Florida law recognizes forum selection clauses, which are contract provisions that specify a court or location for disputes. There are two types of forum selection clauses: mandatory and permissive. The distinction boils down to exclusivity. A mandatory forum selection clause requires the parties to litigate only in the specified forum, excluding all other venues; it is an exclusive commitment. In contrast, a permissive forum selection clause consents to a chosen forum without excluding other possible forums. Essentially, an agreement that a particular court has jurisdiction, but not making it the sole venue. Florida courts have explained that a permissive clause “constitute[s] nothing more than a consent to jurisdiction and venue in the named forum and do[es] not exclude jurisdiction or venue in any other forum.”

Meanwhile, a mandatory clause provides “for a mandatory and exclusive place for future litigation.”

How can you tell which is which? The language of the contract is king. Look for words of exclusivity. Mandatory clauses usually use definitive, obligatory terms: “shall,” “must,” “only,” or “exclusively.” For example, “Any litigation shall have its venue located exclusively in Orange County, Florida” leaves no doubt, Orange County, or nothing. Permissive clauses, on the other hand, use non-exclusive language like “may” or simply consent to jurisdiction. For example, phrases such as “Buyer consents to the jurisdiction of Florida courts” or “Creditor may file suit in the courts of Guatemala” are permissive. Such phrasing is a polite invitation to a forum, not a command. The parties are permitted to sue in Florida or Guatemala under these clauses but are not prohibited from suing elsewhere if another venue is otherwise proper.

In short, the mandatory clause picks one courthouse to rule them all, while the permissive clause is like a gym membership; you’re allowed to use that gym, but you’re not banned from every other gym in town.

Florida case law offers clear examples of permissive forum clauses. A classic example is Granados Quinones v. Swiss Bank Corp. (Overseas) S.A., 509 So. 2d 273 (Fla. 1987), a Florida Supreme Court case. There, the contract said the creditor “may choose to take legal proceedings” in the courts of Guatemala or Panama. The Court held that this clause was permissive, not mandatory; it gave one party the option to sue in those countries but did not require disputes to be brought there to the exclusion of other forums.

In another case, Shoppes Ltd. P’ship v. Conn, 829 So. 2d 356 (Fla. Dist. Ct. App. 2002), a guaranty stated the guarantor “consents to the jurisdiction” of Massachusetts courts. The Fifth District Court of Appeal also found this clause to be permissive.

Neither the word “may” nor a bare consent to jurisdiction tied the parties’ hands exclusively to those forums. The practical effect: despite those clauses, a lawsuit could still be filed in Florida (or anywhere else with jurisdiction) because the contract hadn’t forbidden other venues. Permissive means precisely that, it permits a forum but doesn’t require it.

To hammer home the point, the Shoppes court put it plainly: “A permissive forum selection clause may provide an alternative to the statutory choices of venue, but it does not require the plaintiff to file suit in the forum referred to in the agreement.”

In other words, the parties agreed that Florida or Massachusetts would be an acceptable place to sue, but they didn’t make it the exclusive place. The clause was an optional venue, not a mandate.

Now contrast the above with clauses that slam the courthouse doors everywhere except the chosen forum. Florida courts love pointing out these clear mandatory clauses. Take Ware Else, Inc. v. Ofstein, 856 So. 2d 1079 (Fla. Dist. Ct. App. 2003) for example. The contract in that case said any litigation “shall have its venue located exclusively in Missouri.” The inclusion of “exclusively” was a dead giveaway; the Fifth DCA had no trouble calling it a mandatory clause, meaning the parties were bound to litigate in Missouri and nowhere else. If you agreed to Missouri BBQ and courtrooms in your contract, then Missouri it shall be.

Here’s an interesting twist: you don’t always need a magic word like “exclusively” or “only” to create a mandatory clause in Florida. Courts will read the clause as a whole to discern exclusivity, even from context or grammar. For example, in Golf Scoring Sys. Unlimited, Inc. v. Remedio, 877 So. 2d 827 (Fla. Dist. Ct. App. 2004), the contract stated that “the parties consent to Broward County, Florida, as the proper venue for all actions that may be brought.” It didn’t explicitly say “only Broward,” no “only” or “exclusive” appeared. Even so, the Fourth DCA held that this was a mandatory clause.

Why? The court homed in on the phrasing “the proper venue for all actions,” emphasizing the definite article “the.” By stating that Broward County is the proper venue for all lawsuits, the clause implied that no other venue would be suitable. Essentially, the court read it as “Broward County is the place, and no other place.”

A tiny three-letter word, “the,” carried a big punch, implicitly excluding other forums.

Florida’s Third District Court of Appeal underscored in a 2017 case that there are “no magic words” absolutely required to make a clause mandatory; the real test is whether the parties intended exclusivity, evaluated in context.

For example, one clause examined by the Third DCA stated that a purchase agreement “shall be deemed entered into and performed in California.” The buyer consented to the enforcement of the contract in California courts. It never flat-out said “only California,” but the court reasoned that allowing the lawsuit to proceed in Florida would “render meaningless” the contractual statement that the deal was performed in California.

