HALLMARK INDUSTRIES, INC., HENRY J. OLDENKAMP AND KEN GOODYKE, APPELLANTS,
v.
SCARBOROUGH CHEMICALS, INC., APPELLEE
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Hallmark Industries and others appealed a trial court's ruling on venue, arguing that a suit on a promissory note should have been brought in Palm Beach County where the note was signed. The appellate court affirmed, holding that a forum-selection clause in an agreement attached to and incorporated in the promissory note is enforceable and requires suit in Martin County.
Martin County is the appropriate forum for suit on the promissory note. Parties to an agreement may agree on venue, and when a promissory note specifically references an attached agreement containing a forum-selection clause, the two instruments are inextricably intertwined, removing the cause of action from the statutory requirement of Section 47.061 that suit be brought where the maker signed the note.
[1] Parties to an agreement may contractually agree on the venue for any litigation arising from that agreement.
[2] A promissory note that specifically references and incorporates an attached agreement is subject to the venue provisions contained within that agreement.
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Join FLexlaw to unlock all legal intelligence“Simply stated, parties to an agreement can agree on venue.”
Establishes the foundational principle that contractual forum-selection clauses are enforceable under Florida law.
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Join FLexlaw to unlock all legal intelligenceA promissory note was signed in Palm Beach County before a notary public. The note contained language indicating that its consideration was an attache…
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LETTS, Chief Judge.
The maker of a promissory note contends that suit should have been brought by the payee in the County where the note was signed pursuant to Section 47.061, Florida Statutes (1979). The trial judge disagreed. We agree with the trial judge.
Within the body of the note in question, it is set forth that the consideration therefor is an agreement “a copy of which is attached hereto.” The note and the attached agreement were signed in Palm Beach County on the same day before the same notary public.
The signed agreement, duly attached to the note, clearly and unequivocally provided that “the forum for all litigation which may result from the terms and conditions of this agreement to include any declaratory actions brought hereon shall be brought in the County of Martin, State of Florida.”
Simply stated, parties to an agreement can agree on venue. Producers Supply, Inc. v. Harz, 6 So. 2d 375 (Fla.1942). In the case now before us, the promissory note makes specific reference to the attached agreement and the agreement speaks of its terms and conditions within which the promissory note, of necessity, is included. The two instruments are inextricably intertwined. Such an admixture is more than sufficient to take this cause of action out of the purview of Section 47.061, Florida Statutes (1979) which requires that suit be brought in the county where the maker signed the note.
Accordingly we hold that Martin County is the appropriate forum for suit on this note, especially since the complaint incorporates and attaches the very agreement discussed herein and specifically refers to the paragraph agreeing to venue.
AFFIRMED.
ANSTEAD and HURLEY, JJ., concur.
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AMICA Mut. Ins. Co. v. ROE, 515 So. 2d 1370 (Fla. 2d DCA 1987)…that this interpretation violates public policy. Because the statute permits nonbinding arbitration, we should not deny the right of the parties to stipulate that certain awards will not be binding. See Hallmark Industries v. Scarborough Chemicals, 409 So. 2d 216 (Fla. 4th DCA 1982) (parties can agree on venue); State v. British Leyland Motors, Inc., 290 So. 2d 576 (Fla. 1st DCA 1974) (the parties’ right to contract should not be denied unless clearly restricted by a valid law). Both the Roes and Arnica had…
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Shalle Stephen Fine v. Carney Bank OF Broward Cnty., 508 So. 2d 558 (Fla. 4th DCA 1987)…l case, to preclude the parties from establishing appropriate venue by a contractual provision. Appellant’s citations of authority for a contrary position are inap-posite. Also, as we held in Hallmark Industries, Inc. v. Scarborough Chemicals, Inc., 409 So. 2d 216 (Fla. 4th DCA 1982), an agreement between the parties as to venue, rather than section 47.061, Florida Statutes (1985), is controlling. We therefore affirm the order denying appellant’s motion to dismiss. AFFIRMED. DOWNEY and ANSTEAD, JJ., concur…
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Miami Elevator Co. v. Winewood Park Ltd. P'ship, 750 So. 2d 151 (Fla. 3d DCA 2000)…consideration. Miami Elevator Company’s decision to file suit in Dade County was within its rights, as per the terms of the contract. See Producers Supply v. Harz, 149 Fla. 594, 6 So. 2d 375 (1942); Hallmark Indus., Inc. v. Scarborough Chems., Inc., 409 So. 2d 216 (Fla. 4th DCA 1982); Honea v. Walker Chem. & Exterminating Co., Inc., 393 So. 2d 1210 (Fla. 5th DCA 1981). We reverse the lower court’s order and remand for further proceedings.…
Authorities Cited
- Producers Supply, Inc. v. Harz, 6 So. 2d 375 (Fla. 1942)