YAHYA TRADING CORP., ET AL.

v.

NOOR MOHAMED

Third District Court of Appeal State of Florida

Opinion filed July 30, 2025. Not final until disposition of timely filed motion for rehearing.

________________

No. 3D24-2201 Lower Tribunal No. 23-18356-CA-01 ________________

Yahya Trading Corp., et al., Appellants,

vs.

Noor Mohamed, Appellee.

An Appeal from a non-final order from the Circuit Court for Miami-Dade County, Charles Johnson, Judge.

Law Office of Alan I. Karten, PLLC, and Alan I. Karten (Boynton Beach), for appellants.

Giasi Law, PA., Melissa A. Giasi and Albert A. Zakarian, for appellee.

Before SCALES, C.J., and FERNANDEZ and GORDO, JJ.

GORDO, J.

2

Yahya Trading Corporation (“Yahya”) and Magid Rashidzada (“Magid”) appeal a non-final order denying their motion to dismiss Noor Mohamed’s (“Noor”) counterclaims for improper venue. We have jurisdiction. Fla. R. App. P. 9.130(a)(3)(A). We reverse and remand with instructions.

I.

Yahya is a trading business partly owned by Noor and Magid. Magid is a shareholder of Yahya and Noor serves as both a shareholder and director. Yahya filed the underlying action against Noor, asserting claims for negligence and breach of fiduciary duty owed to the company. Magid did not join the action as a plaintiff. Noor filed counterclaims against Yahya and added Magid and another entity M&N International, LLC (“M&N”) as defendants. M&N is a separate company in which Noor and Magid are members and conduct real estate transactions. Noor asserted eight counterclaims in total, five¹ of which exclusively arose from a separate real estate transaction between him and Magid through M&N. Yahya is neither a member of M&N nor a party to that transaction.

II.

“To the extent [a] trial court’s order denying the motion to dismiss for improper venue [is] based on interpretation of the contract’s forum selection clause, this court reviews that determination de novo.” Royal Caribbean Cruises Ltd. v. Ooi, 386 So. 3d 218, 221 (Fla. 3d DCA 2023). “We likewise apply de novo review to an order on a motion to dismiss.” Id.

III.

Yahya and Magid argue the trial court improperly denied their motion to dismiss the subject counterclaims as they arise from the Real Estate Agreement which contains a mandatory forum selection clause. They assert the court conflated the choice-of-law provision in M&N’s operating agreement (“LLC Agreement”)2 with the forum selection clause in the Real

2 This agreement outlines M&N’s management and ownership structure.

3 Noor argues the subject counterclaims were compulsory because they arose from the same transaction or occurrence and had to be filed to avoid waiver. Yahya sued Noor for negligence and breach of fiduciary duty. In response, Noor counterclaimed against Yahya and added Magid, alleging real estate transaction disputes involving him and Magid—one in which Yahya was not a party. Yahya’s complaint contains no allegations related to those disputes. Because the subject counterclaims do not arise from the same operative facts or involve the transaction that forms the subject matter of Yahya’s claims, they are not compulsory. See Londono v. Turkey Creek, Inc., 609 So. 2d 14, 19-20 (Fla. 1992) (“A compulsory counterclaim is ‘a defendant’s cause of action arising out of the transaction or occurrence that formed the subject matter of the plaintiff's claim’ . . . Consequently, the ‘logical relationship test’ is the yardstick for measuring whether a claim is compulsory . . . A claim has a logical relationship to the original claim if it arises out of the same aggregate of operative facts as the original claim in two senses: (1) that the same aggregate of operative facts serves as the basis of both claims; or (2) that the aggregate core of facts upon which the original claim rests activates additional legal rights in a party defendant that would otherwise remain dormant.”) (citations omitted).

This clause is commonly referred to as a choice of law clause. See Tribeca Asset Mgmt., 336 So. 3d at 248 (“Choice of law clauses consistently provide that the agreement be governed, construed, interpreted, or enforced by or in accordance with the laws of the State of Florida or another state of the parties’ choosing.”).

A clause by which parties stipulate to a particular forum for future litigation is known as a forum selection clause. See Rudman v. Numismatic Guar. Corp. of Am., 298 So. 3d 1212, 1214 (Fla. 3d DCA 2020) (holding that a forum selection clause reflects an agreement by which the parties “may stipulate to a particular forum in which to resolve future disputes, and such forum selection clauses are presumptively valid” (quoting Am. K-9 Detection Servs., Inc. v. Cicero, 100 So. 3d 236, 238 (Fla. 5th DCA 2012)).

4 We note the LLC Agreement contains no forum selection clause.

IV.

Noor argues that even if the forum selection clause is mandatory, Florida is the only convenient forum for litigating his claims against Magid arising from the Real Estate Agreement. We find no merit in this argument, as Noor did not show that enforcing the forum selection clause would be unreasonable or unjust. See Fairbanks Contracting & Remodeling, Inc. v. Hopcroft, 169 So. 3d 282, 284 (Fla. 4th DCA 2015) (“‘Unambiguous mandatory forum selection clauses contained in contract documents are presumptively valid and should be enforced in the absence of a showing that