Forum Selection Clauses and Your Florida Civil Lawsuit

Many Florida contracts contain forum selection clauses. This is essentially language designating a specific court and location where any legal disputes arising under the agreement will be heard. Florida law recognizes both permissive and mandatory forum selection clauses. A permissive clause means the dispute can be heard in the designated court but does not prohibit litigation elsewhere, while a mandatory clause requires the dispute be heard exclusively in the designated court.

Judge: Florida Employer Must Litigate Claims in Iceland

Forum selection clauses are presumed enforceable in Florida unless the party challenging the clause can prove it would be “unfair or unreasonable” to do so under the circumstances. This is, by design, a high bar to clear. To demonstrate, consider this recent decision from a federal judge here in Florida, NetApp Inc. v. Stefánsson.

This litigation spawned from an employment relationship between a Florida company (the plaintiff) and a citizen of Iceland (the defendant). The plaintiff acquired the defendant’s company, where he served as CEO. The defendant subsequently continued to work as an employee of both his company, now a subsidiary, and the plaintiff.

Upon joining the plaintiff as an employee, the defendant signed two contracts: an employment agreement and a proprietary information, inventions and non-solicitation agreement (PIIA). The employment agreement referenced and incorporated the PIIA as an “integral part” of the employment agreement.

As relevant here, the employment agreement stated that any disputes “will be governed by” the laws of the defendant’s native Iceland and subject to the “exclusive jurisdiction” of that country’s courts. For its part, the PIIA contained language stating that agreement would be “interpreted and enforced in accordance with the laws of the state or country of the location in which” the defendant worked when any alleged breach occurred.

While the defendant continued to work in Iceland for the initial stages of his employment, he eventually relocated to the plaintiff’s home base in Florida and spent the next eight years working in the United States.

In 2025, the defendant left the plaintiff’s employment and started a new company, which was promptly acquired by one of the plaintiff’s competitors. The plaintiff, alleging the defendant had violated the terms of his PIIA by giving trade secrets to his new employer, promptly filed suit in Orlando federal district court. The defendant moved to dismiss the complaint, citing the forum selection clause in his employment agreement. The plaintiff objected, arguing the forum selection clause in the PIIA controlled instead.

A federal judge, however, agreed with the defendant. Basically, the judge determined the employment agreement’s forum selection clause was mandatory, while the PIIA’s was permissive. That said, the court further determined that the two agreements had to be read together–i.e., treated as a single agreement–and as such, the mandatory forum selection clause of the employment agreement controlled. The plaintiff would therefore have to refile its case against the defendant in the Icelandic courts.

Contact a Bradenton Civil Litigation Lawyer

Breach of contract lawsuits can often raise complicated questions of law. An experienced Bradenton civil litigation attorney can represent you throughout the process and help you make the strongest case for your position. Contact Suncoast Civil Law today at 941-366-1800 to schedule a confidential case evaluation.

Source:

scholar.google.com/scholar_case?case=16229659946730085079