Cornett v. Carrithers Ex Rel. Estate of Carrithers
465 F. App'x 841
11th Cir.2012Background
- Carrithers and Bushnell Capital appeal the district court's remand of a state-contract case due to a forum selection clause.
- Cornett sued in Florida state court seeking specific performance and damages for alleged MSA breach.
- Carrithers removed to the Middle District of Florida; Cornett moved to remand based on the clause.
- MSA forum clause states: laws of Florida govern and venue shall be Suwannee County, Florida; prevailing party may recover fees from defaulting party.
- District court held the clause mandatorily designates Suwannee County Circuit Court, prohibiting removal to federal court.
- Carrithers argue waiver or estoppel defenses; Cornett argues enforcement is proper.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does the MSA forum clause prohibit removal to federal court? | Cornett contends clause is mandatory, designating Suwannee County court only. | Carrithers contend clause is ambiguous or permissive, not strictly prohibiting removal. | Yes; clause is mandatory and blocks removal. |
| Did Cornett waive the forum clause by seeking enforcement in Virginia? | Cornett's Virginia filing could be a waiver, given enforcement efforts elsewhere. | Waiver not shown; only Virginia injunction dissolution could be acted on by that court. | No waiver; not enough to relinquish the clause. |
| Can Cornett be estopped from enforcing the clause due to Cornett's alleged breach of the MSA? | Carrithers argue first-breach renders clause unenforceable. | Breach defense does not defeat the clause's validity or enforceability. | No estoppel; breach defense insufficient to nullify clause. |
Key Cases Cited
- P. & S. Bus. Machs., Inc. v. Canon USA, Inc., 331 F.3d 804 (11th Cir. 2003) (forum clauses interpreted by ordinary contract principles; federal common law governs.)
- Snapper, Inc. v. Redan, 171 F.3d 1249 (11th Cir. 1999) (interprets mandatory vs permissive forum clauses.)
- Global Satellite Commc’n Co. v. Starmill U.K. Ltd., 378 F.3d 1269 (11th Cir. 2004) (imperative 'shall' suggests venue-specific designation; determines forum validity.)
- Slater v. Energy Servs. Group Int’l, Inc., 634 F.3d 1326 (11th Cir. 2011) (distinguishes between mandatory and permissive clauses; standard for interpretation.)
- Rucker v. Oasis Legal Finance, LLC, 632 F.3d 1231 (11th Cir. 2011) (burden on resisting party to show fraud or inequitable conduct to defeat clause.)
- Krenkel v. Kerzner Int’l Hotels Ltd., 579 F.3d 1279 (11th Cir. 2009) (fraud, overreaching, or public policy as limits on enforcement.)