FARMERS GROUP, INC., A NEVADA CORPORATION, TRUCK UNDERWRITERS ASSOCIATION D/B/A TRUCK INSURANCE EXCHANGE, A CALIFORNIA CORPORATION, APPELLANTS,
v.
MADIO & COMPANY, INC., A FLORIDA CORPORATION, APPELLEE
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Farmers Group and Truck Insurance Exchange appealed a trial court's denial of their motion to dismiss for improper venue. The appellate court reversed, holding that an unambiguous forum selection clause in the parties' insurance agreement requiring litigation in California was enforceable even for tort and statutory claims arising from the agreement.
The court held that the unambiguous forum selection clause was enforceable and valid. The court rejected arguments that the clause did not apply to tort claims or FDUTPA violations, finding a significant nexus between all claims and the underlying Agreement. The court further held that enforcement was neither unreasonable nor unjust, as Madio failed to show that California litigation would effectively deprive it of its day in court.
[1] Unambiguous mandatory forum selection clauses in contracts are presumptively valid and enforceable unless enforcement would be unreasonable or unjust.
[2] A tort claim may be subject to a forum selection clause if there is a significant and obvious nexus between the claim and the contract.
Previewing 2 of 5 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“unambiguous mandatory forum selection clauses contained in contract documents are presumptively valid and should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.”
Establishes the governing legal standard for enforcing forum selection clauses in contracts.
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Join FLexlaw to unlock all legal intelligenceAppellants, foreign insurance corporations, entered into a Healthcare Professional Liability Insurance Agent's Agreement with Madio & Company, a Flori…
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OFTEDAL, RICHARD L., Associate Judge.
Appellants, the Defendants below, appeal from a non-final order denying their motion to dismiss for improper venue. Because we find that the trial court erred in refusing to enforce a forum selection clause incorporated in the parties’ contractual agreement requiring that the Plaintiffs action be brought in California, we reverse.
Appellants are foreign corporations1 in the business of selling insurance who entered into a Healthcare Professional Liability Insurance Agent’s Agreement (the “Agreement”) with Appellee Madio & Company, Inc., a Florida corporation (“Madio”). The Agreement provides in unambiguous terms that any action arising out of, connected with, or to enforce the Agreement will be brought in California. This court has consistently held in similar cases “that unambiguous mandatory forum selection clauses contained in contract documents are presumptively valid and should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.” Swarovski N. Am., Ltd. v. House of China, Crystal & Silver, Inc., 848 So. 2d 452, 453 (Fla. 4th DCA 2003)(citing Bombardier Capital Inc. v. Progressive Mktg. Group, Inc., 801 So. 2d 131 (Fla. 4th DCA 2001), review denied, 828 So. 2d 388 (Fla.2002)).
The trial court apparently found that the forum selection clause in the Agreement was never intended to cover Madio’s tort claims and alleged violations of the Florida Deceptive and Unfair Trade Practices Act (“FDUTPA”).2 We disagree. The fact that one of Madio’s claims sounds in tort does not preclude enforcement of an otherwise valid forum selection clause where, as in this case, there is a significant and obvious nexus between the claim and the Agreement. See Henderson v. Idowu, 828 So. 2d 451, 453 (Fla. 4th DCA 2002). Madio’s tortious interference claim alleges that Appellants intentionally interfered with Madio’s business relationship with certain doctors by improperly contracting with them and that their interference resulted in a termination of Madio’s business relationship with some of these doctors. Resolution of this claim requires reference to or interpretation of the Agreement itself.
Similarly, the mere fact that Madio’s remaining claims allege statutory violations of the FDUTPA does not mean that they are not subject to the forum selection clause chosen by the parties. Like Ma-dio’s tortious interference claim, these claims have their origin and genesis in the Agreement. Clearly, a nexus exists between the FDUTPA claims and the Agree ment. Nor is there any merit to Madio’s contention that enforcement of a forum selection clause to its FDUTPA claims violates Florida’s public policy. See Aztec Med. Servs., Inc. v. Burger, 792 So. 2d 617 (Fla. 4th DCA 2001).
