S & S Directional Boring and Cable Contractors, Inc. (“S & S”), сhallenges the trial court’s final order dismissing with prejudice its declaratory judgment aсtion against American National Bank of Minnesota f/k/a Credit America Savings (“Ameriсan National”) and DC Financial Services. We reverse.
S & S, a Florida corporation with its principal place of business in Hillsborough County, entered into an equipment lease agreement with Vermeer Southeast Sales & Service, Inc. The lease agreement lists S & S as the “customer” аnd Vermeer as the “supplier,” but because American National provided financing for the deal, it is listed as “owner.” At the completion of the lease term, S & S rеturned the equipment. It then received a letter from DC Financial, the compаny to which American National assigned its interests in the lease agreement, demаnding $20,000 for damage to the leased equipment. In response
American National and DC Financial (“Appellees”) moved to dismiss thе action “for lack of personal jurisdiction,” pointing to the following provision of the lease agreement:
This agreement will be deemed fully executed аnd performed in our or as-signee’s principal place of business and will be governed by and construed in accordance with the state law. You expressly consent to jurisdiction of any state or federal court in that state our [sic] or our assignee’s principal place of business or any other court so chоsen by us.1
In their motion to dismiss below, Appellees contended that because both of their principal places of business are in Minnesota, any action аgainst them arising out of the lease agreement must be brought in Minnesota. The trial court agreed and granted the motion to dismiss without prejudice.
S & S then refiled its action, alleging in its second amended complaint that “the [lease assignment’s] forum seleсtion clause does not designate Minnesota as the forum for jurisdiction” but rather that it gives Appellees the option of choosing a particular forum. Apрellees again moved to dismiss, arguing that S & S had “failed to state facts sufficient to overcome or void the jurisdiction selection clause in the contract.” In grаnting the motion with prejudice, the trial court found “the forum selection clause contained in the contracts sued upon to be enforceable and to restrict venue of any suit to Minnesota.” We do not agree.
We first note that our review of this issue is de novo. See Am. Boxing & Athletic Ass’n v. Young,
“Florida courts recognize a distinction between mandatory jurisdiction clauses in contracts which require that a particulаr forum be the exclusive jurisdiction for litigation concerning the contract, and рermissive jurisdiction clauses which only provide that there may be jurisdiction over suсh litigation in a particular forum.” Shoppes Ltd. P’ship v. Conn,
The forum selection clause at issue here does indeed lack words of exclusivity. Pursuant to the language оf the lease agreement, S & S merely “consented] to [the] jurisdiction” of Minnesota. The clause is therefore permissive. See Am. Boxing,
Reversed and remanded for further proceedings consistent with this opinion.
Notes
. The agreement specified that "[t]he words WE, US, and OUR refer to the Owner.”
