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Baker v. Economic Research Services, Inc.

Florida Court of Appeals, First District

March 22, 2018

Mary Baker and Janet Thornton, Appellants,
v.
Economic Research Services, Inc., Appellee.

         Not final until disposition of any timely and authorized motion under Fla. R. App. P. 9.330 or 9.331.

          On appeal from the Circuit Court for Leon County. Charles W. Dodson, Judge.

          Christopher C. Marquardt of Alston & Bird LLP, Atlanta, Georgia, and Claire A. Duchemin of Claire A. Duchemin PA, Tallahassee, for Appellants.

          Albert 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.

          Per Curiam.

         Economic 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.

         I.

         Baker 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2015 compensation plan.[1] The 2007 and 2011 agreements had forum-selection clauses, but ERS argued those clauses were no longer in force and that their enforcement would be "unjust, unreasonable and violative of the express terms of the agreements."

         The 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the claims against Baker and Thornton based on the 2007 and 2011 agreements failed because the 2015 compensation plan superseded those agreements, rendering them void.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 in force.

          The 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.

         II.

         Contracting 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 at 630.

         Everyone 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.

         Unlike 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 ...


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