Lindner v. BiscayneAmericas Advisers L.L.C.
214 F. Supp. 3d 1307
S.D. Fla.2016Background
- On October 19, 2012, Lindner and BiscayneAmericas entered a Redemption and Settlement Agreement and Lindner received a promissory Note requiring payments every six months beginning April 19, 2013; Defendant defaulted and Lindner sued on July 20, 2016.
- Both the Settlement Agreement and the Note contain venue clauses stating actions "must be brought in the courts of the State of Florida, County of Miami-Dade or if, and only if, such courts do not have jurisdiction, in the United States District Court for the Southern District of Florida."
- Defendant moved to dismiss under 28 U.S.C. § 1404(a), forum non conveniens, and Rule 12(b)(6), arguing the clauses mandate suit in Florida state court (not federal court).
- Plaintiff argued the clauses are permissive and thus federal venue in the Southern District of Florida is proper, relying on Eleventh Circuit precedent suggesting some similar clauses encompass both state and federal courts.
- The Court declined to treat § 1404(a) or Rule 12(b)(6) as the primary enforcement mechanisms and analyzed the Motion under the forum non conveniens framework described in Atlantic Marine.
- The Court found the clauses unambiguous and mandatory, requiring exclusive venue in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, and dismissed the Complaint without prejudice.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the contractual clause permits suit in federal court | Lindner: clause is permissive; "courts of the State of Florida" can include federal courts in that county | BiscayneAmericas: clause requires state-court venue only, excluding federal forum | Held: phrase plus the "if, and only if" qualifier makes exclusive state-court venue the reasonable reading |
| Whether the clause is mandatory or permissive | Lindner: language need not be mandatory; similar clauses deemed permissive in Eleventh Circuit cases | BiscayneAmericas: use of "must" makes the clause mandatory | Held: Mandatory — "must" is language of requirement; clause is not permissive |
| Proper procedural vehicle to enforce the clause | Lindner: venue in federal court was pleaded; challenged defendant's motion | BiscayneAmericas: moved to dismiss under §1404(a), forum non conveniens, and Rule 12(b)(6) | Held: Forum non conveniens is the appropriate doctrine under Atlantic Marine for clauses pointing to a nonfederal forum; court analyzed under that framework |
| Whether public/private interest factors defeat enforcing the clause | Lindner: private and public interests weigh against dismissal if clause is permissive | BiscayneAmericas: public interest factors support state forum; clause should control | Held: With a valid mandatory clause, plaintiff's forum choice gets no weight; public factors neutral or favor Florida state courts; dismissal appropriate |
Key Cases Cited
- Atlantic Marine Constr. Co. v. U.S. Dist. for W. Dist. of Tex., 134 S. Ct. 568 (2012) (forum-selection clauses ordinarily control; when mandatory they displace plaintiff's forum choice and shift burden)
- Global Satellite Commc’ns Co. v. Starmill U.K. Ltd., 378 F.3d 1269 (11th Cir. 2004) (venue phrasing can encompass both state and federal courts within a county)
- Stateline Power Corp. v. Kremer, 148 Fed. Appx. 770 (11th Cir. 2005) (similar clause construed to permit Florida forums)
- Slater v. Energy Servs. Grp. Int’l, Inc., 634 F.3d 1326 (11th Cir. 2011) (language designating forum can be mandatory)
- Cornett v. Carrithers, 465 Fed. Appx. 841 (11th Cir. 2012) (clause mandating venue in a county without a federal court can indicate exclusive state-court forum)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (pleading standard principles cited regarding conclusory allegations)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (pleading standard principles cited)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (1981) (private and public interest factors relevant in forum non conveniens analysis)