BOVIS HOMES, INC., A FLORIDA CORPORATION, APPELLANT,
v.
GARY CHMIELEWSKI AND KIMBERLY CHMIELEWSKI, APPELLEES
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Bovis Homes appealed a trial court's denial of its motion to dismiss based on improper venue. The court held that the venue selection clause in the purchase agreement is unambiguous and clearly requires any suit to be brought where Bovis Homes' principal place of business is located, reversing the trial court's finding of ambiguity and remanding for factual determination of that location.
The venue selection clause is not ambiguous; its plain language clearly requires any action arising out of the contract to be brought where Bovis Homes' principal place of business is located. The mandatory venue selection provision applies to the Chmielewskis' fraudulent misrepresentation claim as well. The trial court must resolve the factual dispute regarding the location of Bovis Homes' principal place of business.
[1] A venue selection clause in a contract is interpreted under a de novo standard of review.
[2] A venue selection clause is not ambiguous when its plain language clearly designates the location for actions arising from the contract.
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Join FLexlaw to unlock all legal intelligence“Venue for any action based upon or arising out of this contract or any matters herein shall be in a court of competent jurisdiction in the county or the district where the principal place of business of the Seller is located.”
The verbatim venue selection clause from the purchase agreement, establishing the contractual requirement at the heart of the dispute
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Join FLexlaw to unlock all legal intelligenceBovis Homes and the Chmielewskis entered into a contract for the purchase of a house. The contract contained a venue selection clause requiring any ac…
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COVINGTON, Judge.
In this appeal, Bovis Homes, Inc., challenges the trial court’s order denying its motion to dismiss on the basis of improper venue. At issue is the interpretation and application of the venue selection clause contained in the contract between Bovis Homes and Mr. and Mrs. Chmielewski. The trial court found that the venue selection clause is ambiguous and therefore denied Bovis Homes’ motion to dismiss. Because we conclude that the venue selection clause is not ambiguous, we reverse and remand.
The parties entered into a contract for the purchase of a house built by Bovis Homes. The purchase agreement contained the following provision: “Venue for any action based upon or arising out of this contract or any matters herein shall be in a court of competent jurisdiction in the county or the district where the principal place of business of the Seller is located.”
This provision is clear — any suit arising out of the contract must be brought where Bovis Homes’ principal place of business is located. The Chmielewskis filed suit in Sarasota County, which they assert is Bo-vis Homes’ principal place of business. The Chmielewskis submitted an affidavit stating that they met with the Bovis Homes’ representative in Sarasota County, the home was built in Sarasota County, and they were never told that Bovis Homes had another office outside of Sarasota.
Bovis Homes filed a motion to dismiss alleging that its principal place of business is in Seminole County. Bovis Homes asserted that the sales agreement listed the Seminole County address, as did the business cards of the Bovis Homes’ representative. Additionally, Bovis Homes submitted an affidavit from an employee which stated that the principal place of business is located in Seminole County.
After a hearing on the motion to dismiss, the trial court found that the forum selection clause was ambiguous. Because the issue presented in this case involves the interpretation of the contract, it is reviewable under the de novo standard. Gen. Home Dev. Corp. v. Kwirant, 819 So. 2d 255 (Fla. 2d DCA 2002); Mgmt. Computer Controls, Inc. v. Charles Perry Constr., Inc., 743 So. 2d 627 (Fla. 1st DCA 1999); Inter-Active Servs., Inc. v. Heathrow Master Ass’n, 721 So. 2d 483 (Fla. 5th DCA 1998).
We disagree with the trial court’s interpretation of the forum selection clause. The plain language of the provision provides that venue for any action arising out of the contract lies in the county or district where the principal place of business is located. The dispute in this case appears to be the location of Bovis Homes’ principal place of business.
We further conclude — and the Chmie-lewskis concede — that the mandatory venue selection provision of the contract applies to the Chmielewskis’ fraudulent misrepresentation claim as well. See Mgmt. Computer, 743 So. 2d at 631; see also Bus. Aide Computers, Inc. v. Cent. Fla. Mack Trucks, Inc., 432 So. 2d 681, 682 (Fla. 5th DCA 1983).
Because the trial court found the venue provision ambiguous, it did not make a finding as to where Bovis Homes’ principal place of business is located. The trial court should resolve this factual dispute. Therefore, we reverse and remand for further proceedings consistent with this opinion.
Reversed and remanded.
FULMER and GREEN, JJ., Concur.
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Ware Else, Inc. v. Ofstein, 856 So. 2d 1079 (Fla. 5th DCA 2003)…tate have frequently recognized that a decision interpreting a contract provision, including a provision for forum selection, presents an issue of law that is reviewable by the de novo standard of review. See, e.g., Bovis Homes, Inc. v. Chmielewski, 827 So. 2d 1038 (Fla. 2d DCA 2002); Benefit Ass’n Intern., Inc. v. Mount Sinai Comprehensive, 816 So. 2d 164 (Fla. 3d DCA 2002); Kerr Const. v. Peters Contracting, Inc., 767 So. 2d 610 (Fla. 5th DCA 2000); Carr v. Stetson, 741 So. 2d 567 (Fla. 4th DCA 1999). The re…
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Am. Safety Cas. Ins. Co. v. Mijares Holding Co., LLC, 76 So. 3d 1089 (Fla. 3d DCA 2011)…ey govern all suits seeking to enforce or interpret the contracts. These other two claims relate to the validity of the entire contract, and thus must be submitted to the forum chosen by the parties in the contract. Bovis Homes, Inc. v. Chmielewski, 827 So. 2d 1038, 1039 (Fla. 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 Truc…
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Greenstreet Mgmt., Inc. v. Barker, 833 So. 2d 183 (Fla. 5th DCA 2002)…selection clause in a contract is said to be a “mandatory forum selection clause” if it states that any litigation must, or shall, be initiated in a specified forum). Additionally, the language is not ambiguous. See Bovis Homes, Inc. v. Chmielewski, 827 So. 2d 1038 (Fla. 2d DCA 2002)(holding that forum selection clause in home purchase agreement, which stated that venue for any action arising out of the agreement “shall be in a court of competent jurisdiction in the county or the district where the principal p…
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Mgmt. Computer Controls, Inc. v. Charles Perry Constr., Inc., 743 So. 2d 627 (Fla. 1st DCA 1999)
- Bus. Aide Computers, Inc. v. Cent. Fla. Mack Trucks, Inc., 432 So. 2d 681 (Fla. 5th DCA 1983)
- M.M. v. The Adoption OF J.T.M., 819 So. 2d 255 (Fla. 4th DCA 2002)