147 So. 3d 1017
Fla. Dist. Ct. App.2014Background
- Palmer was an employee of Agile Assurance Group, Limited.
- Employment agreement provides action may be instituted exclusively in Makati City courts.
- Palmer sued in Hillsborough County, Florida.
- Agile Assurance moved to dismiss for improper venue; trial court denied, treating clause as permissive.
- Appellate court reversed, holding the clause is mandatory and venue must be Makati City; mandate based on reading exclusive language and avoiding drafter-rule ambiguity.
- Court noted contract language precludes using canon against the drafter and remanded for dismissal in Makati.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the clause is permissive or mandatory | Palmer argues language is permissive. | Agile argues language is mandatory/exclusive. | Mandatory interpretation |
| Whether the canon against the drafter applies | Ambiguities should be construed against the drafter. | Canon does not apply because language is clear. | Canon not applicable; plain language controls |
Key Cases Cited
- TECO Barge Line, Inc. v. Hagan, 15 So.3d 868 (Fla. 2d DCA 2009) (de novo review for forum-selection language; intent controls when language clear)
- Leghorn v. Wieland, 289 So.2d 745 (Fla. 2d DCA 1974) (may generally permissive; distinguish exclusive language)
- S & S Directional Boring & Cable Contractors, Inc. v. Am. Nat’l Bank of Minn., 961 So.2d 1046 (Fla. 2d DCA 2007) (exclusive/jurisdiction language deemed mandatory)
- Travel Express Inv. Inc. v. AT & T Corp., 14 So.3d 1224 (Fla. 5th DCA 2009) (exclusive jurisdiction language indicates mandatory forum selection)
- Celistics, LLC v. Gonzalez, 22 So.3d 824 (Fla. 3d DCA 2009) (examines exclusive vs. may in contract language)