PROCEDO GESELLSCHAFT FUR EXPORTFACTORING, D. KLINDWORTH MBH, APPELLANT,
v.
JULI-AND HOLDING OF FLORIDA, INC., ET AL., APPELLEES
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A German factoring corporation purchased Florida accounts receivable and sued on bills of exchange when the debtors failed to pay. The trial court dismissed based on forum selection clauses in contracts between other parties, but the appellate court reversed, holding that the forum selection clauses were not binding on a suit on the negotiable instruments themselves.
The forum selection clauses are not binding on Procedo's suit. Although Procedo and Con-Trade agreed to resolve disputes in Germany, and Con-Trade and the Florida corporations agreed to resolve disputes in Germany, the parties now in litigation in Florida (Procedo and the Florida corporations) did not agree to any forum selection clause. Under Florida law, Procedo could sue on either the underlying obligation or the negotiable instruments themselves, and by suing on the instruments, Procedo was not bound by forum selection clauses absent from those instruments.
[1] A party is not bound by a forum selection clause in a separate agreement if that clause is not incorporated into the agreement under which the current litigation is broug…
[2] A suit brought on negotiable instruments is not necessarily subject to forum selection clauses contained in underlying agreements between other parties.
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“Procedo and Con-Trade agreed to resolve their disputes in Germany; Con-Trade and the Florida corporations agreed to resolve their disputes in Germany. However, the parties now in litigation in Florida did not agree to resolve any disputes between themselves in any particular forum.”
Establishes that forum selection clauses bind only the parties who agreed to them, and Procedo and the Florida corporations had no direct forum selection agreement
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Join FLexlaw to unlock all legal intelligenceProcedo, a German factoring corporation, purchased accounts receivable from Con-Trade (another German corporation) that were owed by two Florida corpo…
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PER CURIAM.
Procedo, a German factoring corporation, appeals from an order dismissing its complaint on the basis of a contractual forum selection clause. For the following reasons, we reverse.
Procedo purchased from Con-Trade, another German corporation, the accounts receivable of two Florida corporations — Juli-And and J.C.P. The contract between Pro-cedo and Con-Trade, entered into in Germany, had a forum selection clause: all disputes relating to the factoring agreement were to be resolved in Germany. Likewise, the purchase and sale agreement between Con-Trade and the two Florida corporations had a forum selection clause in which those parties chose to resolve their disputes in Germany.
However, when Procedo purchased the Florida companies’ accounts receivable, that transaction did not reflect any forum selection clause. Instead, the Florida companies executed and delivered, in Florida, a series of bills of exchange that required the companies to pay, to the order of Procedo, sums certain on dates certain. The companies did not pay, and Procedo sued in Dade Circuit Court. The suit was brought on the bills of exchange, which are negotiable instruments.1
The Florida corporations moved to dismiss on the basis of the forum selection clauses that designated Germany as the forum for dispute resolution. The trial court dismissed the action, and in doing so, erred.
Procedo and Con-Trade agreed to resolve their disputes in Germany; Con-Trade and the Florida corporations agreed to resolve their disputes in Germany. However, the parties now in litigation in Florida did not agree to resolve any disputes between themselves in any particular forum. Pursuant to section 673.3101(2)(c), Florida Statutes, Pro-cedo, the obligee on the bills of exchange, could sue either on the underlying obligation, or the instruments themselves. Procedo clearly sued on the instruments, and was not bound by a forum selection clause that was not found in those instruments.
Reversed and remanded for further proceedings consistent with this opinion.
. See § 673. 1041, Fla. Stat. (1995); Marshall v. State ex rel. Sartain, 88 Fla. 329, 102 So. 650, 651 (1924) ("Bonds, like bank notes, bills of exchange, and other negotiable instruments, as a rule possess all the attributes of commercial paper or negotiability, and when so clothed are negotiable.”).