GREENSTREET MANAGEMENT, INC., ETC, APPELLANT,
v.
WILLIAM C. BARKER, PHYLLIS BARKER AND BAYPOINTE DEVELOPMENT OF ST. AUGUSTINE, INC., APPELLEE
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Greenstreet Management appealed a trial court's denial of its motion to transfer venue, arguing that multiple loan documents contained mandatory exclusive venue clauses requiring litigation in Miami Dade County rather than Seminole County. The appellate court reversed, finding the venue language was mandatory and unambiguous, and therefore the case must be transferred.
The court held that the language in the loan documents was mandatory, not permissive, and was unambiguous. Therefore, the trial court erred in denying the motion to transfer, and the case must be transferred to Miami Dade County, Florida.
[1] A contract provision specifying exclusive venue for legal proceedings is enforceable when it uses mandatory language such as 'shall'.
[2] Ambiguous forum selection clauses are disfavored, but clear and mandatory language will be upheld.
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Join FLexlaw to unlock all legal intelligence“This agreement shall be governed by and construed in accordance with the laws of the State of Florida and exclusive venue for the enforcement hereof shall be Miami Dade County, Florida.”
Establishes the mandatory exclusive venue clause in the loan agreement itself
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Join FLexlaw to unlock all legal intelligenceBaypointe Development, William C. Barker, and Phyllis E. Barker filed a complaint in Seminole County seeking a declaration regarding their rights unde…
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PALMER, J.
Greenstreet Management, Inc., appeals the trial court’s non-final order denying its motion to dismiss or transfer for improper venue.1 Since the contract which forms the basis of this cause of action provides for exclusive venue in Miami Dade County, we reverse and remand for transfer. Baypointe Development of St. Augustine, Inc., William C. Barker, and Phyllis E. Barker, filed a complaint in the Eighteenth Judicial Circuit, in and for Seminole County, seeking a declaration regarding the parties’ rights and obligations with respect to a loan agreement between Bay-pointe and Greenstreet. The complaint alleged that said loan was usurious. Greenstreet moved to dismiss or transfer the matter for improper venue, contending that the express terms of the loan documents provided for exclusive venue in Miami Dade County. The loan agreement provides in paragraph 21:
This agreement shall be governed by and construed in accordance with the laws of the State of Florida and exclusive venue for the enforcement hereof shall be Miami Dade County, Florida.
The promissory note which accompanied the loan document similarly provides:
The maker and holder hereof also agree that Miami Dade County, Florida, is the proper venue for any and all legal proceedings arising out of this note.
The limited individual guarantee signed by the Barkers provides: “Venue hereafter shall be in Miami-Dade County, Florida.” The Pledge and Security Agreement also states that: “Venue for the enforcement hereof shall be Miami-Dade County, Florida.”
The language included in these documents is mandatory, not permissive. See Sauder v. Rayman, 800 So. 2d 355 (Fla. 4th DCA 2001)(holding that a forum 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 place of business of the seller is located,” was not ambiguous, and applied to home buyers’ action that arose out of the purchase agreement as well as their fraudulent misrepresentation claim). As such, the trial court erred in denying the motion for transfer. Order REVERSED and cause REMANDED for transfer to Miami Dade County, Florida.
SHARP, W. and ORFINGER, JJ„ concur. . Jurisdiction is proper. See Fla. R.App. P. 9.130(a)(3)(A).
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Golden Palm Hospitality, Inc. v. Stearns Bank Nat'l Ass'n, 874 So. 2d 1231 (Fla. 5th DCA 2004)…general principle, a trial court must honor a mandatory forum selection clause in a contract in the absence of a showing that the clause is unreasonable or unjust.”) (citing Management Computer Controls); see also Greenstreet Mgmt., Inc. v. Barker, 833 So. 2d 183 (Fla. 5th DCA 2002); Operadora Seryna, S.A. de C.V. v. Banco Bilbao Vizcaya-Mexico, S.A., 762 So. 2d 595 (Fla. 5th DCA 2000). “Mandatory jurisdiction clauses in contracts ... require that a particular forum be the exclusive jurisdiction for litigati…
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Ware Else, Inc. v. Ofstein, 856 So. 2d 1079 (Fla. 5th DCA 2003)…09 So. 2d 273 (Fla.1987). If the contract unambiguously requires litigation to be brought in a particular venue, it constitutes reversible error for the trial court to fail to honor that contractual obligation. See Greenstreet Mgmt., Inc. v. Barker, 833 So. 2d 183 (Fla. 5th DCA 2002). See also Swarovski N. Am. Ltd. v. House of China, Crystal & Silver, Inc., 848 So. 2d 452 (Fla. 4th DCA 2003). We conclude that the Agreement between the parties unambiguously requires Count II to be brought in Missouri, and we d…
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Regal Kitchens, Inc. v. O'Connor & Taylor Condo. Constr., Inc., 894 So. 2d 288 (Fla. 3d DCA 2005)…, to the exclusion of all others); Ware Else, Inc. v. Ofstein, 856 So. 2d 1079, 1080 (Fla. 5th DCA 2003) (clause providing that any litigation “shall have its venue located exclusively” in Missouri held mandatory); Greenstreet Mgmt., Inc. v. Barker, 833 So. 2d 183 (Fla. 5th DCA 2002) (contractual provision expressing that Miami-Dade County is the “exclusive venue for the enforcement” of the contract held mandatory); Mgmt. Computer Controls, Inc., (clause providing actions “shall be initiated and prosecuted” i…
Previewing 3 of 4 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Sauder v. Rayman, 800 So. 2d 355 (Fla. 4th DCA 2001)
- Ola Lee Labon v. State, 827 So. 2d 1038 (Fla. 5th DCA 2002)
- Bovis Homes, Inc. v. Chmielewski, 827 So. 2d 1038 (Fla. 2d DCA 2002)