Background
Star Manufacturing Extraction sought financing from Leasing Innovations to meet payment obligations under an equipment lease. Star alleged that Leasing Innovations required upfront fees and charges as a prerequisite to financing, accepted those payments, then did not provide funding or refund the money.
Star sued in Hendry County for civil theft, violation of the Florida Deceptive and Unfair Trade Practices Act, and unjust enrichment. Leasing Innovations sought dismissal based on a lease clause consenting to Suffolk County, Massachusetts courts for legal actions “commenced hereunder.” The county court dismissed without prejudice for Star to pursue its claims in Massachusetts.
The Court’s Holding
The Sixth District reversed and remanded. Reviewing the contract-interpretation issue de novo, it held that the forum-selection clause applied only to suits brought under the lease agreement itself.
“Commenced hereunder” meant a legal action begun in accordance with the agreement. Star’s claims instead rested on allegedly broken promises concerning upfront financing fees that predated the agreement, not on any lease term requiring Leasing Innovations to provide financing. The court therefore held that the clause did not apply and did not decide whether it was mandatory or permissive.
Key Takeaways
- A forum-selection clause applies according to its precise contractual wording.
- A clause covering actions “commenced hereunder” reaches claims based on the agreement, not every dispute between the parties.
- A court may consider a lease attached to a dismissal motion challenging the forum.
Why It Matters
The decision limits contractual forum clauses to the disputes their text actually covers. Claims based on alleged precontract conduct are not automatically governed by a later agreement merely because the parties’ relationship involved that agreement.