Court: District Court of Appeal of Florida; April 29, 2019; Florida; State Appellate Court
Gold Crown Resort Marketing, Inc. (Gold Crown) appeals a trial court's denial of its motion to dismiss a class action lawsuit for improper venue. The court's ruling is reversed. Gold Crown operates a membership-based resort business from its headquarters in Florida, using local affiliates to engage customers. Membership agreements executed by customers contain forum selection clauses with varying language based on the affiliate. Class representatives, including Phillpotts and Taylor, allege Gold Crown breached contracts and violated the Florida Deceptive and Unfair Trade Practices Act, among other claims, due to improper annual membership fees.
Gold Crown's motion to dismiss argued that three class representatives' agreements were not attached to the complaint, violating Florida procedural rules, and that the forum selection clauses in the agreements of Phillpotts and Taylor mandated litigation in California. The trial court denied the motion, finding the clauses ambiguous. Gold Crown contends that the clauses are clear and should compel jurisdiction in California, asserting that the trial court erred in its interpretation.
The appellate court notes that the interpretation of contractual clauses and the existence of ambiguity are both reviewed de novo. Contractual terms should reflect the parties' intentions, with unambiguous terms interpreted based solely on the document's content.
In contract interpretation, unambiguous language serves as the primary indicator of the parties' intent, negating the necessity for judicial construction. Forum selection clauses, which designate where disputes will be resolved, can be mandatory or permissive. Mandatory clauses require litigation in a specified forum and must be enforced unless proven unreasonable or unjust. In contrast, permissive clauses merely consent to jurisdiction. The determination of whether a clause is mandatory or permissive depends on the overall intent conveyed by the clause rather than specific wording.
The forum selection clauses in the Phillpotts and Taylor agreements are deemed clear and include mandatory language by using the term "exclusive jurisdiction." Although these clauses are floating—lacking a specific forum—they remain enforceable in Florida. The agreements specify that the affiliates are located in San Diego and Ventura, California, respectively, indicating that California courts hold exclusive jurisdiction. As a result, the trial court is instructed to dismiss Phillpotts and Taylor as class representatives and their individual claims due to improper venue. The appellate court reverses the previous order and remands for dismissal, affirming jurisdiction over the nonfinal order related to venue.
Phillpotts and Taylor, both from California, entered into membership agreements with Gold Crown affiliates in California, while Hillis is also from California. Ritter Snyder, from Maryland, had a Gold Crown affiliate agreement in Arizona, and Confer resides in New York. Phillpotts signed a membership agreement with Metropolitan Clubs International in San Diego, and Taylor with the now-defunct Vacation World International in Ventura. Gold Crown did not raise the rule 1.130(a) issue on appeal, and the court will not address the forum selection clause in the Ritter Snyder agreement, as it was not raised below. Gold Crown claims the forum selection clauses in the Phillpotts and Taylor agreements apply to noncontractual claims under the FDUTPA and for unjust enrichment, arguing these claims relate to the agreements' performance. The clauses cover 'construction, validity, and performance' of the agreements. The court declines to address venue issues for Hillis and Confer, as their agreements are not part of the record and Gold Crown did not raise this in its initial brief. Issues not raised in the initial brief are considered abandoned and cannot be introduced in a reply brief, referencing Snyder v. Volkswagen of Am. Inc., 574 So.2d 1161, 1161-62 (Fla. 4th DCA 1991).