In other words, the clause clearly pointed to California as the expected forum, even if it didn’t use the word “exclusive.” The Third DCA declared the clause mandatory and promptly dismissed the case from Florida. The parties had effectively committed to California as the exclusive forum by the contract’s intent. The lesson: Florida judges won’t ignore obvious intent. If a contract clearly points to one forum as the locus of all disputes, a judge won’t play dumb and pretend it’s permissive just because the clause lacks a particular talismanic word. Intent supersedes formalism.

For a crystal-clear example, look at World Vacation Travel v. Brooker, 799 So. 2d 410 (Fla. Dist. Ct. App. 2001). The clause there provided that both parties agree to the jurisdiction of the courts of Cancún, Mexico, “…forsaking any other jurisdiction.” Unsurprisingly, the Third DCA found that to be a mandatory exclusive forum clause. By agreeing to “forsake” all other jurisdictions, the parties said adiós to every court except those in Cancún.

If nothing else, a mandatory forum clause like that might at least get you a trip to Cancún for litigation.

Suppose your contract’s forum clause uses exclusive language, even subtly, like saying a particular place is the venue for all disputes. In that case, Florida courts will treat it as mandatory and require disputes to be heard in that forum. If it merely says the parties “may” litigate somewhere or submits to a certain jurisdiction without excluding others, it’s permissive. Meaning a lawsuit can still be heard in a different proper forum despite the clause. Florida’s case law makes this distinction abundantly clear, time and again.

So, what happens once a clause is deemed mandatory?

In Florida, courts take the law very seriously when enforcing it. The general rule is that forum selection clauses, especially mandatory ones, are presumptively valid and enforceable. The party trying to avoid a valid forum clause bears a heavy burden to show why it shouldn’t be honored.

This principle follows the lead of the U.S. Supreme Court’s famous decision in The Bremen, which Florida has adopted: a mandatory forum clause will be enforced “so long as there is no showing that enforcement would be unreasonable or unjust.”

Florida courts often quote that enforcement is considered “unreasonable or unfair only when the designated forum amounts to ‘no forum at all.’”

In plain terms, unless the chosen forum is so impossible or illusory that it’s like having no forum (think of a court that doesn’t exist or a location so inaccessible that suing there is practically implausible), the clause will stand. Inconvenience, added expense, or even a party’s sloppy drafting mistake usually won’t cut it as reasons to escape a forum clause. A deal’s a deal, and Florida courts expect parties to stick to their contractual forum choice in all but the most extreme circumstances.

When a plaintiff files in a forum other than the one specified, Florida courts typically either dismiss or transfer the case to the correct forum, as specified in the contract. If the contract’s chosen forum is in another Florida county, the preferred solution is to transfer the case to that county rather than dismiss. For instance, just this year, the Third DCA confronted a lawsuit filed in Miami that should have been filed in Orlando under a contract clause, in Joseph v. Princess Mktg. LLC, 393 So. 3d 830 (Fla. Dist. Ct. App. 2024) the appellate court agreed the clause was mandatory and enforceable, but held the trial judge should not have dismissed the case outright – instead, the proper move was to transfer it to Orange County (the agreed forum) since that forum was within Florida’s court system.

Florida procedure favors transferring a case to the proper venue over dismissing it when the proper forum is another Florida court.
On the other hand, if the clause points to a forum outside of Florida (say, another state or country), a Florida court can’t transfer the case there – the only option is to dismiss the Florida action and leave it to the plaintiff to refile in the contractually chosen forum. Either way, a party that tries to litigate in the wrong place will likely get booted out of that court and sent to the forum they agreed upon.

Florida’s strong pro-enforcement stance means that arguments like “It’s inconvenient for us to litigate there” or “We made a mistake in the contract” rarely succeed. By agreeing to a forum clause, parties essentially waive any objection to inconvenience. As one court put it, a contractual venue selection is a waiver of venue objections based on inconvenience, and courts should override that choice only for compelling reasons.

Simply put, you can’t claim surprise or inconvenience when you yourself signed on to the forum in the contract. The only truly compelling reason Florida courts recognize is if enforcing the clause would deny someone their day in court altogether.

Given Florida’s strict approach, are there any situations where a court won’t enforce a forum selection clause? Yes, but they are exceedingly rare, basically the legal equivalent of finding a unicorn. Florida courts acknowledge a few narrow exceptions (largely echoing federal precedent) where a forum clause might be invalid or unenforceable:

However, and this is a significant caveat, Florida courts also state that each of those grounds is difficult to prove. The burden is on the party trying to avoid the clause, and it’s a heavy one. Minor inconvenience or a plea of “I didn’t read that part of the contract” won’t fly. Even if one of the exceptional factors is present, Florida courts often emphasize that the clause should still be enforced unless the agreed forum is truly unavailable or fundamentally unfair. In practice, unless the chosen forum is literally incapable of providing justice, Florida judges will uphold the parties’ bargain.

