Gold Crown Resort Mktg. Inc. v. Phillpotts

Citation: 272 So. 3d 789Docket: Case No. 5D18-840

Court: District Court of Appeal of Florida; April 29, 2019; Florida; State Appellate Court

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Gold Crown Resort Marketing, Inc. (Gold Crown) appeals the trial court's denial of its motion to dismiss a class action lawsuit for improper venue. The lawsuit, filed by class representatives Timothy Phillpotts, Susan Taylor, Bethann E. Ritter Snyder, Eric Hillis, and Karen Confer, alleges breach of contract and violations of Florida's Deceptive and Unfair Trade Practices Act, among other claims, related to annual membership fees that were supposedly waived in membership agreements with Gold Crown's affiliates. The membership agreements, which include forum selection clauses, were attached for Phillpotts and Taylor but not for the other three plaintiffs. Both Phillpotts and Taylor, residents of California, signed agreements with California affiliates that specified California law and jurisdiction.

Gold Crown contended that the absence of agreements for three plaintiffs required dismissal under Florida Rule of Civil Procedure 1.130(a) and argued that the forum selection clauses in the agreements with Phillpotts and Taylor mandated litigation in California courts. The trial court denied the motion, citing ambiguity in the forum selection clause, which Phillpotts and Taylor asserted should be construed against Gold Crown as the drafter. On appeal, Gold Crown argues that the trial court erred in finding the clauses ambiguous and that they clearly required the case to be brought in California. The appellate court reviews the trial court's interpretation of the contractual clauses de novo, emphasizing that unambiguous contracts should reflect the parties' intentions as evident within the document itself.

In determining the parties' intent in contract interpretation, unambiguous language is paramount, rendering judicial construction unnecessary. The parties have the right to choose the forum for disputes, with forum selection clauses categorized as either permissive or mandatory. Mandatory clauses must be enforced unless proven unreasonable or unjust, requiring litigation in a specified forum, while permissive clauses only indicate consent to jurisdiction. The classification of a forum selection clause is based on the overall intent of the parties, rather than specific wording. Clauses containing terms like 'must,' 'exclusive,' or 'shall' are typically mandatory, but the absence of such terms does not automatically categorize a clause as permissive. The forum selection clauses in the Phillpotts and Taylor agreements are deemed clear and mandatory, designating 'exclusive jurisdiction' and indicating enforceability in Florida despite lacking specific venue details. The relevant courts for these agreements are identified as California courts. Consequently, the court reversed the prior decision and instructed the trial court to dismiss Phillpotts and Taylor from class representation and their individual claims due to improper venue.

Jurisdiction over the nonfinal order is established per Florida Rule of Appellate Procedure 9.130(a)(3)(A). Aggrieved parties can appeal nonfinal orders related to venue to prevent litigation in an incorrect forum. Key parties include Phillpotts and Taylor from California, along with Hillis (also from California), and Ritter Snyder from Maryland, who utilized Gold Crown affiliates in Arizona. Confer is a resident of New York. Phillpotts entered a membership agreement with Metropolitan Clubs International in San Diego, while Taylor had a similar agreement 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 differing forum selection clauses in the Ritter Snyder agreement, as it was not raised in the lower court. Gold Crown contends that the forum selection clauses apply to noncontractual claims under the Florida Deceptive and Unfair Trade Practices Act (FDUTPA) and unjust enrichment, asserting these claims relate to the agreements’ performance due to alleged wrongful denial of benefits. Venue issues for Hillis and Confer are not addressed due to lack of record and failure to raise the issue in the initial brief; issues not included in the initial brief are considered abandoned and cannot be introduced in a reply brief.