FAIRBANKS CONTRACTING AND REMODELING, INC., APPELLANT,
v.
ANTHONY R. HOPCROFT AND MARY J. HOPCROFT, APPELLEES
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Fairbanks Contracting appeals a denial of its motion to dismiss for improper venue based on a forum selection clause in a home improvement contract. The court holds that the clause is enforceable and applies to the plaintiffs' FDUTPA claim because there is a significant nexus between the statutory claim and the underlying contract.
The court holds that the forum selection clause is enforceable and applies to the FDUTPA claim. The unambiguous language of the clause—applying to 'any proceeding relating to' the contract—is broad enough to encompass the FDUTPA claim given the significant nexus between the claim and the underlying contract. The clause is presumptively valid and enforceable absent a showing that enforcement would be unreasonable or unjust, which the Hopcrofts did not demonstrate.
[1] A forum selection clause in a contract applies to a statutory claim, such as a violation of the Florida Deceptive and Unfair Trade Practices Act (FDUTPA), when the claim…
[2] Whether a forum selection provision in a contract applies to an FDUTPA claim depends on the circumstances and the language of the clause.
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Join FLexlaw to unlock all legal intelligence“a valid forum selection clause applied to tort and FDUTPA claims where there was a "significant and obvious nexus between the claim and the Agreement"”
Establishes the framework for when forum selection clauses apply to FDUTPA claims—requires nexus between the claim and the contract
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Join FLexlaw to unlock all legal intelligenceFairbanks Contracting and Remodeling contracted with Anthony and Mary Hopcroft to install a walk-in tub and perform bathroom modifications. The Hopcro…
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Appellant Fairbanks Contracting and Remodeling, Inc., the defendant below, appeals a non-final order denying its motion to dismiss or transfer for improper venue. Appellant seeks to enforce a forum selection clause in a contract with the Appellees (plaintiffs below), Anthony and Mary Hop-croft. We agree that the clause is enforceable. Although Appellees’ complaint raises only a statutory claim of a violation of the Florida Deceptive and Unfair Trade Practices Act (FDUTPA), the claim has a significant relationship and clear nexus with the contract entered into between these parties. Accordingly, we reverse and remand for transfer of the action.
The parties entered into a contract for installation of a walk-in tub and the necessary bathroom modifications. The elderly Appellees contend that they were led to believe that this tub would meet their needs, but the tub was not suitable for various reasons, including a one foot high step up to get into the tub and a leak caused by defective installation of the tub door. Although the contract contains an express one-year warranty that labor and materials would be free from “substantial defects,” the Appellees have not alleged breach of contract or any warranty. Instead, their complaint — which catalogues a number of wrongful actions — alleges generally that, through its conduct, Appellant engaged in unfair and deceptive trade practices.
We agree with Appellant that a clear nexus exists between the FDUTPA claim and the contract in this case. Farmers Grp., Inc. v. Madio & Co., 869 So.2d 581, 582 (Fla. 4th DCA 2004) (holding that a valid forum selection clause applied to tort and FDUTPA claims where there was a “significant and obvious nexus between the claim and the Agreement”). Several allegations in the complaint correspond directly to express contractual provisions. For example, the alleged defect in the labor or materials that caused the tub to leak would appear covered by the express warranty, and the allegation that the company failed to obtain necessary permits would also be a violation of an express term of the contract. Moreover, the complaint expressly references the contract, including an allegation that, “by virtue of the agreement,” Appellant had misrepresented what was necessary to install the tub. (Emphasis added.)
Although cases such as Management Computer Controls, Inc. v. Charles Perry Construction, Inc., 743 So.2d 627 (Fla. 1st DCA 1999), and First Pacific Corp. v. Sociedade de Empreendimentos e Construcoes, Ltd., 566 So.2d 3 (Fla. 3d DCA 1990), concluded that the FDUTPA claims at issue were not subject to a forum selection clause, we agree that there is no per se rule. SAI Ins. Agency, Inc. v. Applied Sys.Inc., 858 So.2d 401 (Fla. 1st DCA 2003). Whether a forum selection provision in a contract applies to an FDUTPA claim depends on the circumstances, including the language employed in the clause. Id. at 404.
