Cengage Advantage Books: Fundamentals of Business Law Today 10th Edition by Roger LeRoy Miller

Exercise 19

Espresso Disposition Corp. 1 v. Santana Sales Marketing Group, Inc.
Florida Court of Appeal, Third District, 105 So.3d 592 (2013).
FACTS Espresso Disposition Corporation 1 and Santana Sales Marketing Group, Inc., entered into an agreement that included a mandatory forum-selection clause. (A forum-selection clause is a contract provision that designates the court or jurisdiction that will decide any disputes that may arise.) This clause stated that, "The venue with respect to any action pertaining to this Agreement shall be the State of Illinois." When Santana Sales filed a lawsuit against Espresso in a Florida state court, Espresso filed a motion to dismiss based on the agreement's forum-selection clause. Santana responded to the motion to dismiss by claiming that the forum-selection clause had been a mistake. Specifically, Santana said that when the agreement was drafted, another agreement between different parties had been copied, and by mistake, the venue provision had not been changed from Illinois to Florida. The court denied Espresso's motion to dismiss. Espresso appealed.
ISSUE Should the denial of Espresso's motion to dismiss be upheld because Santana claimed that the forum-selection clause had mistakenly listed Illinois and not Florida as the venue?
DECISION No. The state intermediate appellate court reversed the trial court's denial of Espresso's motion to dismiss and remanded the case to the lower court for the entry of an order of dismissal.
REASON The appellate court pointed out that Florida courts have long recognized the validity of forum-selection clauses. It stated that, "Forum-selection clauses provide a degree of certainty to business contracts by obviating [avoiding] jurisdictional struggles and by allowing parties to tailor the dispute resolution mechanism to their particular situation. Moreover, forum-selection clauses reduce litigation over venue, thereby conserving judicial resources, reducing business expenses, and lowering consumer prices."
The parties seeking to avoid enforcement of a forum-selection clause must show that enforcement would be unjust or unreasonable. The only way to do that is to establish that enforcement "would result in no forum at all." In this case, Illinois state courts clearly do exist. According to the court, "The agreement's plain language provides that the venue for any action relating to a controversy under the agreement … shall be the state of Illinois. The explicit language unequivocally renders the forum-selection clause mandatory."
FOR CRITICAL ANALYSIS-Legal Environment Consideration What impact will the court's decision most likely have on the parties to this dispute?