When Are Forum Selection Clauses In A Non-Compete Agreement Valid Under Florida Law?

Forum selection clauses are provisions in a contract that specify where a party can bring suit. For example, suppose an employer and employee enter into an employment agreement for work to be performed in Florida. For various reasons, however, the contract may contain a forum selection clause that provides that if either party seeks to enforce the agreement, they are required to bring suit in New York (for example). An issue then is whether a Florida court will recognize and enforce a forum selection clause in a non-compete agreement. This issue was addressed by the Fifth District in Ware Else, Inc. v. Oftsein, 856 So.2d 1079 (5th DCA 2003).

In Ware, the employer provided temporary and permanent personnel staffing for the food service industry. The employer hired the employee as a management recruiter and required the employee to sign a confidentiality and non-compete agreement. Id. at 1080. Eighteen months after joining the company, the employer terminated the employee. The employee then filed a declaratory judgment action in Orlando, seeking a decision from a Florida court regarding the "interpretation, validity and enforcement" of the non-compete agreement. Id. After the employee filed her declaratory judgment action, the employer filed a motion to dismiss arguing that the non-compete agreement contained a forum selection clause. As to forum selection, the non-compete agreement provided as follows:

This agreement is accepted and entered into in Missouri and any question regarding its validity, construction, enforcement, or performance shall be governed by Missouri law. Any legal proceeding arising from or in any way regarding the agreement shall have its venue located exclusively in the Circuit Court of St. Louis County, Missouri and the parties hereby expressly consent and submit themselves to the personal jurisdiction and venue of the court.

Id.

The trial court denied the employer's motion to dismiss on venue and the employer appealed. On appeal, the Fifth District reversed and remanded to the trial court. The Fifth District began its analysis noting that the Florida Supreme Court addressed the validity of forum selection clauses in Manrique v. Fabbri, 493 So.2d 437 (Fla. 1986). Ware at 1082. Under Manrique, forum selection clauses will be enforced unless there is "a showing that enforcement would be unjust or unreasonable." Id. Specifically, the court in Manrique found that forum...