Finally, we find that enforcement of the forum selection clause is neither unreasonable nor unjust. It is not enough for Madio to show that litigation in California would result in additional expense or inconvenience. See Am. Online, Inc. v. Booker, 781 So. 2d 423, 424-25 (Fla. 3d DCA 2001). Instead, Madio must establish that trial of this case outside of Florida would be so gravely difficult as to effectively deprive it of its day in court. See Bombardier, 801 So. 2d at 134 n. 1 (citing Manrique v. Fabbri, 493 So. 2d 437, 440 n. 4 (Fla.1986)). Madio did not present such evidence and the trial court made no such finding.
Accordingly, we reverse and remand with directions to the trial court to enter an order dismissing Madio’s amended complaint for improper venue.
REVERSED and REMANDED.
POLEN and GROSS, JJ., concur. . Appellant Truck Insurance Exchange more accurately describes itself as a California reciprocal or interinsurance exchange, a creature of statute formed and operated pursuant to the California Insurance Code.
. See §§ 501.201-.213, Fla. Stat. (1997).
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Citator
Cited By (12 total)
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Baker v. Econ. Research Servs., Inc., 242 So. 3d 450 (Fla. 1st DCA 2018)…en determining whether an agreement's forum-selection clause applies to non-contractual claims, courts have considered whether there is a "significant and obvious nexus" between the claims and the agreement. Farmers Grp., Inc. v. Madio & Co., Inc. , 869 So. 2d 581, 582 (Fla. 4th DCA 2004). In Jackson v. Shakespeare Foundation, Inc. , 108 So. 3d 587 (Fla. 2013), the supreme court considered this issue in the context of arbitration clauses, noting that: A "significant relationship" between a claim and an arbit…
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R.S.B. Ventures, Inc. v. Berlowitz, 201 So. 3d 719 (Fla. 4th DCA 2016)…4th DCA 2004). As such, we find the forum selection clause at issue is mandatory. To evade enforcement of a mandatory forum selection clause, the contractually agreed upon venue must be “unreasonable or unjust.” Farmers Grp., Inc. v. Madio & Co., 869 So. 2d 581, 582 (Fla. 4th DCA 2004) (citation omitted). This court has clarified that it is not enough to merely “show that litigation in [another forum] would result in additional expense or inconvenience.” Id. at 583. Re-filing this matter in Miami-Dade is n…
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Gold Crown Resort Mktg. Inc. v. Phillpotts, 272 So. 3d 789 (Fla. 5th DCA 2019)…the benefits of their agreements unless they pay an annual fee, which the class alleges was waived, to Gold Crown. See SAI Ins. Agency, Inc. v. Applied Sys., Inc., 858 So. 2d 401, 404 (Fla. 1st DCA 2003); see also Farmers Grp., Inc. v. Madio & Co., 869 So. 2d 581, 582–83 (Fla. 4th DCA 2004). 8 We also decline to address the issue of venue as to Hillis and Confer because their agreements are not in the record, and Gold Crown failed to raise the issue in its initial brief. See J.A.B. Enters. v. Gibbons, 596…
Previewing 3 of 12 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Manrique v. Giorgio Fabbri, 493 So. 2d 437 (Fla. 1986)
- KEA v. Goodyear Tire & Rubber Co., 801 So. 2d 131 (Fla. 1st DCA 2001)
- Aztec Med. Servs., Inc. v. Robert Burger, M.D., 792 So. 2d 617 (Fla. 4th DCA 2001)
- Am. Online, Inc. v. Hampton G. Booker, 781 So. 2d 423 (Fla. 3d DCA 2001)
- Henderson v. Ayoade Idowu and Muyinat Idowu, 828 So. 2d 451 (Fla. 4th DCA 2002)
- Swarovski N. Am., Ltd. v. House OF China, 848 So. 2d 452 (Fla. 4th DCA 2003)