Quick Cash, LLC v. Tradenet Enterprise Inc., Etc. , 2017 Fla. App. LEXIS 2362 ( 2017 )

Third District Court of Appeal
State of Florida
Opinion filed February 22, 2017.
Not final until disposition of timely filed motion for rehearing.
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No. 3D16-1640
Lower Tribunal No. 15-29723
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Quick Cash, LLC, etc.,
Appellant,
vs.
Tradenet Enterprise Inc., etc.,
Appellee.
An Appeal from the Circuit Court for Miami-Dade County, Antonio Marin,
Judge.
Wasson & Associates, Chartered, and Annabel C. Majewski; Jay B. Weiss,
P.A., and Jay B. Weiss, for appellant.
The Barthet Firm, and John C. Hanson, II, for appellee.
Before WELLS, ROTHENBERG, and LAGOA, JJ.
ROTHENBERG, J.
Quick Cash, LLC (“Quick Cash”) appeals a final order granting Tradenet
Enterprise Inc.’s (“Tradenet”) motion to dismiss Quick Cash’s complaint for lack
of jurisdiction and improper venue. The trial court’s decision was based on its
interpretation of a forum selection clause in the parties contract, which we review
de novo. Celistics, LLC v. Gonzalez, 22 So. 3d 824, 825 (Fla. 3d DCA 2009). The
clause at issue is as follows:
This purchase order shall be deemed entered into and performed
in the State of California and Buyer consents to the jurisdiction of
the State of California for purposes of enforcement of the terms
hereof. Buyer agrees to the above General Terms including but not
limited to terms relating to interest on late payments, conditional
terms, attorneys fees and jurisdiction for enforcement.
(Emphasis added). The issue in this case is whether the bolded portion of the above
forum selection clause reflects that the parties agreed to mandatory jurisdiction and
venue in California.
Parties to a contract may agree in writing to resolve all future disputes
arising out of the contract in a specific forum. Weisser v. PNC Bank, N.A., 967 So.
2d 327, 330 (Fla. 3d DCA 2007). Such forum selection clauses are either
permissive or mandatory. DVDPlay, Inc. v. DVD 123 LLC, 930 So. 2d 816, 818
(Fla. 3d DCA 2006) (stating that the contract’s mandatory clause “requires that a
particular forum be the exclusive jurisdiction for litigation concerning the
contract”); Regal Kitchens, Inc. v. O’Connor & Taylor Condo. Constr., Inc., 894
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So. 2d 288, 291 (Fla. 3d DCA 2005) (stating that permissive clauses “do not
exclude jurisdiction or venue in any other forum”).
The determination as to whether a term or clause is mandatory or permissive
does not depend on the inclusion or exclusion of specific “magic words.” Golf
Scoring Sys. Unlimited, Inc. v. Remedio, 877 So. 2d 827, 829 (Fla. 4th DCA
2004) (holding that although the forum selection clause did not contain the words
“must” or “shall,” the clause was nevertheless mandatory because it limited the
appropriate forum to only one option, to the exclusion of all others). Instead, the
test is whether, when read as a whole, the forum selection clause indicates that the
parties intended to try a case in the specified forum and to the exclusion of all
others. Celistics, 22 So. 3d at 826 (holding that a forum selection clause which
reads that “the parties agree to select the venue and jurisdiction of the Courts and
Tribunals of the city of Madrid” was mandatory based on the definitions of the
words “agree” and “select”); Weisser, 967 So. 2d at 331-32 (holding that a forum
selection clause was mandatory because it contained “words of exclusivity”).
The forum selection clause in the instant case contains “words of
exclusivity.” The inclusion of the phrase “shall be deemed entered into and
performed in the State of California . . . for purposes of enforcement of the
terms hereof” indicates that the parties intended for California to be the sole
venue for the enforcement of the terms of the purchase order. The phrase “consents
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to the jurisdiction of the State of California,” must be read together with the
adjoining words of exclusivity. Were this case to proceed in Florida, the words of
exclusivity in the clause would be rendered meaningless. World Vacation Travel,
S.A., de C.V. v. Brooker, 799 So. 2d 410, 412 (Fla. 3d DCA 2001) (stating that to
interpret the forum selection clause in that case as permissive would render certain
portions of the clause “utterly meaningless,” in violation of Florida’s principles of
contract interpretation).
We therefore, conclude that the parties clearly intended for any judicial
action, which may be necessary to enforce the terms of the purchase order, be had
exclusively in California. Because we find that the forum selection clause is
mandatory in nature, we affirm the trial court’s order dismissing the case for lack
of jurisdiction and improper venue.1
Affirmed.
1 We find that Quick Cash’s remaining arguments are without merit, and we
therefore decline to discuss them further.
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