Can a Forum-Selection Clause Force Your Florida Business to Litigate Elsewhere?

Three Florida appellate decisions show why a few words can determine the forum—and whether fraud, FDUTPA, civil theft, and other noncontract claims travel with the contract.

By Nickolas C. Ekonomides  |  Published October 14, 2026  |  Updated October 14, 2026

Legal status checked October 14, 2026: The three 2026 opinions discussed below remained marked nonfinal while any timely rehearing proceedings were pending. Recheck their status before relying on them in a specific matter.

Short answer: Often, yes. A Florida court ordinarily enforces a valid, mandatory forum-selection clause, but the clause must clearly require the selected forum rather than merely permit it. Even a mandatory clause applies only to the claims its wording reaches. Broad language covering disputes relating to an agreement may include fraud, FDUTPA, civil-theft, and conversion claims tied to contract performance, while narrow language covering actions commenced under an agreement may not reach claims based solely on independent promises made before the contract.

Key Takeaways

1. A Florida court ordinarily enforces a valid, mandatory forum-selection clause, but the clause must clearly require the selected forum rather than merely permit it.
2. Words such as exclusive, must, only, and a clear shall-be-brought command commonly signal mandatory language. Simply making a dispute subject to another jurisdiction may be permissive.
3. Exclusivity and scope are separate questions. Even a mandatory clause applies only to the claims its wording reaches.
4. Broad language covering disputes relating to an agreement may include fraud, FDUTPA, civil-theft, conversion, and other noncontract claims tied to contract performance.
5. Narrow language can produce a different result. A clause covering actions commenced under an agreement may not reach claims based solely on independent promises made before the contract.
6. Before signing or filing suit, a Florida business should review forum, governing law, claim scope, pre-suit steps, jury waiver, and fee provisions as one dispute-resolution package.

The Business Problem:  The Lawsuit May Be Decided Before It Begins

A Tampa Bay company hires an out-of-state vendor, finances equipment, buys specialized services, or accepts online standard terms. The relationship later breaks down. The company believes it was misled, overbilled, or deprived of property and plans to sue in Florida. Opposing counsel then points to a forum-selection clause and argues that every claim belongs hundreds—or thousands—of miles away.

The answer does not turn only on whether the contract names another state or country. Florida courts ask at least two different questions: Is the selected forum mandatory or merely permitted? And, even if the clause is mandatory, does its wording cover the claims actually alleged? Three recent appellate decisions show how those questions can lead to sharply different results.

Are Forum-Selection Clauses Enforceable in Florida?

Generally, yes. Florida courts ordinarily respect a freely negotiated, mandatory forum-selection clause unless enforcement would be unreasonable or unjust. The Florida Supreme Court explained that enforcement protects the legitimate expectations of contracting parties in Manrique v. Fabbri, 493 So. 2d 437, 439–40 (Fla. 1986).

That general rule does not decide every dispute. A court must interpret the words the parties used. In addition, there must be an independent basis for a Florida court to assert jurisdiction over the non-resident defendant for the forum-selection clause to be enforceable. Choice of law and choice of forum are also different: a contract may select another jurisdiction’s substantive law without making that jurisdiction the only place where a lawsuit may be filed.

Is the Clause Mandatory or Merely Permissive?

A mandatory clause requires litigation in the selected forum; a permissive clause consents to jurisdiction there without necessarily barring suit elsewhere. The distinction turns on exclusivity.

In Alexander Marine Co. v. Fubon Insurance Co., No. 4D2025-2413 (Fla. 4th DCA Sept. 16, 2026), two Taiwanese companies disputed marine-insurance coverage for yachts shipped to Florida. The policies said a policy dispute was “subject to Taiwanese Law and Jurisdiction.” The Fourth District held that the phrase was permissive. It identified Taiwan as an available jurisdiction, but it did not state that suit must be brought there, that Taiwan had exclusive jurisdiction, or that disputes could be litigated only there.

