LOANFLIGHT LENDING, LLC v. BANKRATE, LLC
378 So.3d 1280
Fla. Dist. Ct. App.2024Background
- LoanFlight Lending (plaintiff), a Tampa-based mortgage lender, entered a business relationship with Bankrate (defendant), a financial services company.
- LoanFlight alleged Bankrate overbilled for services and provided fabricated leads, leading to a lawsuit in Hillsborough County, Florida, for fraud, unjust enrichment, and declaratory relief.
- Bankrate moved to dismiss, pointing to a forum selection clause in a Master Advertising Services Agreement (MASA) allegedly requiring suit to be brought in New York.
- The MASA was undated and unsigned by LoanFlight; Bankrate supported its position with an additional signed Amendment 1 referencing the MASA and a screenshot purportedly showing click-through acceptance.
- The trial court dismissed the complaint based solely on written submissions and arguments, finding the forum selection clause binding despite factual disputes about contract formation.
- LoanFlight appealed, arguing that the dismissal was improper without an evidentiary hearing on whether it actually assented to the MASA and its forum selection clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of forum selection clause | Never signed or assented to MASA containing clause | LoanFlight accepted clause via click-through | Disputed facts require evidentiary hearing |
| Need for evidentiary hearing | Factual dispute on contract formation precludes dismissal | Hearing unnecessary; documents sufficient | Evidentiary hearing required for factual dispute |
| Sufficiency of evidence for contract | No evidence MASA ever agreed to | Amendment 1 and screenshot show assent | Insufficient - facts still disputed |
| Appropriateness of dismissal | Improper to dismiss on record alone | Proper due to mandatory forum clause | Reversed; more proceedings required |
Key Cases Cited
- Manrique v. Fabbri, 493 So. 2d 437 (Fla. 1986) (forum selection clauses provide certainty in business contracts)
- State v. Fam. Bank of Hallandale, 623 So. 2d 474 (Fla. 1993) (mutual assent is a prerequisite for contract formation)
- Arena Football League v. Bishop, 220 So. 3d 1243 (Fla. 1st DCA 2017) (mutual assent and signatures necessary for enforceable contract)
- Interactive Retail Mgmt., Inc. v. Microsoft Online, L.P., 988 So. 2d 717 (Fla. 2d DCA 2008) (evidentiary hearing required to resolve disputed issues of fact over forum selection clause)