AMERICAN K-9 DETECTION SERVICES, INC., ET AL., APPELLANTS,
v.
RICHARD CICERO, BREILA CICERO, ETC., ET AL., APPELLEES
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American K-9 appealed the denial of its motion to dismiss for improper venue, arguing that a contractual provision was a consent-to-jurisdiction clause rather than a forum selection clause. The court affirmed, holding that the provision constitutes a permissive forum selection clause allowing venue in Central Florida courts, and that any ambiguity must be construed against the drafter, American K-9.
The court held that the provision constitutes a permissive forum selection clause under which venue is proper in Orange County. The court reasoned that consent to jurisdiction in a particular location is a hallmark of a permissive venue provision, and that the language used was analogous to clauses in prior cases interpreted as forum selection clauses. Any ambiguity in the provision must be construed against the drafter, American K-9.
[1] A contractual provision consenting to personal jurisdiction in a specific geographic area constitutes a permissive forum selection clause, even if the terms "forum" or "v…
[2] Forum selection clauses are presumptively valid and will be enforced by courts if they are unambiguous.
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Join FLexlaw to unlock all legal intelligence“consent to jurisdiction is a hallmark of a permissive venue provision”
Establishes that express consent to jurisdiction in a location supports interpreting a provision as a forum selection clause rather than merely a jurisdiction clause.
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Join FLexlaw to unlock all legal intelligenceRichard Cicero was employed by American K-9 as an explosive-detection dog handler. While on patrol in Afghanistan, Cicero was injured when he stepped …
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Appellant, American K-9 Detection Services, Inc. (“American K-9”), appeals from the trial court’s non-final order denying its motion to dismiss for improper venue, arguing the trial court erred in interpreting a provision in the parties’ contract as a forum selection clause. We affirm.
Appellee, Richard Cicero, was employed by American K-9 as a handler of dogs that detect explosives. While on patrol in Afghanistan, Mr. Cicero sustained serious injuries after stepping on an improvised explosive device, which his assigned dog failed to locate. As a result of the incident, Mr. Cicero and his wife, Breila Cicero, filed a complaint against American K-9 for breach of contract, negligence, negligent misrepresentation, and loss of consor*238tium. They brought the suit in Orange County, Florida.
To support their choice of venue, the Ciceros noted that Mr. Cicero and American K-9 had entered into an employment contract wherein they consented to personal jurisdiction in Central Florida. Specifically, the contract provides:
7. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict of law principles. Subject to Article IV, the federal and state courts within the State of Florida, United States of America shall have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. The Parties hereby expressly consent to: (a) the personal jurisdiction of the federal and state courts within Central Florida and (b) service of process upon either Party by registered mail sent to the address set forth at the beginning of this Agreement.
The Ciceros argued that the language providing, “[t]he Parties hereby expressly consent to: (a) the personal jurisdiction of the federal and state courts within Central Florida,” constitutes a permissive forum selection clause.1
American K-9 responded by filing a motion to dismiss for improper venue. In its motion, American K-9 argued the language at issue constitutes a consent-to-jurisdiction clause rather than a forum selection clause, emphasizing the provision does not use the words “forum” or “venue.” American K-9 maintained that, under Florida’s venue statutes, venue was proper only in Seminole County, Florida.2
After a hearing, the trial court denied American K-9’s motion, finding the provision at issue a forum selection clause whereby the parties consented to venue in any court in Central Florida. Because the order denying American K-9’s motion to dismiss was based on the trial court’s interpretation of a contractual provision, this Court’s standard of review is de novo. Weisser v. PNC Bank, N.A., 967 So.2d 327, 330 (Fla. 3d DCA 2007).
It is well-established that parties to a contract may stipulate to a particular forum in which to resolve future disputes, and such forum selection clauses are presumptively valid. Golden Palm Hospitality, Inc. v. Stearns Bank Nat’l Ass’n, 874 So.2d 1231, 1234-35 (Fla. 5th DCA 2004). The trial court must enforce forum selection clauses that are unambiguous. See Ware Else, Inc. v. Ofstein, 856 So.2d 1079, 1081 (Fla. 5th DCA 2003). In interpreting a contract, courts must not read a single term or group of words in isolation. Delissio v. Delissio, 821 So.2d 350, 353 (Fla. 1st DCA 2002). Rather, “the goal is to arrive at a reasonable interpretation of the text *239of the entire agreement to accomplish its stated meaning and purpose.” Id. To the extent any ambiguity exists, it will be strictly construed against the drafter. See Goodwin v. Blu Murray Ins. Agency, Inc., 939 So.2d 1098, 1102 (Fla. 5th DCA 2006).