The practical lesson is direct: naming a jurisdiction is not the same as excluding all others. If the parties intend exclusivity, the contract should say so unmistakably. If they intend only to consent to jurisdiction without restricting other proper forums, the drafting should make that intention equally clear.

What Language Usually Signals an Exclusive Forum?

These signals are context-dependent. A court interprets the full provision and the agreement as a whole, not isolated words in a checklist.

Does a Broad Clause Cover Fraud, FDUTPA, or Civil-Theft Claims?

It can. A business generally cannot avoid a broad forum clause merely by giving the dispute a noncontract label. Courts examine the clause’s scope and the factual relationship between the claims and the agreement.

In Summit Aviation, Inc. v. MSP Recovery Aviation, LLC, No. 3D25-1930 (Fla. 3d DCA Sept. 2, 2026), a helicopter-service agreement submitted the parties to “exclusive jurisdiction” for “any and all issues” relating to the agreement or its subject matter. The Florida claims included fraudulent misrepresentation, Florida Deceptive and Unfair Trade Practices Act claims, civil theft, conversion, and fraud in the inducement. While not strictly issues of breach of contract, the Third District held that the claims fell within the clause because they arose from the work, billing, and property handled in connection with the service agreement. The court directed dismissal without prejudice to refiling in the selected forum.

The clause was broad, and the factual nexus was strong. Resolving the alleged unauthorized work, billing, and retention of aircraft components required reference to the agreement and the services performed under it. The court therefore looked beyond the titles of the causes of action.

Can Pre-Contract Fraud Fall Outside a Narrow Forum Clause?

Yes. A claim based solely on an independent, pre-contract promise or related tortious conduct may fall outside a clause tied narrowly to claims brought under the agreement. The result depends on both the alleged facts and the words defining the clause’s scope.

In Star Manufacturing Extraction, LLC v. Leasing Innovations, Inc., No. 6D2025-1963 (Fla. 6th DCA Sept. 4, 2026), the plaintiff alleged that it paid upfront fees as a prerequisite to equipment financing, but the promised funding was never provided and the fees were not returned. Its claims were civil theft, FDUTPA, and unjust enrichment. The lease’s forum language applied to a legal action “commenced hereunder,”, that is, under the contract.

The Sixth District held that the clause did not reach those claims as they were outside the contract. In context, “commenced hereunder” meant a suit based on the agreement. The alleged broken promises predated the agreement, and the agreement contained no obligation to provide the financing at issue. The court did not decide whether the clause was mandatory or permissive because it found the clause inapplicable.

Star Manufacturing does not create a universal exception for pre-contract conduct. A broader clause covering disputes “arising out of or relating to” the transaction, negotiations, relationship, or subject matter could invite a different analysis.

Do Different Claim Labels Change the Result?

Usually not by themselves. The comparison between Summit Aviation and Star Manufacturing is more useful than a rule based on labels:

In Summit Aviation, the tort and statutory claims were factually connected to performance under the service agreement, and the clause broadly covered all issues relating to the agreement or its subject matter.

In Star Manufacturing, the claims rested solely on alleged financing promises that preceded and were not required by the lease, while the clause applied only to actions commenced under that lease.

The better question is not simply, “Is this a fraud claim?” It is: What facts must be proved, what agreement must be interpreted, and how broadly did the parties define the covered disputes?

What Should Florida Business Owners Negotiate Before Signing?

