CORSEC, S.L., A SPANISH LIMITED LIABILITY COMPANY, APPELLANT,
v.
VMC INTERNATIONAL FRANCHISING, LLC, APPELLEE
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CORSEC, a Spanish company, appeals the denial of its motion to dismiss for improper venue based on a mandatory forum selection clause in its franchise agreement with VMC International requiring disputes to be litigated in Madrid, Spain. The court held that forum selection clauses are presumptively valid and that VMC's arguments about inconvenience and expense do not meet the high threshold for unenforceability.
Forum selection clauses are presumptively valid and enforceable. VMC's arguments regarding inconvenience and expense do not satisfy the stringent test for unenforceability, which requires a showing that trial in the contractual forum would be so gravely difficult and inconvenient that the party would be deprived of its day in court for all practical purposes.
[1] A forum selection clause is presumptively valid and enforceable.
[2] A party seeking to escape a forum selection clause must demonstrate that litigating in the contractual forum will be so gravely difficult and inconvenient that they will…
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Join FLexlaw to unlock all legal intelligence“Forum selection clauses such as the one at issue here are presumptively valid.”
Establishes the foundational principle that forum selection clauses receive presumptive validity in Florida law.
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Join FLexlaw to unlock all legal intelligenceIn January 2002, CORSEC (a Spanish limited liability company) and VMC International Franchising (a Florida LLC) entered into a franchise agreement con…
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WELLS, Judge.
Corsee, S.L., a Spanish company, appeals the denial of its motion to dismiss for improper venue, arguing that its franchise agreement with VMC International Franchising, a Florida limited liability company, mandated that actions against it by VMC be brought in Madrid, Spain. We agree.
In January 2002, Corsee and VMC entered into a franchise agreement in which they subjected themselves to the jurisdiction of the courts in Madrid and waived the right to proceed in any other forum:
The parties agree that their relationship as a result of this agreement will be governed by Spanish law. The parties expressly submit to the jurisdiction of the courts and tribunals of the capital City of Madrid, and they expressly waive their own forum, if it is different, due to their domicile or on other legal grounds.
By virtue of this provision, both parties agreed that in an action brought by VMC against Corsee venue is proper in only one place: Madrid.
VMC successfully avoided enforcement of this mandatory forum selection clause by arguing below that the length of time it would take to resolve this matter in the Spanish courts (six or seven years) and the difficulties involved in procuring Spanish counsel to represent it on a contingency fee basis made this provision unreasonable and unjust and thus unenforceable. We disagree.
Forum selection clauses such as the one at issue here are presumptively valid. Benefit Ass’n Int’l, Inc. v. Mount Sinai Comprehensive Cancer Ctr., 816 So. 2d 164, 168 (Fla. 3d DCA 2002), quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972); World Vacation Travel S.A., de C.V. v. Brooker, 799 So. 2d 410, 412 (Fla. 3d DCA 2001) (noting that enforcement of a forum selection clause does not violate Florida public policy). Courts are reluctant to interfere with parties’ agreements generally concluding, as did the United States Supreme Court in Zapata, that “[wjhatever ‘inconvenience’ [the plaintiff] would suffer by being forced to litigate in the contractual forum as it agreed to do was clearly foreseeable at the time of contracting.” Zapata, 407 U.S. at 17-18, 92 S.Ct. 1907. Thus, “inefficiency and lethargy in the [foreign] judicial system” will not render a selection clause unenforceable. Banner v. Pan American Assistance, Inc., 807 So. 2d 80, 82 (Fla. 3d DCA 2001). And as the Florida Supreme Court has noted, “the test of unreasonableness is not mere inconvenience or additional expense,” rather it is the equivalent of no forum at all:
[I]t should be incumbent on the party seeking to escape his contract to show that trial in the contractual forum will be so gravely difficult and inconvenient that he will for all practical purposes be deprived of his day in court. Absent that, there is no basis for concluding that it would be unfair, unjust, or unreasonable to hold that party to his bargain.
Manrique v. Fabbri, 493 So. 2d 437, 440 n. 4 (Fla.1986), quoting Zapata, 407 U.S. at 18, 92 S.Ct. 1907.
No such showing has been made in this case. Accordingly, the order under review is reversed.
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Espresso Disposition Corp. 1 & Rowland Coffee Roasters, Inc. v. Santana Sales & Mktg. Grp., Inc., 105 So. 3d 592 (Fla. 3d DCA 2013)…ides for a mandatory forum selection clause that is enforceable under Florida law. Florida courts have long recognized that “forum selection clauses such as the one at issue here are presumptively valid.” Corsec, S.L. v. VMC Int’l Franchising, LLC, 909 So. 2d 945, 947 (Fla. 3d DCA 2005) (enforcing forum selection clause in agreement that stated: “[t]he parties expressly submit to the jurisdiction of the courts and tribunals of the capital City of Madrid_”). This is because forum selection clauses “provide a…
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Am. Safety Cas. Ins. Co. v. Mijares Holding Co., LLC, 76 So. 3d 1089 (Fla. 3d DCA 2011)…rial court erred when it denied American’s motion to dismiss, which sought to enforce a venue selection clause. Florida courts have long recognized that “[f]orum selection clauses are presumptively valid.” Corsee, S.L. v. VMC Int’l Franchising, LLC, 909 So. 2d 945, 947 (Fla. 3d DCA 2005). They “provide a degree of certainty to business contracts by obviating jurisdictional struggles and by allowing parties to tailor the dispute resolution mechanism to their particular situation.” Manrique v. Fabbri, 493 So. 2…
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Steiner Transocean Ltd. v. Milena Efremova, 109 So. 3d 871 (Fla. 3d DCA 2013)…avoid that contractual agreement to establish “that trial in the contractual forum will be so gravely difficult and inconvenient that he will for all practical purposes be deprived of his day in court.” Corsec, S.L. v. VMC Intern. Franchising, LLC, 909 So. 2d 945, 947 (Fla. 3d DCA 2005) (quoting Manrique v. Fabbri, 493 So. 2d 437, 440 (Fla.1986)). Accordingly, we reverse the trial court’s order denying Steiner’s motion to dismiss, and remand for proceedings consistent with this opin [*874] ion.8 . The secon…
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
- THE Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972)
- Manrique v. Giorgio Fabbri, 493 So. 2d 437 (Fla. 1986)
- World Vacation Travel, S.A. v. Brooker, 799 So. 2d 410 (Fla. 3d DCA 2001)
- Benefit Ass'n Int'l, Inc. v. The Mount Sinai Comprehensive Cancer Ctr., 816 So. 2d 164 (Fla. 3d DCA 2002)
- Kanner v. PAN Am. Assistance, Inc., 807 So. 2d 80 (Fla. 3d DCA 2001)