As noted by American K-9, the terms “venue” and “jurisdiction” are not synonymous. See Taurus Stornoway Invs., LLC v. Kerley, 38 So.3d 840, 842 (Fla. 1st DCA 2010) (providing that “venue concerns the privilege of being accountable to a particular court in a particular location, whereas jurisdiction is the power to act, the authority to adjudicate the subject matter.” (quotation omitted)). Significantly, however, it has also been established that “consent to jurisdiction is a hallmark of a permissive venue provision.” Am. Boxing & Athletic Ass’n v. Young, 911 So.2d 862, 865 (Fla. 2d DCA 2005). In fact, there have been many instances in which Florida courts have interpreted provisions that omit the words “forum” or “venue” and refer only to “jurisdiction” in a particular location to be forum selection clauses. See, e.g., Young, 911 So.2d at 864 (interpreting, as permissive forum selection clause, provision that stated, “If any disputes arise which are related in any way to this document, then I consent and agree that jurisdiction for such dispute shall be in Bay City, Michigan.”); Golden Palm, 874 So.2d at 1236 (enforcing, as permissive forum selection clause, provision which read, “If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the jurisdiction of the courts of STEARNS County, State of Minnesota.”). The clause in the instant case, whereby the parties “expressly consent to ... the personal jurisdiction of the federal and state courts within Central Florida,” utilizes language analogous to the clauses in Young and Golden Palm.
Accordingly, we find the provision here is a permissive forum selection clause under which venue is proper in Orange County. To the extent the provision is susceptible to two interpretations — one in which it is merely a consent-to-jurisdiction clause, and another in which it is a forum selection clause — any ambiguities must be construed against the drafter, American K-9. We therefore affirm the trial court’s denial of American K-9’s motion to dismiss.
AFFIRMED.
SAWAYA and LAWSON, JJ., concur.
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Perez-Gurri Corp. v. McLeod, 238 So. 3d 347 (Fla. 3d DCA 2017)…examine the plain language of the contract for evidence of the parties' intent." Murley v. Wiedamann, 25 So. 3d 27, 29 (Fla. 2d DCA 2009). A single term or group of words must not be read in isolation. American K-9 Detection Servs., Inc. v. Cicero, 100 So. 3d 236, 238-39 (Fla. 5th DCA 2012). "Rather, 'the goal is to arrive at a reasonable interpretation of the text of the entire agreement to accomplish its stated meaning and purpose.' " Id. (quoting Ware Else, Inc. v. Ofstein, 856 So. 2d 1079, 1081 (Fla. 5th…
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Fla. Inv. Grp. 100, LLC v. Annalisa Lafont, 271 So. 3d 1 (Fla. 4th DCA 2019)
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Sears v. Forbes/Cohen Fla. Props., L.P., 223 So. 3d 292 (Fla. 4th DCA 2017)…ent as a whole, and “[t]he language being construed should be read in common with other provisions of the contract.” Royal Oak Landing Homeowner’s Ass’n v. Pelletier, 620 So. 2d 786, 788 (Fla. 4th DCA 1993); Am. K-9 Detection Servs., Inc. v. Cicero, 100 So. 3d 236, 238-39 (Fla. 6th DCA 2012). The two provisions, read together, indicate that Sears must follow all laws and ordinances, but that it has the right to challenge those laws and ordinances where they are illegal, or, as here, unconstitutional. Accordin…1 / 2
Previewing 3 of 11 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Delissio v. Delissio, 821 So. 2d 350 (Fla. 1st DCA 2002)
- Am. Boxing & Athletic Ass'n, Inc. v. Young, 911 So. 2d 862 (Fla. 2d DCA 2005)
- Golden Palm Hospitality, Inc. v. Stearns Bank Nat'l Ass'n, 874 So. 2d 1231 (Fla. 5th DCA 2004)
- Ware Else, Inc. v. Ofstein, 856 So. 2d 1079 (Fla. 5th DCA 2003)
- Celistics, LLC v. Gonzalez, 22 So. 3d 824 (Fla. 3d DCA 2009)
- Goodwin v. BLU Murray Ins. Agency, Inc., 939 So. 2d 1098 (Fla. 5th DCA 2006)
- Weisser v. PNC Bank, N.A., 967 So. 2d 327 (Fla. 3d DCA 2007)
- Taurus Stornoway Invs., LLC v. Kerley, 38 So. 3d 840 (Fla. 1st DCA 2010)