PIERCE LAW GROUP, LLP

v.

JALEH FACTOR, ET AL.

Third District Court of Appeal State of Florida

Opinion filed April², 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-1444 Lower Tribunal No. 23-28548-CA-01 ________________

Pierce Law Group, LLP, Appellant,

vs.

Jaleh Factor, et al., Appellees.

An Appeal from a non-final order from the Circuit Court for Miami-Dade County, David C. Miller, Judge.

Freeman Mathis & Gary, LLP, and Robert M. Klein, and Andrew M. Feldman, and Christopher J. Fraga, for appellant.

Boyle, Leonard & Anderson, P.A., and Molly Chafe Brockmeyer (Ft. Myers), for appellees.

Before LOGUE, C.J., and EMAS, and LINDSEY, JJ.

LINDSEY, J.

I.

BACKGROUND

This is a legal malpractice case arising out of prior litigation in the Eleventh Judicial Circuit. In that litigation, Pierce (a California law firm) represented Appellees—Sewby, LLC and Jaleh Factor—pro hac vice in Florida courts. That representation was governed by a Representation Agreement between Pierce and Appellees dated August 29, 2020. In the present litigation, Appellees assert Pierce committed malpractice by failing to pursue certain claims that were later pursued and settled by Appellees’ successor counsel.

In May of 2024, Pierce filed a Motion to Dismiss Amended Complaint for Failure to State a Claim, or for Improper Venue, or Alternatively to Compel Arbitration. The trial court held a hearing in August of 2024 and denied the Motion to Dismiss in its entirety in a written order. The trial court held in its order that “[t]he Defendants’ Engagement Agreement was limited to legal services provided: ‘entirely within the State of California”, and that “[t]he

11. GOVERNING LAW / ARBITRATION. This

Agreement will be governed by the laws of the State of California applicable to contracts entered into and to be performed entirely within the State of California, and may only be amended in a writing signed by the parties. The venue for the resolution of any disputes between the parties will be Los Angeles, California. Any dispute concerning this Agreement, our Firm’s representation of you in this matter, or any other dispute between Client and Firm shall be submitted and decided by binding mandatory arbitration under the jurisdiction of the Beverly Hills Bar Association. If the Beverly Hills Bar Association does not have the jurisdiction or capacity to conduct any such arbitration, then the arbitration shall be conducted pursuant to the rules of the ADR Services with venue in Los Angeles. You are entitled to consult with an independent lawyer to review this arbitration provision before agreeing to it. By accepting these Agreement terms, you acknowledge that you have consulted with independent counsel, or if not, that you had the opportunity to do so.

This was the trial court’s analysis of the issue: Listen, I think this agreement only applies to any contract between the parties that’s to be performed entirely within the state of California. The allegation

I’m going to deny the motion because I find that this contract allegedly, at least at this point, allegedly was to be performed in the state of Florida, not in the state of California. . . .

And I do respect the parties’ right to agree. And they agreed that whatever they were agreeing to is only with respect to services to be performed entirely within the state of California, and that is a precursor condition. I’m not sure of the right word, but I think of those might apply to the entire agreement, and by extension [the venue clause].

So I think that will make the issue on appeal very, very concise.

II.

ANALYSIS

“The interpretation of a contract, including whether the contract or one of its terms is ambiguous, is a matter of law subject to de novo review.” Super Cars of Miami, LLC v. Webster, 300 So. 3d 752, 754-55 (Fla. 3d DCA 2020) (quoting Real Estate Value Co., Inc. v. Carnival Corp., 92 So. 3d 255, 260 (Fla. 3d DCA 2012)). “A text should not be construed strictly, and it should not be construed leniently; it should be construed reasonably, to contain all that it fairly means.” Prop. Registration Champions, LLC v. Mulberry, 373 So. 3d 675, 679 (Fla. 5th DCA 2023) (quoting Antonin Scalia, A Matter of Interpretation: Federal Courts and the Law 23 (new ed.)). In

First, we note that Paragraph 11 contains three separate provisions: a choice of law clause, a venue selection clause, and an arbitration clause. There is no indication in the language that any of the three provisions is dependent or contingent on either of the other two clauses. The choice of law clause reads: “This Agreement will be governed by the laws of the State of California applicable to contracts entered into and to be performed entirely within the State of California, and may only be amended in a writing signed by the parties.” The phrase “and to be performed entirely within the State of California” is not a limitation or qualifier. The portion of text that reads “the laws of the State of California applicable to contracts entered into and to be performed entirely within the State of California” answers the question, “by which laws will this Agreement be governed?” Put another way, “the laws . . . applicable to contracts entered into and to be performed entirely within the State of California” answers the question, “which laws of the State of California will govern this contract—

III.

CONCLUSION

For the forgoing reasons, we are compelled to reverse and remand with instructions to grant Pierce’s Motion to Dismiss for Improper Venue.

Reversed and remanded with instructions.