Background
Treasure Coast Classical Academy, a Martin County charter school, contracted with The Optima Foundation for administrative and operational services. After becoming dissatisfied with Optima’s performance, the Academy sued in Martin County for injunctive relief, breach of the service agreement, breach of an information-technology agreement, and conversion.
Optima moved to dismiss for improper venue based on a provision stating that the parties’ rights “shall be subject to the jurisdiction of and be construed according to the laws of the State of Florida, with venue in Collier County, Florida.” The circuit court treated that language as an exclusive venue requirement and dismissed the complaint without prejudice. The Academy appealed, arguing that the clause permitted—but did not require—litigation in Collier County.
The Court’s Holding
The Fourth District held that the venue provision was permissive, not mandatory. Although the provision used “shall,” the court concluded that the comma before “with venue in Collier County” separated the venue language from the mandatory language governing jurisdiction and Florida law. The clause also lacked exclusive terms establishing that Collier County was the only permissible venue.
Because Optima did not dispute that venue was otherwise proper in Martin County, where the causes of action accrued, the Academy was entitled to litigate there. The court reversed the dismissal and remanded for further proceedings. It did not address the Academy’s separate argument concerning the IT agreement because the dismissal order did not mention that agreement and the appellate record lacked a hearing transcript.
Key Takeaways
- A contractual venue clause is mandatory only when its language requires litigation in the designated forum rather than merely permitting it.
- Punctuation can determine contractual meaning: here, a comma prevented “shall” from making the Collier County venue language exclusive.
- Because the clause was permissive and the claims accrued in Martin County, dismissal for improper venue was error.
Why It Matters
The decision underscores that Florida courts closely examine the precise wording and punctuation of forum-selection provisions. Naming a county as a proper venue does not necessarily make it the exclusive venue when the contract lacks language clearly requiring all litigation to be filed there.
Parties seeking an exclusive forum should use direct, unmistakable terms such as “only” or language expressly requiring that disputes “shall be brought” in the selected county.