Charles H. Palmer was an employee of Agile Assurance Group, Limited. The parties’ employment agreement states that an action arising from the employment agreement “may be instituted exclusively in the courts of Makati City” in the Philippines. Subsequent to his termination at Agile Assurance, Palmer sued the company in Hillsborough County, Florida. Agile Assurance moved to dismiss for improper venue, arguing that the case had to be brought in Makati City. The court denied the motion, ruling that the forum selection clause was permissive, rather than mandatory. The court, in part, relied on the rule of construction against the drafter. Be
Our review of a contractual forum selection clause is de novo. TECO Barge Line, Inc. v. Hagan,
Generally, use of the word may deems relevant language permissive. Leghorn v. Wieland,
On the other hand, reading the phrase to be permissive does not give meaning to all the terms in the same way. If we read the term permissively, exclusively has lost its meaning for it means, as relevant here, only “sole.” The Merrianu-Webster Dictionary 249 (new ed., 2004); Merriam-Webster Online Exclusively, http://www. merriam-webster.com/dictionary/ exclusively (last visited Apr. 23, 2014). Although other meanings may be conceived for the term we review, those others are less plain. Thus, we are compelled to interpret the phrase to be exclusive which renders the forum-selection clause mandatory rather than permissive.
We also note that the court erred in applying the well-settled rule of construction requiring that ambiguities in contracts must be construed against the drafter in this case. See Young,
Accordingly, we reverse the order denying the motion to dismiss for improper venue.
Reversed.
Notes
. The relevant provision reads in pertinent part,
Any legal suit, action, claim, proceeding[,] or investigation arising out of or relating to this Agreement may be instituted exclusively in the courts of Makati City and Employee waives any objections which he may now or hereafter have to such venue of any such suit ... and irrevocably submits to the personal and subject matter jurisdiction of any such court.
. The caselaw has primarily focused on language such as "shall" or "must” rather than the term "exclusively.”
. The language of the contract, in pertinent part, states: "(a) Controlling Law. ... This Agreement shall be interpreted without the aid of any canon, custom[,] or rule of law requiring construction against the draftsman.”
