d at 721 (holding that because there were disputed issues of fact 7 concerning the existence of a valid and enforceable forum selection clause, the trial court should have held an evidentiary hearing before granting the motion to dismiss for improper venue); Leatherwood v. Cardservice Int'l, Inc., 885 So. 2d 997, 998 (Fla. 4th DCA 2004) (holding that a factual dispute concerning the enforceability of a forum selection clause required reversal of an order dismissing the complaint and remand for an evidentiary hearing).

2015(Emphasis added.) Although cases such as Management Computer Controls, Inc. v. Charles Perry Construction, Inc., 743 So.2d 627 (Fla. 1st DCA 1999), and First Pacific Corp. v. Sociedade de Empreendimentos e Construcoes, Ltd., 566 So.2d 3 (Fla. 3d DCA 1990), concluded that the FDUTPA claims at issue were not subject to a forum selection clause, we agree that there is no per se rule.

2001In Management Computer Controls, Inc. v. Charles Perry Constr., Inc., 743 So.2d 627, 632 (Fla. 1st DCA 1999), the First District held that the forum selection clause did not apply to an unfair trade claim because that claim was severable from the other claims that had been brought, and did not arise solely out of the contract at issue.

2024See Leslie v. Carnival Corp., 22 So. 3d 561, 563 (Fla. 3d DCA 2008) (applying federal maritime law and enforcing a forum selection clause despite the plaintiffs’ argument that the clause stripped them of their state constitutional right to a jury trial), aff’d by an equally divided court en banc, 22 So. 3d 567 (Fla. 3d DCA 2009).

2023See Leslie v. Carnival Corp., 22 So. 3d 561, 563 (Fla. 3d DCA 2008) (applying federal maritime law and enforcing a forum selection clause despite the plaintiffs’ argument that the clause stripped them of their state constitutional right to a jury trial), aff’d by an equally divided court en banc, 22 So. 3d 567 (Fla. 3d DCA 2009).

2023“As a general principle, a trial court must honor a mandatory forum selection clause in a contract in the absence of a showing that the clause is unreasonable or unjust.” 4 Id. (emphasis added) 3 See Antonin Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal Texts 51 (2012). 4 To clear this high legal hurdle, the party seeking avoidance must demonstrate much more than “mere inconvenience or additional expense”; rather he must establish that “trial in the contractual forum will be so gravely difficult and inconvenient that 5 The plain language of the forum selection clause sub j

2010Because Paragraph 12 is a mandatory, not permissive, forum selection clause, Travel Express Investment Inc. v. AT & T Corp., 14 So.3d 1224 (Fla. 5th DCA 2009), we find that the trial court correctly determined that the present dispute between Singer and Unibilt was required, pursuant to the unambiguous terms of the forum selection clause, to be litigated in the state of Michigan.

2006Therefore, as Carnival did not waive its right to enforce the forum selection clause and the enforcement of the forum selection clause is not unreasonable under the circumstances, see Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 , 111 S.Ct. 1522 , 113 L.Ed.2d 622 (1991)("It bears emphasis that forum-selection clauses contained in form passage contracts are subject to judicial scrutiny for fundamental fairness."); Norwegian Cruise Line, Ltd. v. Clark, 841 So.2d 547, 550 (Fla. 2d DCA 2003)("A party contesting enforcement of a forum selection provision bears the `heavy burden' of demon

2003This case presents the same issue we recently decided in Norwegian Cruise Line, Ltd. v. Clark, 841 So.2d 547 (Fla. 2d DCA 2003), where the trial court denied transfer of venue based on a forum selection clause in a form cruise ticket contract.

2024Servs., Inc., 242 So. 3d 450, 454 (Fla. 1st DCA 2018) ("A forum-selection clause can survive an agreement's termination even 10 without an explicit survival provision.").

2024That is because "[u]nlike the substantive rights and obligations in a contract, a forum-selection clause is a structural provision that addresses the procedural requirements for dispute resolution." Id. at 453 ; see also Silverpop Sys., Inc. v. Leading Mkt.