final until disposition of any timely and authorized motion
under Fla. R. App. P. 9.330 or 9.331.
appeal from the Circuit Court for Leon County. Charles W.
Christopher C. Marquardt of Alston & Bird LLP, Atlanta,
Georgia, and Claire A. Duchemin of Claire A. Duchemin PA,
Tallahassee, for Appellants.
T. Gimbel and Robert J. Telfer III of Messer Caparello PA,
Tallahassee, and John P. Leonard and Alfred R. Brunetti of
McElroy, Deutsch, Mulvaney & Carpenter, LLP, Morristown,
New Jersey, pro hac vice, for Appellee.
Research Services, Inc., (ERS) sued former employees Mary
Baker and Janet Thornton. Baker and Thornton moved to
dismiss, arguing they were sued in the wrong venue. The trial
court denied their motion, and Baker and Thornton appeal. We
reverse because of an agreement that venue for certain claims
would lie only in Delaware.
and Thornton once worked for ERS. In 2015, they resigned and
started working for an ERS competitor, Berkley Research
Group, LLC (BRG). Soon after, ERS sued Baker, Thornton, and
BRG in Leon County Circuit Court, alleging that the three
engaged in "predatory acts" designed to harm
ERS's Tallahassee office. The complaint asserted both
contract and tort claims. It alleged Baker and Thornton
violated non-compete provisions and restrictive covenants
contained in the parties' written agreements. There were
three agreements at issue: a 2007 Members Agreement, a 2011
Stockholder Agreement, and a 2015 compensation
plan. The 2007 and 2011 agreements had
forum-selection clauses, but ERS argued those clauses were no
longer in force and that their enforcement would be
"unjust, unreasonable and violative of the express terms
of the agreements."
defendants moved to dismiss. They contended the claims
against Baker and Thornton based on the 2007 and 2011
agreements failed because the 2015 compensation plan
superseded those agreements, rendering them void.
Alternatively, the defendants contended that if the 2007 and
2011 agreements remained in force, the forum-selection
clauses precluded litigation in Florida. In response, ERS
presented three arguments. First, ERS argued the
forum-selection clauses had not survived the termination of
the agreements. Second, ERS claimed that the venue issue was
not yet ripe because if the 2015 compensation plan controlled
(as the defendants alleged), it superseded the 2007 and 2011
agreements altogether, including their forum-selection
clauses. Finally, ERS argued that its complaint raised claims
unrelated to the 2007 and 2011 agreements, meaning the
forum-selection clauses would not apply even if they remained
trial court issued a short order denying the motion to
dismiss. The court said it accepted all the complaint's
allegations as true, but it offered no discussion of the
forum-selection clause issue. Baker and Thornton appeal.
parties have the right to select the forum for prospective
disputes. Land O'Sun Mgmt. Corp. v. Commerce &
Industr. Ins. Co., 961 So.2d 1078, 1080 (Fla. 1st DCA
2007) (citing Mgmt. Comput. Controls, Inc. v. Charles
Perry Constr., Inc., 743 So.2d 627, 631 (Fla. 1st DCA
1999)). And courts must enforce forum-selection agreements
unless they are "shown to be unreasonable or
unjust." Id. (citing Manrique v.
Fabbri, 493 So.2d 437, 440 (Fla. 1986)). Aggrieved
parties may appeal nonfinal orders that concern venue, Fla.
R. App. P. 9.130(a)(3)(A), so they can avoid being
"forced to litigate the entire controversy in the wrong
forum." Mgmt. Comput. Controls, Inc., 743 So.2d
agrees that the 2007 and 2011 agreements contained mandatory
forum-selection clauses, in which the parties
"irrevocably and unconditionally consent[ed]" to
"exclusive jurisdiction" in Delaware courts for any
litigation "arising out of or relating" to the
agreements. And everyone agrees that the 2007 and 2011
agreements are no longer in force. The principal question on
appeal is whether the forum-selection clauses survived after
the agreements terminated. We conclude that they did.
the substantive rights and obligations in a contract, a
forum-selection clause is a structural provision that
addresses the procedural requirements for dispute resolution.
See Silverpop Sys., Inc. v. Leading Mkt. Techs.,
Inc., 641 Fed.Appx. 849, 857 (11th Cir. 2016)
("While contractual obligations may expire upon the
termination of a contract, provisions that are structural
(e.g., relating to remedies and the resolution of disputes)
may survive that termination."). "Generally,
dispute-related provisions, such as forum-selection clauses,
are enforceable beyond the expiration of the contract if they
are otherwise applicable to the disputed issue ...