Background
Alexander Marine Co., Ltd., a Taiwanese yacht manufacturer and seller, insured shipments of three yachts from Kaohsiung, Taiwan, to Port Everglades, Florida, through two policies issued by Taiwanese insurer Fubon Insurance Company, Ltd. Each policy stated: “Subject to Taiwanese Law and Jurisdiction if the policy [sic] dispute.”
A fire aboard the transport vessel destroyed two yachts and damaged the third. After the third yacht was transferred to another ship and diverted to Tampa, it was damaged again when dropped during offload. Alexander Marine sued Fubon in Broward County for breach of contract over the amounts payable under the policies.
Fubon sought dismissal under the quoted forum-selection provision, or alternatively on forum non conveniens grounds. The circuit court dismissed solely under the provision and made no forum non conveniens findings.
The Court’s Holding
The Fourth District reversed and remanded. Alexander Marine preserved its argument that the provision was permissive by arguing below that it did not make Taiwanese jurisdiction exclusive, even though it did not use the word “permissive.”
On the merits, the court held that the clause merely identified Taiwanese law and jurisdiction; it lacked language such as “shall,” “must,” “exclusive,” or “only” that would make Taiwan the exclusive forum. It therefore constituted consent to jurisdiction in Taiwan but did not require dismissal of the Florida action.
The court did not decide whether this was a “policy dispute” within the clause’s scope. It also did not address forum non conveniens because the trial court expressly made no ruling or findings on that alternative ground.
Key Takeaways
- A forum-selection clause is generally permissive unless its language clearly makes the designated forum exclusive.
- Arguing that a clause does not make jurisdiction exclusive can preserve the permissive-versus-mandatory issue without using particular “magic words.”
- A trial court may still consider forum non conveniens on remand if appropriate, but must make the required adequacy and interest-factor findings.
Why It Matters
The decision underscores that naming a jurisdiction in a contract does not itself make that jurisdiction the only place suit may proceed. Parties seeking an exclusive forum should use explicit mandatory language.
For insurers and commercial parties using cross-border contracts, the ruling preserves separate analysis of forum-selection language and forum non conveniens. A permissive foreign-jurisdiction clause alone does not displace an otherwise available Florida forum.