By its terms, the forum selection clause in the present case unambiguously applies to “any proceeding relating to ” the contract. (Emphasis added.) See Jackson v. Shakespeare Found., Inc., 108 So.3d 587, 593 (Fla.2013) (explaining that an arbitration provision that applies to any claim “relating to” a contract is broader than a provision that applies only to claims “arising out of’ a contract); Farmers Grp., 869 So.2d at 582 (explaining that the contract provided in unambiguous terms that it applied to “any action arising out of, connected with, or to enforce the Agreement”). Under the circumstances of this case, the *284unambiguous forum selection provision applies to the claim.
We disagree with Appellees’ argument that the forum selection clause is unenforceable because it was not sufficiently conspicuous. “[U]nambiguous mandatory forum selection clauses contained in contract documents are presumptively valid and should be enforced in .the absence of a showing that enforcement would be unreasonable or unjust.” Swarovski N. Am., Ltd. v. House of China, Crystal & Silver, Inc., 848 So.2d 452, 453 (Fla. 4th DCA 2003). Appellees did not show that enforcement would be unreasonable or unjust.
Accordingly, we reverse and remand with directions that the case be transferred to the Circuit Court for Marion County as provided in the forum selection clause.
Reversed and remanded.
LEVINE, CONNER and FORST, JJ., concur.
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Inspired Cap., LLC v. CONDÉ Nast, 225 So. 3d 980 (Fla. 3d DCA 2017)…hich the resolution of the disputed issue requires either reference to, or construction. of, a portion of the contract.” Id. Although Jackson' addressed the scope of an arbitration provision, in Fairbanks Contracting & Remodeling, Inc. v. Hopcroft, 169 So. 3d 282 (Fla. 4th DCA 2015), the Fourth District Court of Appeal applied the principles set forth in Jackson to a forum selection clause. The Fourth District recognized that the phrase any claim “relating to” the contract is broader in scope than the phrase…
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Total Quality Logistics, LLC v. Trade Link Cap., Inc. (Fla. 3d DCA 2023)
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Total Quality Logistics, LLC v. Trade Link Cap., Inc. (Fla. 3d DCA 2023)…566 So. 2d 3 (Fla. 3d DCA 1990)) (holding that a forum selection clause was inapplicable to FDUPTA claim—i.e., it was severable from the other claims—requiring it to be litigated separately) with Fairbanks Contracting & Remodeling, Inc. v. Hopcroft, 169 So. 3d 282, 283 (Fla. 4th DCA 2015) (“Whether a forum selection provision in a contract applies to an FDUTPA claim depends on the circumstances, including the language employed in the clause.”) providing that Clermont County, Ohio “shall be the exclusive ve…
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Join FLexlaw to unlock all legal intelligenceAuthorities Cited
- Mgmt. Computer Controls, Inc. v. Charles Perry Constr., Inc., 743 So. 2d 627 (Fla. 1st DCA 1999)
- Jackson v. The Shakespeare Found., Inc., 108 So. 3d 587 (Fla. 2013)
- Farmers Grp., Inc. v. Madio & Co., Inc., 869 So. 2d 581 (Fla. 4th DCA 2004)
- First Pac. Corp. v. Sociedade de Empreendimentos e Construcoes, 566 So. 2d 3 (Fla. 3d DCA 1990)
- SAI Ins. Agency, Inc. v. Applied Sys., Inc., 858 So. 2d 401 (Fla. 1st DCA 2003)
- Swarovski N. Am., Ltd. v. House OF China, 848 So. 2d 452 (Fla. 4th DCA 2003)