Inspired Capital, LLC v. Condé Nast
225 So. 3d 980
Fla. Dist. Ct. App.2017Background
- Inspired Capital, LLC and Erica Gary (derivatively for Inspired Food Solutions, LLC) sued Condé Nast and FremantleMedia North America, Inc.; plaintiffs filed a first amended complaint in Florida state court.
- Defendants moved to dismiss based on a forum selection clause in a Licensing Agreement among Condé Nast (licensor), Inspired Food Solutions (licensee), and Fremantle (Condé Nast’s authorized representative).
- The clause (subsection 12.4) states that any action “relating to this Agreement” may only be brought in New York state or federal courts and confers exclusive jurisdiction there.
- Plaintiffs’ claims against Condé Nast and Fremantle included aiding and abetting, civil conspiracy, and misappropriation of trade secrets.
- The trial court dismissed those claims without prejudice, and plaintiffs appealed the non-final order.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum selection clause applies to the asserted tort claims | Clause inapplicable or limited; claims do not fall within clause | Clause is mandatory and broad because it covers any action “relating to” the Agreement | The clause is mandatory and applies; claims “relate to” the Agreement |
| Whether the term “relating to” is broader than “arising out of” and covers tort claims | Plaintiffs argued tort claims lie outside contractual forum selection | Defendants argued “relating to” creates a broad scope including torts with a contractual nexus | Court held “relating to” is broad and includes claims with a significant relationship to the contract |
| Whether resolution of claims requires reference to or construction of the Agreement | Plaintiffs contended termination or other defenses remove clause’s applicability | Defendants pointed to allegations that expressly reference the License Agreement and its terms | Court found claims require reference to the Agreement (contractual nexus) and thus fall within the clause |
| Whether termination of the License Agreement eliminates the clause’s force | Plaintiffs argued termination renders clause inapplicable | Defendants cited survival clause preserving subsection 12.4 after termination | Court rejected plaintiffs’ argument; subsection 12.4 survives termination |
Key Cases Cited
- Jackson v. Shakespeare Found., Inc., 108 So. 3d 587 (Fla. 2013) (explains difference between arbitration/forum clauses using “arising out of” and those using “relating to,” and defines “contractual nexus” requiring reference to the contract)
- Fairbanks Contracting & Remodeling, Inc. v. Hopcroft, 169 So. 3d 282 (Fla. 4th DCA 2015) (applies Jackson principles to enforce a forum selection clause covering claims “relating to” the contract)