Background
MSP Recovery Aviation, LLC, through an agent, contracted with Summit Aviation, Inc. to maintain, repair, and paint a helicopter. The service proposal incorporated Summit’s standard terms through a hyperlink. Those terms required the parties to litigate exclusively in the state or federal courts located in the county where Summit’s facility was located and applied to “any and all issues” relating to the agreement or its subject matter.
After Summit determined that the helicopter required more extensive work, a dispute arose over the work and invoices. Summit first sued MSP in Miami-Dade County, but the parties agreed that the contract and its venue provision were binding, and that action was dismissed without prejudice for refiling in the proper forum. Summit refiled in Delaware. MSP later sued Summit in Miami-Dade County for fraudulent misrepresentation, violation of the Florida Deceptive and Unfair Trade Practices Act, civil theft, declaratory judgment, conversion, and fraud in the inducement, alleging unauthorized painting and billing, a backdated invoice, and wrongful retention of aircraft components. The circuit court denied Summit’s motion to dismiss for improper venue.
The Court’s Holding
The Third District reversed, holding that MSP’s claims fell within the mandatory forum-selection clause. The clause granted exclusive jurisdiction to courts in the county where Summit’s facility was located and broadly covered any and all issues relating to the agreement or its subject matter; it was not limited to claims formally pleaded as contract causes of action.
Every claim had a clear nexus to the service agreement because the alleged unauthorized painting, billing, and retention of the tail rotor pitch shaft concerned work performed, services provided, or property handled in connection with that agreement. MSP could not avoid its agreed forum by invoking Florida law or labeling the claims as tort or statutory claims. The court remanded with directions to dismiss the action without prejudice to MSP’s refiling in the contractually designated forum.
Key Takeaways
- A mandatory forum-selection clause covering “any and all issues” relating to an agreement or its subject matter can reach contract, tort, and statutory claims.
- Courts look to the claims’ relationship to the agreement, not merely the labels attached to the causes of action.
- The appellate court required dismissal without prejudice, allowing MSP to refile in the forum designated by the contract.
Why It Matters
The decision reinforces that broadly worded mandatory forum-selection clauses govern disputes whose facts are connected to the parties’ contractual relationship, even when a plaintiff pleads fraud, civil theft, conversion, or consumer-protection claims. Litigants cannot preserve a preferred venue simply by recasting a contract-related dispute as noncontractual misconduct.