Sunday, August 2, 2009

Action Dismissed Based On Forum Selection Clause

In TECO Barge Line, Inc. et al v. Hagan (2D08-4743), the Second District reversed the trial court's order on the appellant's motion to dismiss based upon a forum selection clause.

With limited exceptions that have not been raised by the parties in this case, forum selection clauses are presumptively valid and " 'should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.' " Bombardier Capital, Inc. v. Progressive Mktg. Group, Inc., 801 So. 2d 131, 134 (Fla. 4th DCA 2001) (quoting Manrique v. Fabbri, 493 So. 2d 437, 440 (Fla. 1986)). Here, as in Bombardier, the trial court did not find, nor was it shown, that enforcement would be unreasonable or unjust. Indeed, all of the parties to this appeal agree that the forum selection clause must be enforced. However, they dispute its meaning.


The interpretation of a contractual forum selection provision is a question of law subject to de novo review. Am. Boxing & Athletic Ass'n, Inc. v. Young, 911 So. 2d 862 (Fla. 2d DCA 2005). In conducting our de novo review, we begin with the principles that "[t]he polestar guiding the court in the construction of a written contract is the intent of the parties," and where "the language used is clear and unambiguous the parties' intent must be garnered from that language, and not from extrinsic evidence." Bombardier, 801 So. 2d at 134 (internal citations omitted).


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