BUSINESS AIDE COMPUTERS, INC., APPELLANT,
v.
CENTRAL FLORIDA MACK TRUCKS, INC., APPELLEE
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
Business Aide Computers appeals a trial court's denial of its motion to transfer venue from Orange County to Palm Beach County based on a contractual venue provision. The appellate court reversed, holding that a venue provision in a lease agreement applies even when the lawsuit is based on fraud in the inducement, because a rescission action is inherently 'in connection with' the lease.
The venue provision is applicable and enforceable. A rescission action is 'in connection with' the lease because rescission is an equitable remedy to set aside a contract, and therefore falls within the scope of the venue provision regardless of whether the claim is based on fraud in the inducement or breach of contract.
[1] A contractual provision specifying venue is applicable to actions seeking rescission of the contract.
[2] A venue provision in a lease agreement applies to legal actions taken in connection with the lease, including those alleging fraud in the inducement.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“It is well settled that parties to a contract may include a choice of venue provision therein in the event a suit regarding the contract develops.”
Establishes the foundational principle that contractual venue provisions are enforceable
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceBusiness Aide Computers and Central Florida Mack Trucks entered into a computer lease agreement in 1981 that included a venue provision designating Pa…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Rescission cases and more on FLexlaw
FRANK D. UPCHURCH, Jr., Judge.
Appellant, Business Aide Computers, Inc., appeals from a non-final order denying its motion to change venue.1
Appellee Central Florida Mack Trucks, Inc., filed suit against appellant in Orange County seeking rescission and damages regarding a lease agreement for a computer entered into by the parties in 1981. Appel-lee alleged that appellant’s agent had made numerous representations as to the functions which the computer could perform and its ability to handle appellee’s business records but that these representations proved to be false. Appellee sought rescission of the lease agreement and monetary damages for costs incurred in hiring an employee to keep the business records.
Appellant moved to transfer venue to Palm Beach County, based on paragraph 21 of the lease which provided:.
In the event that any legal action is taken in connection with this lease, the proper venue for said action shall be Palm Beach County, Florida.
Following a hearing, the trial court denied appellant’s motion, finding that the venue provision was inapplicable because appellee’s action was based upon fraud in the inducement and not upon the contract. The court concluded that venue was proper where the alleged fraud took place, Orange County.
It is well settled that parties to a contract may include a choice of venue provision therein in the event a suit regarding the contract develops. See, e.g., Honea v. Walker Chemical & Exterminating Co., 393 So. 2d 1210 (Fla. 5th DCA 1981); Tropicana Pools, Inc. v. Brown, 270 So. 2d 751 (Fla. 2d DCA 1972); Deeb, Inc. v. Board of Public Instruction, 196 So. 2d 22 (Fla. 2d DCA 1967).
The question presented by this appeal is whether the venue provision here is inapplicable because appellee claims that the contract was fraudulently induced. We conclude that it is applicable and reverse.
The venue provision states “legal action ... taken in connection with this lease.” The ordinary meaning of this wording clearly encompasses a rescission action since rescission is a remedy whereby a court of equity exercises its jurisdiction to set aside a contract. 9 Fla.Jur.2d Cancellation § 1 (1979). Such an action therefore must be “in connection with” the contract.
Appellee is seeking by its lawsuit to invalidate the lease agreement while appellant is defending, claiming that its terms are binding and enforceable. The merits of the action cannot be determined until it has been tried. Should the trial court ultimately hold the lease to be valid, appellee would have defeated the provision as to venue, a provision to which he had previously agreed.
REVERSED and REMANDED for entry of order transferring venue.
SHARP, J., concurs.
DAUKSCH, J., concurs specially with opinion.
. Fla.R.App.P. 9.130(a)(3)(A).
DAUKSCH, Judge,
concurring specially:
It is not without some difficulty that I concur with the majority opinion. My vote is cast to reverse after realizing that any time a litigant may want to defeat a contractual venue provision all that must be done would be to allege some fraud in the inducement was committed in another county to cause venue to be established there.
Further, in this particular case there is no allegation that the venue selection portion of the contract was fraudulently induced; it was the capabilities of the machine which appellee says were misrepresented. So, for the two reasons above, especially the first one, I concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By (13 total)
-
Lorn Leitman and John Gentile v. Boone, 439 So. 2d 318 (Fla. 3d DCA 1983)…the agreement here, remains extant. This view is but a reflection of the basic vaporization theory of the ruling below about which I have already expressed my incredulity. See also, Business Aide Computers, Inc. v. Central Florida Mack Trucks, Inc., 432 So. 2d 681 (Fla. 5th DCA 1983) (action for rescission of lease governed by venue provision applicable to “any legal action ... taken in connection with this lease”). In sum, I prefer the square holdings in Sousa and Elliott and the closely analo [*325] gous…1 / 2
-
Katz v. VAN DER Noord, 546 So. 2d 1047 (Fla. 1989)…at the contract was fraudulently induced. In such a case, since a contract exists, even though later declared to be void or voidable, certain of its provisions may be operative. See Business Aide Computers, Inc. v. Central Florida Mack Trucks, Inc., 432 So. 2d 681 (Fla. 5th DCA 1983). Id. at 321 n. 3. We agree with Leitman that “[t]he distinction between no contract at all and one that is unenforceable makes all the difference....” 439 So. 2d at 320. Accord Giltex Corp. v. Diehl. We hold that when parties e…
-
Am. Safety Cas. Ins. Co. v. Mijares Holding Co., LLC, 76 So. 3d 1089 (Fla. 3d DCA 2011)…a. 2d DCA 2002) (“We further conclude ... that the mandatory venue selection provision of [*1093] the contract applies to the Chmielweskis’ fraudulent misrepresentation claim as well.”); Business Aide Computers, Inc. v. Cent. Fla. Mack Trucks, Inc., 432 So. 2d 681, 682 (Fla. 5th DCA 1983) (finding forum selection clause applied to an action to rescind the contract). Consequently, there is no need for splitting the causes of action against American. We therefore reverse and remand with directions to dismiss A…
Previewing 3 of 13 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Deeb v. The Bd. OF Pub. Instruction OF Columbia Cnty., 196 So. 2d 22 (Fla. 2d DCA 1967)
- Honea v. Walker Chem. & Exterminating Co., Inc., 393 So. 2d 1210 (Fla. 5th DCA 1981)
- Scaglione v. Best, 196 So. 2d 22 (Fla. 2d DCA 1967)
- Carroll v. James J. Andrews, Inc., 270 So. 2d 751 (Fla. 3d DCA 1972)