Will a Florida court enforce our forum-selection clause, and can a Florida-law clause keep the case here?
Forum-selection clauses should be enforced in the absence of a showing that enforcement would be unreasonable or unjust, and trial courts can protect a party by refusing to enforce provisions that are unreasonable or result from unequal bargaining power (Manrique). Manrique reached that holding by rejecting the Third District's line that such clauses impermissibly oust a Florida court of jurisdiction and adopting instead the view of The Bremen v. Zapata and the Fourth District's Maritime decision; a unanimous court quashed the decision under review and disapproved three Third District decisions to the extent they conflicted. A choice-of-law provision is not a forum-selection clause. In Tribeca a clause saying the agreement 'will be governed by the laws of the State of Florida ..., a jurisdiction accepted by the parties' was a choice of law, and the word 'jurisdiction' only identified Florida as the source of governing law. Under Fla. Stat. § 47.025, a venue provision in a contract for improvement to real property that requires legal action involving a resident contractor, subcontractor, sub-subcontractor or materialman to be brought outside Florida is void as a matter of public policy. To that extent the action must be brought in the county where the defendant resides, where the cause accrued or where the property is located, unless the parties stipulate to another venue AFTER the dispute arises.
The trap
Tribeca is the drafting lesson. Language accepting Florida as 'a jurisdiction' in a governing-law clause was read as a choice of law, and the Third District decision that had used it to find personal jurisdiction over a foreign party was quashed. The Court contrasted clauses it had treated as forum selection, which named a venue ('venue shall be in Palm Beach County, Florida') or expressly submitted the parties 'to the venue and jurisdiction of the Courts' of a place. If a Florida forum is wanted, say so in those terms. Tribeca states the positive side of the same point: a clear and unambiguous contract is enforced on its plain language, and choice-of-law clauses 'consistently provide that the agreement be governed, construed, interpreted, or enforced by or in accordance with the laws of' the chosen state, which is all the clause before the court did. § 47.025 is the second limit: for a Florida resident contractor on a real-property improvement contract, an out-of-state venue clause is void, and only a post-dispute stipulation can change the statutory venue.
9 authorities
The words that state the rule
We reject the position espoused by the Third District and adopt the view enunciated in Zapata and Maritime. Florida courts should recognize the legitimate expectations of contracting parties. The trial courts of this state can effectively protect a party by refusing to enforce those forum selection provisions which are unreasonable or result from unequal bargaining power. We hold that forum selection clauses should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.
- caseNo. SC21-24 (Fla. Mar. 24, 2022)Tribeca Asset Management, Inc. v. Ancla International, S.A.Fla.decided 2022-03-24
The words that state the rule
Moreover, the operative language here is markedly different from forum selection clauses this Court has addressed in previous cases. See McRae v. J.D./M.D., Inc., 511 So. 2d 540, 541 (Fla. 1987) (“It is agreed that this agreement, wherever executed, shall be construed in accordance with the laws of the State of Florida and venue shall be in Palm Beach County, Florida.” (emphasis added)); Manrique v. Fabbri, 493 So. 2d 437, 438 (Fla. 1986) (“The laws of the Netherlands Antilles shall govern and control in case of any conflict among the parties who expressly submit themselves to the venue and jurisdiction of the Courts of the Netherlands Antilles.” (emphasis added)). Accordingly, we conclude that Article 7 contains a choice of law provision, not a forum selection clause.
- caseNo. SC21-24 (Fla. Mar. 24, 2022)Tribeca Asset Management, Inc. v. Ancla International, S.A.Fla.decided 2022-03-24
The words that state the rule
The word “jurisdiction” clarifies that the parties chose the location of Florida as the source of the law governing the Agreement.
- statuteFla. Stat. § 47.025enactment date not established
The words that state the rule
Any venue provision in a contract for improvement to real property which requires legal action involving a resident contractor, subcontractor, sub-subcontractor, or materialman, as defined in 1part I of chapter 713, to be brought outside this state is void as a matter of public policy.
- statuteFla. Stat. § 47.025enactment date not established
The words that state the rule
To the extent that the venue provision in the contract is void under this section, any legal action arising out of that contract shall be brought only in this state in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located, unless, after the dispute arises, the parties stipulate to another venue.
- caseNo. SC21-24 (Fla. Mar. 24, 2022)Tribeca Asset Management, Inc. v. Ancla International, S.A.Fla.decided 2022-03-24
The words that state the rule
Two foreign entities, Tribeca and Ancla International, S.A. (Ancla), allegedly entered into a Confidentiality Agreement (Agreement), which contained the following provision (Article 7): SEVENTH. APPLICABLE LAW. This agreement will be governed by the laws of the State of Florida of the United States of America (USA), a jurisdiction accepted by the parties irrespective of the fact that the principal activity of the beer project will be conducted in Colombia.
- caseNo. SC21-24 (Fla. Mar. 24, 2022)Tribeca Asset Management, Inc. v. Ancla International, S.A.Fla.decided 2022-03-24
The words that state the rule
Because the Agreement contains a choice of law provision, rather than a forum selection clause, Tribeca further argues that the Third District in Ancla improperly applied a Florida Arbitration Code statute as the basis for personal jurisdiction. We agree and quash the Third District’s decision in Ancla.
The words that state the rule
Accordingly, we quash the decision of the district court below and, to the extent they conflict with our holding herein, disapprove Zurich Insurance Co. v. Allen, 436 So.2d 1094 (Fla. 3d DCA 1983), review denied, 446 So.2d 100 (Fla. 1984), Sausman Diversified Investments, Inc. v. Cobbs Co., 208 So.2d 873 (Fla. 3d DCA 1968), and Huntley v. Alejandre, 139 So.2d 911 (Fla. 3d DCA), cert. denied, 146 So.2d 750 (Fla. 1962). Finally, we remand with directions that the matter be returned to the trial court for proceedings consistent herewith. It is so ordered. McDONALD, C.J., and ADKINS, BOYD, OVERTON, EHRLICH and SHAW, JJ., concur.
- caseNo. SC21-24 (Fla. Mar. 24, 2022)Tribeca Asset Management, Inc. v. Ancla International, S.A.Fla.decided 2022-03-24
The words that state the rule
“Where a contract is clear and unambiguous, it must be enforced pursuant to its plain language.” Hahamovitch v. Hahamovitch, 174 So. 3d 983, 986 (Fla. 2015). Choice of law clauses reflect “[a]n agreement between parties to be bound by the substantive laws of another jurisdiction.” Se. Floating Docks, Inc. v. Auto-Owners Ins. Co., 82 So. 3d 73, 80 (Fla. 2012). “It is well established that when the parties to a contract have indicated their intention as to the law which is to govern, it will be governed by such law in accordance with the intent of the parties.” Dep’t of Motor Vehicles ex rel. Fifth Ave. Motors, Ltd. v. Mercedes-Benz of N. -3- Am., Inc., 408 So. 2d 627, 629 (Fla. 2d DCA 1981). Choice of law clauses consistently provide that the agreement be governed, construed, interpreted, or enforced by or in accordance with the laws of the State of Florida or another state of the parties’ choosing.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.