Treat the forum clause as an economic term, not boilerplate. The selected location can affect travel, witness availability, local counsel, discovery expense, speed, jury access, and settlement leverage. Before accepting the clause, consider:

1. Forum: Identify the state and the particular state or federal courts, and confirm that the forum has a logical connection to the deal.
2. Exclusivity: Decide whether the forum is the only permitted venue or merely an agreed option.
3. Scope: State whether the clause covers claims arising under the contract only or also negotiations, the relationship, the transaction, torts, statutory claims, and equitable claims.
4. Pre-suit procedure: Align mediation, notice, cure, and arbitration requirements with the forum clause; avoid inconsistent provisions.
5. Governing law: Address governing law separately from jurisdiction and venue.
6. Related protections: Review jury-trial waivers, prevailing-party attorney’s fees, limitations of liability, indemnity, and service-of-process provisions as one dispute-resolution package.
7. Online terms: Preserve the version accepted, the hyperlink or attachment presented, and reliable proof of assent.

What Should a Florida Business Do When a Dispute Arises?

1. Conduct the forum analysis before filing a complaint, answering, or making strategic admissions. Early review can prevent a costly dismissal, missed deadline, waiver argument, or parallel litigation.
2. Collect the signed agreement, incorporated terms, proposals, purchase orders, amendments, website terms, and communications leading to the deal.
3. Separate the clause into components: governing law, jurisdiction, venue, exclusivity, scope, pre-suit conditions, and waivers.
4. Build a claim-to-fact map showing when each alleged act occurred and whether proving it requires the contract.
5. Preserve objections and alternatives specifically. A party may need to address both the clause and forum non conveniens.
6. Check limitations periods and procedural deadlines in every potentially applicable forum before negotiations consume time.

When Should a Tampa Bay Business Consult a Florida Business Litigation Attorney?

Counsel should be involved early when a contract names a foreign state or country, incorporates terms by hyperlink, combines litigation and arbitration language, requires pre-suit mediation, or accompanies allegations of fraud, civil theft, conversion, or unfair trade practices. These disputes often turn on wording and procedural timing before a court reaches the merits.

For a Tampa, St. Petersburg, Clearwater, or broader Florida business, an early venue-and-contract review can clarify where suit may be filed, which claims may travel together, what law may apply, and what immediate deadlines must be protected.

Summary: Florida Forum-Selection Clauses at a Glance

Florida forum-selection disputes require two separate inquiries. First, does the clause clearly make the named forum exclusive? Alexander Marine shows that making a dispute merely subject to another jurisdiction may be permissive. Second, does the clause cover the claims alleged? Summit Aviation applied broad relating-to language to fraud, FDUTPA, civil-theft, and conversion claims tied to contract performance, while Star Manufacturing held that narrow commenced-hereunder language did not reach claims based solely on alleged pre-contract promises.

The wording controls, but the facts matter too. Florida businesses can reduce uncertainty by drafting exclusivity and scope expressly, preserving incorporated terms, and obtaining a forum analysis before a dispute becomes a filing race.

Request a Focused Contract or Forum Review

Eko-Law represents Florida businesses in commercial contract and business litigation matters. If a contract selects another forum—or a dispute has already arisen—visit Eko-Law to request a consultation before filing, responding, or allowing a procedural deadline to pass.

About the Author

Nickolas C. Ekonomides has practiced law in Florida since 1994. He is the sole shareholder of Nickolas C. Ekonomides, P.A., doing business as Eko-Law, with offices in Pinellas and Hillsborough Counties. The firm represents businesses in business and commercial litigation and commercial real estate matters.

Sources and Authorities

Manrique v. Fabbri, 493 So. 2d 437 (Fla. 1986)

Summit Aviation, Inc. v. MSP Recovery Aviation, LLC, No. 3D25-1930 (Fla. 3d DCA Sept. 2, 2026)

Star Manufacturing Extraction, LLC v. Leasing Innovations, Inc., No. 6D2025-1963 (Fla. 6th DCA Sept. 4, 2026)

Alexander Marine Co. v. Fubon Insurance Co., No. 4D2025-2413 (Fla. 4th DCA Sept. 16, 2026)

Disclaimer: This article provides general information about Florida law and is not legal advice. Reading it does not create an attorney-client relationship. Contract language, facts, procedural posture, and later case developments may change the analysis. Consult qualified counsel about a specific matter.