CARL A. POWERS JR. and DEEAZBROS, LLC, Appellants,
JOHN MELICK, Appellee.
final until disposition of timely filed motion for rehearing.
of a non-final order from the Circuit Court for the
Nineteenth Judicial Circuit, Martin County; Barbara W.
Bronis, Judge; L.T. Case No. 43-2016CA 0000229 CAAXMX.
William R. Ponsoldt, Jr. of Wright, Ponsoldt & Lozeau
Trial Attorneys, L.L.P., Stuart, for appellants.
G. Galardi of Beasley Kramer & Galardi, P.A., West Palm
Beach, for appellee.
Powers Jr. appeals a Martin County Circuit Court order
transferring his pending lawsuit to Palm Beach County Circuit
Court for improper venue. This court has jurisdiction to
review the non-final order. See Fla. R. App. P.
9.130(a)(3)(A). We conclude that the trial court erred in
transferring venue in that a contractual venue clause
authorized the filing of the lawsuit in any Florida state or
federal court and provided that the parties expressly waived
venue objections. Therefore, we reverse and remand for
Carl Powers Jr., and appellee, John Melick, were equal owners
of a Florida limited liability company known as Deeazbros,
LLC (the "LLC"). They entered into an operating
agreement, which included Article 13.20, governing resolution
of disputes. In subsection (a), the parties agreed:
This Agreement is to be construed and governed by the laws of
the State of Florida (without giving effect to principles of
conflicts of laws). Each party hereto irrevocably agrees that
any legal action or proceeding arising out of or in
connection with this Agreement may be brought in any state or
federal court located in Florida (or in any court in which
appeal from such courts may be taken), and each party agrees
not to assert, by way of motion, as a defense, or otherwise,
in any such action, suit or proceeding, any claim that it is
not subject personally to the jurisdiction of such court,
that the action, suit or proceeding is brought in an
inconvenient forum, that the venue of the action, suit or
proceeding is improper or that this Agreement or the subject
matter hereof may not be enforced in or by such court, and
hereby agrees not to challenge such jurisdiction or venue by
reason of any offsets or counterclaims in any such action,
suit or proceeding.
to a complaint appellant filed against Melick in 2016, the
LLC entered into a share purchase agreement with East Africa
Data Holdings LTD ("East Africa") whereby the LLC
was to act as a consulting company and receive monies for
consulting and promoting East Africa's business. He
alleged that the LLC would earn $12, 500 a month for this
consulting but that Melick diverted the money to himself
instead. Appellant amended the complaint to include a count
for dissolution and accounting of the LLC.
filed this lawsuit in the Martin County Circuit Court,
alleging that the principal offices of the LLC were located
in that county. He further alleged that pursuant to the
LLC's operating agreement, both parties agreed to submit
to Florida courts and waived any venue objections.
moved to dismiss the complaint for improper venue or to
transfer venue to the Palm Beach County Circuit Court,
alleging that the lawsuit had no connection with Martin
County, that appellant resided in West Palm Beach, and that
he resided in Miami-Dade County. He argued that
appellant's claims accrued in Palm Beach County, where
Melick already had filed a separate action for dissolution of
the same LLC. He also alleged that the LLC's principal
office was located in Palm Beach County. In addition, Melick
claimed that venue in Martin County was inconvenient to him
and potential witnesses in the case and that appellant was
forum shopping by his venue selection.
trial court initially dismissed the case. It later vacated
that order and transferred the case to the Palm Beach County
Circuit Court. In a separate order on rehearing and for
clarification, the trial court ruled that the language in
Article 13.20 was unenforceable because it failed to specify
in which particular Florida county venue would lie. It
provided instead that any legal action "may be brought
in any state or federal court located in Florida . . .
order on rehearing and clarification, the trial court also
ruled that venue was proper in Palm Beach County pursuant to
sections 47.011 and 605.0703(1), Florida Statutes (2016),
because appellant resided in Palm Beach County, the LLC's
principal office was located there, the cause of action
accrued there, and Melick's action to dissolve the LLC
was previously filed there.
venue issue in this case turns on a legal issue of contract
interpretation and application, and thus is subject to de
novo review. Mgmt. Computer Controls, Inc. v. Charles
Perry Constr., Inc.,743 So.2d 627, 630 (Fla. 1st DCA
1999); see also ...