STRAIGHT, INC., APPELLANT,
v.
YORBA LINDA COMMERCENTER ASSOCIATES, A GENERAL PARTNERSHIP, WILLIAM K. DAVIS, RICHARD E. LUCY, CHARLES BUCHANAN, ROBERT J. THIERGARTNER AND ALAN J. TUNTLAND, AS GENERAL PARTNERS OF DAVIS YORBA LINDA COMMERCE CENTER ASSOCIATES, AND NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY D/B/A YORBA LINDA COMMERCENTER ASSOCIATES, A GENERAL PARTNERSHIP, APPELLEES

Fla. 2d DCA | 1992-02-28
No. 91-02489
FRANK, A.C.J., and ALTENBERND, J., concur.
594 So. 2d 849 Florida District Court of Appeal, Second District (1992) Positive Treatment
Cited by 3 cases

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Synopsis

Straight, Inc. challenged the trial court's denial of its motion to dismiss for improper venue based on a forum selection clause in a commercial lease agreement. The appellate court reversed, holding that the forum selection clause requiring litigation in California was enforceable and that the trial court abused its discretion in refusing to enforce the parties' agreement.


Holding

The forum selection clause is enforceable and does not violate the strong public policy of Florida or California. The trial court abused its discretion by refusing to enforce the parties' agreement, and the motion to dismiss must be granted with the action dismissed.


Headnotes

[1] Forum selection clauses in contracts are generally enforceable unless they violate public policy.

[2] A forum selection clause is enforceable when it is reasonable and not the result of unequal bargaining power.

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Key Quotes

“This Lease shall be governed by the laws of the State where the Industrial Center is located and any litigation concerning this Lease between the parties hereto shall be initiated in the county in which the Industrial Center is located.”

The exact forum selection clause from paragraph 29 of the lease agreement that the court found to be enforceable.

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Facts & Procedural History

Straight, Inc. leased an industrial center in Yorba Linda, California from Yorba Linda Commercenter Associates pursuant to a lease agreement executed …

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Opinion of the Court
PATTERSON, Judge.

PATTERSON, Judge.

The appellant challenges the denial of its motion to dismiss the appellees’ complaint for improper venue. The appellant contends that the trial court should have dismissed the complaint based on the forum selection clause contained in the parties’ contract. Under the circumstances presented here, we agree and reverse.

The parties entered into a lease agreement on June 19, 1989, whereby the appellant leased property, termed an “industrial center,” located in Yorba Linda, California, from appellee Yorba Linda Commercenter Associates. The lease contemplated notices and rent payments to be sent to the lessor in Newport Beach, California. The contract showed that the appellant corporation was located in St. Petersburg, Florida. Paragraph twenty-nine of the lease states:

Binding Effect; Choice of Law.... This Lease shall be governed by the laws of the State where the Industrial Center is located and any litigation concerning this Lease between the parties hereto shall be initiated in the county in which the Industrial Center is located.

Around August 1, 1990, the appellant vacated the premises and stopped paying rent. Thereafter, the appellees brought an action in Pinellas County, Florida, against the appellant for breach of the lease agreement. The apparent basis for jurisdiction was the allegation that the appellant’s principal place of business is in Pinellas County, Florida. The appellant moved to dismiss the amended complaint and alleged improper venue based on paragraph twenty-nine of the lease. After hearing, the court entered an order denying the motion to dismiss. This appeal of a nonfinal order follows, pursuant to Florida Rule of Appellate Procedure 9.130(a)(3)(A).

Under the present circumstances, the forum selection clause contained in the lease is enforceable and does not violate the strong public policy of Florida or California. See Manrique v. Fabbri, 493 So. 2d 437 (Fla.1986); Smith, Valentino & Smith, Inc. v. Superior Court of Los Angeles County, 17 Cal.3d 491, 131 Cal.Rptr. 374, 551 P. 2d 1206 (1976). The appellees argue that Smith, Valentino & Smith, Inc. supports their position and distinguishes a “forum selection” clause from a “venue selection” clause. That case, however, upheld a forum selection clause which called for litigation to occur in a particular city, Philadelphia. The court held that “courts possess discretion to decline to exercise jurisdiction in recognition of the parties’ free and voluntary choice of a different forum.” Smith, Valentino & Smith, Inc., 131 Cal.Rptr. at 377, 551 P. 2d at 1209, quoted in Manrique, 493 So. 2d at 440 (emphasis in original).

Here, the trial court abused its discretion when it refused to enforce the parties’ agreement. The only connection with Florida is the appellant’s principal place of business. The appellee partnership is in California, the leased property is in California, and presumably, the witnesses are in California. Thus, rather than being unreasonable, the California forum is particularly reasonable. Furthermore, the parties have not shown that choice of the California forum was the result of unequal bargaining power. As recognized in both Manrique and Smith, Valentino & Smith, Inc., the modern trend is to enforce reasonable forum selection clauses. Thus, we reverse the trial court’s order denying the appellant’s motion to dismiss and remand the cause with directions that the trial court dismiss the action.

FRANK, A.C.J., and ALTENBERND, J., concur.


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Citator

Cited By

  • Southwall Techs., Inc. v. Hurricane Glass Shield, 846 So. 2d 669 (Fla. 2d DCA 2003)
    …ne’s reasons for filing suit in Florida related solely to convenience and expense. Nothing was argued that rose to the level of unreasonableness described by the supreme court in Manrique. See also Straight, Inc. v. Yorba Linda Commercenter Assocs., 594 So. 2d 849 (Fla. 2d DCA 1992) (holding that trial court abused its discretion in refusing to enforce forum selection clause). Therefore, we reverse and remand for the trial court to dismiss the case based on improper venue. Reversed and remanded with directi…
  • AllState Ins. v. All Ins. Restoration Serv. (11th Cir. Ct. App. Div. 2020)

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