Quick Cash, LLC v. Tradenet Enterprise Inc., Etc.
211 So. 3d 1113
| Fla. Dist. Ct. App. | 2017Background
- Quick Cash, LLC sued Tradenet Enterprise Inc.; Tradenet moved to dismiss for lack of jurisdiction and improper venue based on a forum selection clause in the parties' purchase order.
- The purchase order stated it "shall be deemed entered into and performed in the State of California" and that Buyer "consents to the jurisdiction of the State of California for purposes of enforcement of the terms hereof."
- The central question was whether that clause is mandatory (exclusive forum) or permissive (nonexclusive).
- The trial court dismissed Quick Cash’s complaint; Quick Cash appealed to the Florida Third District Court of Appeal.
- The appellate court reviewed the clause de novo and analyzed whether the clause, read as a whole, manifested exclusivity.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum-selection clause makes California the exclusive forum for enforcement actions | Clause is not mandatory; lacks "magic words" and therefore does not bar Florida jurisdiction | Clause’s language ("shall be deemed entered into and performed in the State of California" and "consents to the jurisdiction of the State of California") shows intent to make California the exclusive forum | The clause is mandatory; parties intended enforcement actions to be litigated exclusively in California, so dismissal for lack of jurisdiction and improper venue affirmed |
Key Cases Cited
- Celistics, LLC v. Gonzalez, 22 So. 3d 824 (Fla. 3d DCA 2009) (forum-selection clause must be read as a whole to determine exclusivity)
- Weisser v. PNC Bank, N.A., 967 So. 2d 327 (Fla. 3d DCA 2007) (parties may contractually select a forum; clauses containing words of exclusivity are mandatory)
- DVDPlay, Inc. v. DVD 123 LLC, 930 So. 2d 816 (Fla. 3d DCA 2006) (mandatory clause requires a particular forum to be exclusive jurisdiction)
- Regal Kitchens, Inc. v. O’Connor & Taylor Condo. Constr., Inc., 894 So. 2d 288 (Fla. 3d DCA 2005) (permissive clauses do not exclude other forums)
- Golf Scoring Sys. Unlimited, Inc. v. Remedio, 877 So. 2d 827 (Fla. 4th DCA 2004) (absence of words like "must" or "shall" does not preclude a clause from being mandatory)
- World Vacation Travel, S.A., de C.V. v. Brooker, 799 So. 2d 410 (Fla. 3d DCA 2001) (interpreting a clause as permissive can render portions meaningless; avoid such interpretation)