COPACABANA RECORDS, INC., APPELLANT,
v.
WEA LATINA, INC., APPELLEE
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.
Copacabana Records appealed the dismissal of its lawsuit against WEA Latina based on a forum selection clause in their contract. The court affirmed the dismissal, holding that the exclusive forum selection clause requiring disputes to be litigated in New York City is enforceable and must be honored.
The court held that the forum selection clause is enforceable as an exclusive forum provision and that Copacabana failed to demonstrate that enforcement would be unreasonable or unjust. The court also held that Copacabana's claim against the third-party defendant Caiman Records does not override the contractual forum selection clause with WEA Latina.
[1] A forum selection clause is properly viewed as providing an exclusive forum for disputes between parties pertaining to an agreement.
[2] Where two clauses of an agreement are repugnant and cannot stand together, the first shall be received and the latter rejected.
Previewing 2 of 5 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“forum selection clauses should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.”
Establishes the legal standard for enforcing forum selection clauses under Florida law
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceCopacabana Records and WEA Latina entered into an agreement containing a forum selection clause designating New York City as the exclusive forum for d…
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 Forum Selection Clause Enforceability cases and more on FLexlaw
PER CURIAM.
Copacabana Records, Inc., appeals an order dismissing its lawsuit against WEA Latina, Inc., without prejudice to refile in New York City pursuant to the forum selection clause of the parties’ contract. We affirm.
First, we agree with Judge Postman that the forum selection clause is properly viewed as providing that New York City will be the exclusive forum for disputes between the parties pertaining to the agreement. We conclude that the seemingly contradictory language contained in the third sentence of the forum selection clause must be disregarded. “Where two clauses of an agreement are repugnant and cannot stand together, the first shall be received and the latter rejected.” Boden v. Atlantic Federal Savings and Loan Association, 396 So. 2d 827, 829 (Fla. 4th DCA 1981) (citation omitted).*
As held in Manrique v. Fabbri, 493 So. 2d 437 (Fla.1986), “forum selection clauses should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.” Id. at 439 (footnote omitted). This requires a showing “that trial in the contractual forum will be so gravely difficult and inconvenient that [the party] will for all practical purposes be deprived of [its] day in court.” Id. at 439 n. 4 (citation and internal quotation marks omitted). Copacabana has failed to make the required showing.
Copacabana contends that the lawsuit should remain here because it has in this same lawsuit sued another defendant, Caiman Records, claiming that Caiman has tortiously interfered with the contract between Copacabana and WEA Latina. That fact does not override the contractual forum selection clause. Copacabana’s suit against Caiman can proceed without WEA Latina.
Affirmed.
*
The forum selection clause states:
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF NEW YORK AND ITS VALIDITY, CONSTRUCTION, PERFORMANCE AND BREACH SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED THEREIN. COPACABANA AGREES TO SUBMIT TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN NEW YORK CITY IN ANY ACTION WHICH MAY ARISE OUT OF THIS AGREEMENT AND SAID COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER ALL DISPUTES BETWEEN WEA LATINA AND COPACABANA PERTAINING TO THIS AGREEMENT AND ALL MATTERS RELATED THERETO. NOTHING CONTAINED HEREIN SHALL LIMIT WEA LATINA’S RIGHTS TO INSTITUTE SUIT IN JURISDICTIONS OTHER THAN NEW YORK OR CONSTITUTE A WAIVER OF ANY OTHER REMEDIES AVAILABLE TO WEA LATINA.
Cases With Similar Vibessemantic neighbors from the corpus
Citator
Cited By
-
Golden Palm Hospitality, Inc. v. Stearns Bank Nat'l Ass'n, 874 So. 2d 1231 (Fla. 5th DCA 2004)…rce and the competent courts of a specific forum and simultaneously waives any other territorial jurisdiction can only be deemed mandatory.”) (citation omitted), review denied, 821 So. 2d 292 (Fla.2002); Copacabana Records, Inc. v. WEA Latina, Inc., 791 So. 2d 1179 (Fla. 3d DCA 2001); Management Computer Controls; Sanwa Bank, Ltd. v. Kato, 734 So. 2d 557 (Fla. 5th DCA 1999). The essential provision of the forum selection clause in the instant case states that “Borrower agrees upon Lender’s request to submit t…
-
Michaluk v. Credorax (USA), Inc., 164 So. 3d 719 (Fla. 3d DCA 2015)…County.” Id. By contrast, Florida and federal cases analyzing clauses with similar language as the instant clause — but containing additional words of exclusivity — have been deemed mandatory. See e.g., Copacabana Records, Inc. v. WEA Latina, Inc., 791 So. 2d 1179 (Fla. 3d DCA 2001) (providing in pertinent part: “This agreement ... shall be governed by the laws of the State of New York.... Copacabana agrees to submit to the jurisdiction of the Federal or State courts in New York City in any action which may a…
-
Venus Concept USA, Inc. v. THE Angelic Body, LLC, 362 So. 3d 258 (Fla. 2d DCA 2023)…. 4th DCA 2003) (acknowledging a forum selection clause cannot be thwarted by joining causes of action that would undo the intent of the provision (citing Intercapital, 683 So. 2d at 532)); see also, e.g., Copacabana Recs., Inc. v. WEA Latina, Inc., 791 So. 2d 1179, 1180 (Fla. 3d DCA 2001) (explaining that the plaintiff's joinder of another defendant did not "override the contractual forum selection clause" with the contracting defendant). Having determined that the counts brought by Ultimate Image were improp…1 / 2
Previewing 3 of 5 citing cases — full citator treatment, depth of discussion, and citing context are member features.
Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Manrique v. Giorgio Fabbri, 493 So. 2d 437 (Fla. 1986)
- Brown v. Jacobson Mfg. Co., 396 So. 2d 827 (Fla. 4th DCA 1981)