R.S.B. VENTURES, INC., A FLORIDA CORPORATION; NASSER MIZRAHI, INDIVIDUALLY; AND DR. VERONICA R. MOTIRAM-MIZRAHI A/K/A DR. VERONICA R. MOTIRAM, INDIVIDUALLY, APPELLANTS,
v.
JEFFREY S. BERLOWITZ, ESQ., INDIVIDUALLY; SIEGFRIED, RIVERA, HYMAN, LERNER, DE LA TORRE, MARS & SOBEL, P.A., A FLORIDA PROFESSIONAL ASSOCIATION; ROBERT P. LITHMAN, ESQ., INDIVIDUALLY; ROBERT P. LITHMAN, P.A., A FLORIDA PROFESSIONAL ASSOCIATION; ORSHAN, LITHMAN, SEIDEN, RAMOS, HATTON, HUESMANN & FAJARDO, LLP, A FLORIDA LIMITED LIABILITY PARTNERSHIP; RAMIRO C. ARECES, ESQ., INDIVIDUALLY; AND RAMIRO C. ARECES, P.A., A FLORIDA PROFESSIONAL ASSOCIATION, APPELLEES
AI-generated. These summaries, headnotes, and key points are machine-generated and may contain errors or omissions. Always verify against the full opinion text below. Not legal advice.
The court held that a mandatory forum selection clause in an engagement agreement is binding and presumed valid, requiring litigation to proceed in the specified county unless shown to be unreasonable or unjust.
[1] A forum selection clause is interpreted as a matter of law and reviewed de novo.
[2] A mandatory forum selection clause requires litigation to be brought in a specific forum and is presumed valid unless shown to be unreasonable or unjust.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligenceVentures hired Berlowitz as counsel for a loan dispute, signing an engagement agreement with a forum selection clause. Ventures later sued Berlowitz f…
The full statement of facts, procedural history, and disposition for this case are member content.
Join FLexlaw to unlock all legal intelligence© FLexlaw, Inc. — AI-generated enrichments are proprietary. All rights reserved.
Explore caselaw by topic → Browse Permissive Forum Selection Clauses cases and more on FLexlaw
R.S.B. Ventures, Inc., a Florida Corporation, Nasser Mizrahi, and Dr. Veronica R. Motiram-Mizrahi (collectively, “Ventures”) appeal an order dismissing a professional negligence claim for' improper venue with a suggested option to-permit refiling the action in Miami-Dade County. We affirm.
Florida Community Bank and Ventures entered into a real estate loan agreement in the approximate amount of $9.7 million. Subsequently, the Federal Deposit Insurance Corporation (“FDIC”) was approved as receiver for the loan after the bank closed. The FDIC demanded full re-payment. Ventures retained Jeffrey Berlow-itz, Esq., and Siegfried, Rivera, Hyman, Lerner, De La Torre, Mars & Sobel, P.A. (collectively, “Berlowitz”) as counsel and entered into an “Engagement Agreement” that contained a forum selection clause in the event of litigation arising out of Ber-lowitz’s services. On behalf of Ventures, Berlowitz then filed suit in Broward County to rescind the $9.7 million loan transaction and requesting that Ventures be released from the loan obligation. The FDIC counterclaimed for foreclosure, and ultimately prevailed.
In the proceedings below, Ventures filed a professional negligence suit claiming that Berlowitz was negligent in failing to realize that initiating proceedings against the FDIC would result in the foreclosure counterclaim. The malpractice suit was brought in Broward County where Ventures claimed proper jurisdiction because the alleged tort occurred there.
Berlowitz filed a motion to dismiss for improper venue arguing that the forum selection clause contained in the Engagement Agreement stipulated that “[t]he venue for the resolution of any disputes concerning this agreement shall be in Miami-Dade County, Florida.” The circuit court found the forum selection clause to be binding and granted the motion to dismiss for improper venue with the option to ré-file in Miami-Dade County.
Ventures appeals the order of dismissal. Because we find the forum selection clause to be mandatory and therefore presumed valid over statutorily designated venues, we affirm the trial court’s dismissal.
Because “an appellate court reviews the interpretation of a contractual forum selection provision as a matter of law,” this case is reviewed de novo. Am. Boxing & Athletic Ass’n, Inc. v. Young, 911 So.2d 862, 864 (Fla. 2d DCA 2005).
