Inspired Capital, LLC, and Erica Gary, derivatively on behalf of Inspired Food Solutions, LLC, Appellants,
Condé Nast, an unincorporated division of Advance Magazine Publishers, Inc., and FremantleMedia North America, Inc., Appellees.
final until disposition of timely filed motion for rehearing.
Appeal from a non-final order from the Circuit Court for
Miami-Dade County, Peter R. Lopez, Judge. Lower Tribunal No.
Hernandez Lee Martinez, LLP, and Jermaine A. Lee and Eric
Hernandez, for appellants.
and Reese LLP, and Eric J. Partlow and Donald A. Mihokovich
(Tampa), for appellee Condé Nast.
Stearns Weaver Miller Weissler Alhadeff & Sitterson,
P.A., and Jose G. Sepulveda; Glaser Weil, LLP, and Sean Riley
(Los Angeles, CA), for appellee FremantleMedia North America,
ROTHENBERG, C.J., and SALTER and LINDSEY, JJ.
plaintiffs below, Inspired Capital, LLC, and Erica Gary,
derivatively on behalf of Inspired Food Solutions, LLC,
appeal from a non-final order dismissing their first amended
complaint against defendants Condé Nast and
FremantleMedia North America, Inc. ("Fremantle")
based on a forum selection clause contained in a License
Agreement. Because the forum selection clause is mandatory
and the claims asserted against Condé Nast and
Fremantle are "relating to" the License Agreement,
Nast, as licensor, Inspired Foods Solutions, LLC, as
licensee, and Fremantle, as Condé Nast's
authorized representative, executed a Licensing Agreement.
The parties agree that the following forum selection clause
in subsection 12.4 of the License Agreement is mandatory:
Any action or proceeding between Licensor and Licensee
relating to this Agreement, whether
pertaining to the interpretation or enforceability hereof or
others, may only be brought in the courts of the State of New
York, county of New York or the federal courts located
therein, and both parties consent to the exclusive
jurisdiction of such courts.
added). The sole issue before this Court is whether the
claims the plaintiffs asserted against Condé Nast and
Fremantle in the first amended complaint-aiding and abetting
(Count 8), civil conspiracy (Count 13), and misappropriation
of trade secrets (Count 16)-are "relating to" the
License Agreement and therefore within the scope of the forum
Jackson v. Shakespeare Foundation, Inc., 108 So.3d
587 (Fla. 2013), the Florida Supreme Court addressed the
scope of an arbitration provision based on whether the
provision utilizes the term "arising out of" or
Two basic types of arbitration provisions have emerged: (1)
provisions with language and application narrow in scope, and
(2) provisions with language and application broad in scope.
An arbitration provision that is considered to be narrow in
scope typically requires arbitration for claims or
controversies "arising out of" the subject
contract. This type of provision limits arbitration to those
claims that have a direct relationship to a contract's
terms and provisions. In contrast, an arbitration provision
that is considered to be broad in scope typically requires
arbitration for claims or controversies "arising out of
or relating to" the subject contract. The
addition of the words "relating to" broadens the
scope of an arbitration provision to include those claims
that are described as having a "significant
relationship" to the contract-regardless of whether the
claim is founded in tort or contract law.
Id. at 593 (citations omitted). The Court also
explained that "a significant relationship is described
to exist between an arbitration provision and a claim if
there is a 'contractual nexus' between the claim and
the contract." Id. at 594. Further, "[a]
contractual nexus exists between a claim and a contract if
the claim presents circumstances in which the resolution of
the disputed issue requires ...