Facts
- Cynthia Russomano (f/k/a Cynthia C. Spall) and Joseph Maresca entered into an operating agreement for JEM Palm Beach, LLC, a business formed to operate a gym in Palm Beach County, Florida.
- The operating agreement stated that its performance and execution would occur in Palm Beach County.
- The operating agreement also included a “Jurisdiction and Venue” provision stating that any civil action or legal proceeding arising out of or relating to the agreement “shall be brought in Lee County or the United States District Court, Southern District of Florida,” and that each party consented to jurisdiction and waived venue objections.
- About three years later, Russomano sued Maresca and JEM Palm Beach, LLC in Palm Beach County, asserting claims arising out of the operating agreement; the agreement was attached to the complaint.
- Maresca and JEM moved to dismiss (in connection with enforcing the venue provision), arguing the forum-selection clause made Palm Beach County an improper venue because the agreement required suit in Lee County (or the specified federal court).
- The trial court granted the motion and dismissed the action based on the contract’s venue provision.
- Russomano appealed, arguing the case should have been transferred to Lee County rather than dismissed.
Issues
- When a plaintiff files suit in a Florida county contrary to a mandatory forum-selection clause selecting a different Florida county, is dismissal proper, or must the trial court transfer the case under Florida Rule of Civil Procedure 1.060(b)?
Decision
- The Fourth District Court of Appeal held the forum-selection clause was unambiguous and mandatory and could be enforced because Russomano did not show that enforcement would be unjust or unreasonable.
- The court reversed the dismissal, holding that the trial court should have transferred the case to Lee County under Florida Rule of Civil Procedure 1.060(b) instead of dismissing it.
- The court rejected the argument that prior Fourth District precedent created a rule requiring dismissal rather than transfer in this setting.
- The case was remanded with directions to enter an order transferring the action to Lee County.
Legal Principles
- A forum-selection clause is mandatory when it states or clearly indicates that litigation must or shall be initiated in a specified forum.
- Florida courts generally enforce mandatory forum-selection clauses unless the party resisting enforcement shows enforcement would be unjust or unreasonable.
- Florida Rule of Civil Procedure 1.060(b) permits transfer when an action is filed laying venue in the wrong Florida county, to a proper county where the action could have been brought.
- When a contract selects a particular county as the venue, challenges seeking to reform that venue provision (such as claims of mutual mistake) must be brought in the contractually selected venue.
Conclusion
Russomano v. Maresca enforced a mandatory forum-selection clause requiring suit in Lee County (or the specified federal court), but held that filing in the wrong Florida county calls for transfer under Rule 1.060(b), not dismissal, and remanded for entry of an order transferring the case to Lee County.