A prime example of a forum clause gone too far is Lopez v. United Capital Fund, LLC, 88 So. 3d 421 (Fla. Dist. Ct. App. 2012). This 2012 Fourth DCA case involved a bizarre “floating” forum selection clause; essentially, the contract said the forum would be wherever the defendant company chose after a dispute arose. In other words, one party reserved the right to pick the venue at its whim in the future. The Fourth DCA was not amused. Such a clause, the court said, “did not tie the selection of a forum to any mutable and identifiable fact, only to the whim of the defendants’ choice.”

Because the forum was undefined and totally at one party’s discretion, there was effectively no real agreement on a forum at all; no meeting of the minds on where to litigate. Enforcing it would mean the plaintiff could be left with no forum (since the defendant might simply never choose one reasonably). The court struck down that so-called forum selection clause as unenforceable.

The moral: if you draft a clause that is too clever by half, for instance, trying to let one side unilaterally decide the venue later, Florida courts can void it. But note how extreme that scenario was. It’s an outlier. In virtually all other situations, as long as the contract names a real place with a functioning court system, Florida will enforce the parties’ adherence to it.

One of Miami’s own cases provides a legendary cautionary tale for forum selection clauses. In Espresso Disposition Corp. 1 v. Santana Sales & Mktg. Grp., Inc., 105 So. 3d 592 (Fla. Dist. Ct. App. 2013), a contracting party learned the hard way that Florida courts don’t forgive sloppy drafting. In that case, a company (we’ll call them Santana for simplicity) intended to litigate any disputes in Florida. However, when writing the contract, they recycled a template from an unrelated deal and accidentally left Illinois as the designated forum in the clause, instead of Florida. In other words, the contract said all disputes “shall” be brought in Illinois by mistake. When a dispute arose, Santana went ahead and sued in Miami anyway, perhaps hoping no one would enforce the apparent error. No such luck: the other side, Espresso, pounced on the clause and moved to dismiss the Florida case in favor of Illinois.

At first, the Miami trial court was sympathetic to the mistake and refused to dismiss. However, on appeal, the Third DCA reversed and held that the forum clause must be enforced as written; in Illinois, it is, mistake or not.

The appellate court noted that Florida has long enforced forum clauses strictly, and the only way out would be to show that enforcing this clause would result in no forum at all (which was clearly not the case, since Illinois courts were perfectly available and competent). Santana’s plea that “we really meant Florida” fell on deaf ears. Essentially, the court’s response was, “That’s too bad. You should have read and fixed your contract before signing it. In a stern (but darkly comedic) rebuke, the opinion pointed out that modern lawyers no longer have to literally cut-and-paste with scissors and glue, “but what has not been eliminated is the need to actually read and analyze the text being pasted.”

To drive the lesson home, the court even ended the opinion with a zinger: “Be careful what you ask for.” Yes, that’s an actual quote from the judgment. Consider it the judicial equivalent of “gotcha!”

As a result, Santana’s Miami lawsuit was dismissed, and they were left to pursue their claims in Illinois (if they still could). It was a costly lesson in proofreading. The case name Espresso turned out to be fitting; it served as a jolt of reality for lawyers who might carelessly copy and paste contract clauses. Today, Florida attorneys swap this story as a war story.

Next time someone in a contract negotiation shrugs off the forum selection clause as boilerplate “not to worry about,” just mention the guy who accidentally chose Illinois. That should send a chill down their spine and prompt a thorough double-check of the clause.

In Florida, the distinction between a permissive and mandatory forum selection clause hinges on whether the contract clearly designates a single forum for disputes or not. If it does, Florida courts treat that clause as ironclad, a mandatory ticket to the named forum, and they will hold the parties to their promise to litigate only there.

If it doesn’t (i.e., it merely consents to a jurisdiction or says “may”), then the clause is simply permissive, essentially a polite suggestion and a lawsuit can still be heard in Florida or another proper forum despite what the contract says.

Florida’s approach is firmly pro-enforcement: forum selection clauses are upheld unless there is a very compelling reason not to. Only if enforcing the clause would leave a party with effectively no forum at all or would fundamentally undermine fairness will a court refuse to apply it; that’s about as rare in Florida as snow in Miami (read: nearly never).

The key takeaway for attorneys is to draft forum clauses carefully and deliberately. Want it mandatory? Spell it out with exclusive language (and double-check you’ve named the correct location!). Prefer flexibility? Then avoid binding terms, or you might inadvertently handcuff your client to a far-flung courthouse. And if you find yourself litigating over a forum clause, arm yourself with the Florida cases to make your point. To enforce exclusivity, you’ll cite cases like Ware Else or Remedio as precedent. If you need to argue that a clause is permissive, Shoppes or Quinones are your friends. But don’t expect much sympathy if you’re trying to escape a clause you agreed to. A Florida judge might quote Espresso v. Santana and say, “Be careful what you ask for.”