History
  • No items yet
midpage
961 So. 2d 1046
Fla. Dist. Ct. App.
2007
DAVIS, Judge.

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 *1047to the demand, S & S filed an action against American National and DC Financial in the Thirteenth Judicial Circuit in Hillsborough County, seеking “a declaratory judgment of [its] rights, status, and other equitable and legal relations with thе Defendants.”

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, 911 So.2d 862, 864 (Fla. 2d DCA 2005) (“[A]n appellatе court reviews the interpretation of a contractual forum selectiоn provision as a matter of law.”).

“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, 829 So.2d 356, 357-58 (Fla. 5th DCA 2002) (citing Granados Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So.2d 273, 274 (Fla.1987)). “[F]orum selection clauses which state or clearly indicate that any litigation must or shall be initiated in a specified forum arе mandatory.” Id. at 358. However, clauses that merely “consent to jurisdiction and venuе in the named forum and do not exclude jurisdiction or venue in any other forum” are permissive. Granados, 509 So.2d at 274-75. Accordingly, “the general rule is that [a forum selection] clause will be considered permissive where it lacks words of exclusivity.” Shoppes Ltd. P’ship, 829 So.2d at 358.

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, 911 So.2d at 865 (“A consent to jurisdiction is a hallmark of a permissive venue provision.”). As such, the trial court erred in determining that venue of S & S’s *1048declaratory action is restricted to Minnesota and in dismissing the action with prejudice.

Reversed and remanded for further proceedings ‍‌‌‌​​‌​‌‌‌​‌‌‌​‌​​​‌​‌​​‌​‌​‌​​‌‌​‌‌‌​‌‌​​​‌​​​​‍consistent with this opinion.

CANADY, J., and SULLIVAN, IRENE H., Associate Judge, Concur.

Notes

. The agreement specified that "[t]he words WE, US, and OUR refer to the Owner.”

Case Details

Case Name: S & S Directional Boring & Cable Contractors, Inc. v. American National Bank of Minnesota
Court Name: District Court of Appeal of Florida
Date Published: Jul 20, 2007
Citations: 961 So. 2d 1046; 2007 WL 2066511; 2007 Fla. App. LEXIS 11024; No. 2D06-522
Docket Number: No. 2D06-522
Court Abbreviation: Fla. Dist. Ct. App.
AI-generated responses must be verified and are not legal advice.
Log In