November 15, 2012

Be Careful What You Ask For

“Be Careful What You Ask For” or “Read The Contract Before You Sign It”: Third DCA Reverses For Enforcement Of Forum Selection Clause In Contract Despite Drafting Party’s Claim Of Mistake

Espresso Disposition Corp. 1 v. Santana Sales & Marketing Group, Inc., 3D12-1147

The parties signed an agreement, drafted by Santana, with a forum selection clause that specified Illinois as the venue for any action pertaining to the agreement. However, Santana later sued Espresso in Miami-Dade County for breach of the agreement. Espresso made several motions to dismiss the complaint on the basis of the forum selection clause. Santana claimed that it had mistakenly designated Illinois instead of Florida in drafting the agreement because Santana had used a form contract and simply forgot to change the venue from Illinois to Florida. The trial court denied Espresso’s motions to dismiss.

On appeal, the Third District Court of Appeal (“DCA”) noted that Florida law has long presumed that forum selection clauses in contracts are valid and enforceable. The Third DCA further stated that “the party seeking to avoid enforcement of [a forum selection] clause must establish that enforcement would be unjust or unreasonable” and that Florida law only held that standard is met where enforcement of the clause would effectively result in “no forum at all.” Am. Safety Cas. Ins. Co. v. Mijares Holding Co., LLC, 76 So. 3d 1089, 1092 (Fla. 3d DCA 2011). The Third DCA held that Santana could not establish that it would have “no forum” since the clause specified Illinois, which obviously has a functioning system of state courts. The court also held that it would be reversible error for a court to ignore a plain and unambiguous, mandatory forum section clause.

In a final warning to all practitioners, the court stressed that although modern computer word processing programs have eliminated the outdated need to physically cut and paste language between documents, “what has not been eliminated is the need to actually read and analyze the text being pasted, especially where it is to have legal significance.” The court finished by telling Santana, “Be careful what you ask for.” The Third DCA reversed the trial court’s denial of the motions to dismiss, and remanded for dismissal.