A mandatory forum selection clause requires that litigation be brought in a particular forum while a permissive forum selection clause merely represents consent to jurisdiction. Garcia Granados Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So.2d 273, 274-75 (Fla.1987) (quoting Swarovski N. Am., Ltd. v. House of China, Crystal & Silver, Inc., 848 So.2d 452, 453 (Fla. 4th DCA 2003)). A manda*721tory forum selection clause is identified by “exclusive” language and “must be honored by the trial court in the absence of a showing that the clause is unreasonable or unjust.” Michaluk v. Credorax (USA), Inc., 164 So.3d 719, 722-23 (Fla. 3d DCA 2015) (citation omitted).
The subject venue provision of the Engagement Agreement provides:
The venue for the resolution of any disputes concerning this agreement shall be in Miami-Dade County, Florida, with the prevailing party entitled to recover a reasonable attorney’s fee and costs at all trial and appellate levels. It is expressly understood and agreed that the parties hereto waive the right to a trial by jury of any dispute arising out of this agreement.
The word “shall” indicates exclusivity consistent with mandatory forum selection clauses. Moreover, this court has recognized that a forum selection clause using “the” to modify “venue” (“the venue”) indicates exclusivity consistent with mandatory forum selection clauses because the modification refers “to only one, to the exclusion of all others.” Golf Scoring Sys. Unlimited, Inc. v. Remedio, 877 So.2d 827, 829 (Fla. 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 neither unreasonable nor unjust.
Affirmed.
LEVINE and FORST, JJ., concur.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
R.S.B. Ventures, Inc. v. Berlowitz, 211 So. 3d 259 (Fla. 4th DCA 2017)…ed in part, and Remanded, Gerber and Klingensmith, JJ., concur. . On appeal, this court affirmed the order, holding that a forum selection clause was mandatory and that its enforcement was not unreasonable. See R.S.B. Ventures, Inc., v. Berlowitz, 201 So. 3d 719 (Fla. 4th DCA 2016). . The Mizrahis argue that, even if their malpractice claim was premature, the trial court should have abated the litigation rather than dismissing the complaint. However, because the Mizrahis never asked the trial court to abat…
-
Gold Crown Resort Mktg. Inc. v. Phillpotts, 272 So. 3d 789 (Fla. 5th DCA 2019)…and should be construed against the drafter.5 We agree. The trial court's ruling on a motion to dismiss based on the interpretation of a contractual forum selection clause is reviewed de novo as a matter of law. R.S.B. Ventures, Inc. v. Berlowitz, 201 So. 3d 719, 720 (Fla. 4th DCA 2016) (quoting Am. Boxing & Athletic Ass'n v. Young, 911 So. 2d 862, 864 (Fla. 2d DCA 2005)). The existence of ambiguity in a contract term is also a question of law reviewed de novo. North Star Beauty Salon, Inc. v. Artzt, 821…
-
H. Gregory 1, Inc. v. Cook, 222 So. 3d 610 (Fla. 4th DCA 2017)…vely in Miami-Dade County, Florida[.] The trial court denied the motion for reconsideration or in the alternative motion for transfer of venue without explanation. The dealer now appeals. We have de novo review. R.S.B. Ventures, Inc. v. Berlowitz, 201 So. 3d 719, 720 (Fla. 4th DCA 2016) (citing Am. Boxing & Athletic Ass’n v. Young, 911 So. 2d 862, 864 (Fla. 2d DCA 2005)). The venue clause in the sales order agreement employs the terms “exclusive” and “shall.” It is mandatory in nature by the use of its ter…
Previewing 3 of 6 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So. 2d 273 (Fla. 1987)
- Golf Scoring Sys. Unlimited, Inc. v. Remedio, 877 So. 2d 827 (Fla. 4th DCA 2004)
- Am. Boxing & Athletic Ass'n, Inc. v. Young, 911 So. 2d 862 (Fla. 2d DCA 2005)
- Michaluk v. Credorax (USA), Inc., 164 So. 3d 719 (Fla. 3d DCA 2015)
- Farmers Grp., Inc. v. Madio & Co., Inc., 869 So. 2d 581 (Fla. 4th DCA 2004)
- Swarovski N. Am., Ltd. v. House OF China, 848 So. 2d 452 (Fla. 4th DCA 2003)