Gold Crown Resort Mktg. Inc. v. Phillpotts
Gold Crown Resort Mktg. Inc. v. Phillpotts
Opinion of the Court
Gold Crown Resort Marketing, Inc. (Gold Crown) appeals the trial court's order denying its motion to dismiss for improper venue in this class action case.
*791Gold Crown, which maintains its corporate headquarters in Florida, runs a resort business on a membership model and uses local affiliates to solicit business. The affiliates execute membership agreements with customers requiring Gold Crown to issue a membership. The membership agreements contain forum selection clauses, and the language in these clauses varies between the different affiliates.
Timothy Phillpotts, Susan Taylor, Bethann E. Ritter Snyder, Eric Hillis, and Karen Confer, in their individual capacities and as class representatives,
The membership agreements executed between the Gold Crown affiliates, Phillpotts, and Taylor were attached to the complaint. The membership agreements for Ritter Snyder, Hillis, and Confer were not. Phillpotts and Taylor, both California residents, executed their membership agreements with Gold Crown affiliates located in California. And although they contracted with differing California affiliates,
11) The construction, validity and performance of this agreement will be governed by the laws of the registered locale of the Affiliate and will be subjected to the exclusive jurisdiction of the applicable courts.
Gold Crown filed a motion to dismiss. Gold Crown argued, inter alia , that because the membership agreements for three of the five class representatives were not attached to the complaint, the case must be dismissed as to those three plaintiffs pursuant to Florida Rule of Civil Procedure 1.130(a). As to the remaining two plaintiffs, Phillpotts and Taylor, the motion argued that dismissal was required because the mandatory forum selection clause in the membership agreements attached to the complaint precluded adjudication of the membership agreements in Florida courts.
In response to Gold Crown's motion to dismiss, Phillpotts and Taylor argued that the forum selection clause was ambiguous and therefore not mandatory. They further argued that because Gold Crown drafted the agreements the ambiguity should be construed against it. The trial court agreed and denied Gold Crown's motion to dismiss. This appeal followed.
Gold Crown argues that the forum selection clauses in the Phillpotts and Taylor agreements contain mandatory unambiguous *792language that requires that the underlying action be brought in California and, consequently, that the trial court erred as a matter of law when it determined the clause was ambiguous and should be construed against the drafter.
The trial court's ruling on a motion to dismiss based on the interpretation of a contractual forum selection clause is reviewed de novo as a matter of law. R.S.B. Ventures, Inc. v. Berlowitz,
Contracts should be construed to give effect to the intentions of the parties. Whitley v. Royal Trails Prop. Owners' Ass'n,
The parties to a contract "have the right to select the forum for prospective disputes." Baker v. Econ. Research Serv., Inc.,
"A mandatory forum selection clause requires that litigation be brought in a particular forum while a permissive forum selection clause merely represents consent to jurisdiction." R.S.B. Ventures, Inc.,
We conclude that the forum selection clauses in the Phillpotts and Taylor agreements are clear and unambiguous. They also contain mandatory language by including the term "exclusive jurisdiction." See
Because the forum selection clause governs the venue of the Phillpotts and Taylor agreements, the complaint should be dismissed as to them.
REVERSED AND REMANDED.
EDWARDS and EISNAUGLE, JJ., concur.
We have jurisdiction over the nonfinal order. See Fla. R. App. P. 9.130(a)(3)(A) ; Baker v. Econ. Research Serv., Inc.,
Phillpotts and Taylor are from California and used Gold Crown affiliates from California. Hillis is also from California. Ritter Snyder is from Maryland and used a Gold Crown affiliate in Arizona. Confer is a resident of New York.
§§ 501.201-.213, Fla. Stat. (2017).
Phillpotts executed a standard membership agreement with Metropolitan Clubs International dba Portfolio to Paradise located in San Diego. Taylor executed a standard membership agreement with the now-defunct Vacation World International, located in Ventura.
Gold Crown has not raised the rule 1.130(a) issue on appeal.
We decline to address the forum selection clause in the Ritter Snyder agreement, which differs from the forum selection clauses in the Phillpotts and Taylor agreements, because Gold Crown failed to raise the issue below.
Gold Crown argues that the forum selection clauses apply to the noncontractual counts for violation of the FDUTPA and unjust enrichment. The forum selection clauses in the Phillpotts and Taylor agreements encompass the "construction, validity and performance" of the agreements. The forum selection clauses apply to the FDUTPA and unjust enrichment claims because those claims relate to the performance of the agreements in that the class seeks damages and an injunction for being denied the benefits of their agreements unless they pay an annual fee, which the class alleges was waived, to Gold Crown. See SAI Ins. Agency, Inc. v. Applied Sys., Inc.,
We also decline to address the issue of venue as to Hillis and Confer because their agreements are not in the record, and Gold Crown failed to raise the issue in its initial brief. See J.A.B. Enters. v. Gibbons,
Case-law data current through December 31, 2025. Source: CourtListener bulk data.