Sixth District Court of Appeal Upholds Dismissal in Favor of Enforcing Ontario Forum Clause

Bernhard Law Firm is proud to announce a significant victory on behalf of its clients at Uptempo Marketing in the Sixth District Court of Appeal of Florida. The appellate court affirmed the dismissal of a duplicative Florida lawsuit brought by Melrose Ventures and Intelligent Payment Processing, upholding the enforceability of a mandatory Ontario forum selection clause.

Bernhard Law Firm remains committed to defending its clients’ rights in complex commercial litigation, including matters involving international agreements and multi-jurisdictional disputes. The Sixth District Court of Appeal’s ruling underscores the importance of honoring contractual commitments and provides a strong precedent for enforcing forum selection clauses in Florida. If you have questions about international contract disputes and forum selection, please contact Bernhard Law Firm at www.bernhardlawfirm.com, 786-871-3349, abernhard@bernhardlawfirm.com.

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Overview and Procedural Background

At the heart of the appeal was an attempt by the Appellants—Melrose Ventures and IPPI—to sidestep a binding Ontario forum selection clause contained in the Asset Purchase Agreement (APA) governing the parties’ business relationship. That agreement, central to a complex commercial acquisition executed in 2018, required that all disputes “arising out of or relating to” the APA be litigated exclusively in Ontario, Canada.

Despite ongoing litigation in Ontario since 2020, Appellants filed a nearly identical lawsuit in Orange County, Florida, in April 2023, asserting claims for fraudulent transfer, injunction, and declaratory relief. Bernhard Law Firm, representing the Appellees, promptly moved to dismiss the Florida suit based on the APA’s forum clause and the legal doctrine of forum non conveniens. The Florida trial court agreed and dismissed the action—a decision now upheld on appeal.

Appellate Court Affirms Enforceability of the Forum Clause

The appellate court’s decision centered on the enforceability of the APA’s forum selection clause, which broadly mandates that all litigation related to the agreement occur in Ontario. Citing Florida Supreme Court precedent, the court reaffirmed that “[a]rising out of or relating to” is the broadest possible contractual language, encompassing any claims with a connection to the APA.

Crucially, the court agreed with Bernhard Law Firm’s argument that the later-executed agreements cited by Appellants—including a promissory note and a purchase agreement—explicitly incorporated the APA and were “inextricably intertwined” with it. Thus, the forum clause applied to the entire dispute, even where Appellants raised tort claims and invoked contracts executed after the APA.

Appellants’ Arguments Rejected

The appellate court rejected Appellants’ attempts to bypass the forum clause by alleging inconvenience or procedural unfairness. The Appellants failed to demonstrate that Ontario was so inconvenient as to effectively deny them a forum. Nor did they argue for transfer to an alternative Florida venue—an omission deemed a waiver of that potential claim.

Bernhard Law Firm further highlighted that Appellants themselves repeatedly emphasized the centrality of the APA in their complaint, reinforcing that the claims were bound by its terms.

A Win for Contractual Certainty and Cross-Border Commerce

This decision reaffirms a critical principle in Florida law: forum selection clauses are presumptively valid and enforceable. As the court made clear, such clauses promote contractual certainty, especially in complex cross-border transactions where multiple parties and jurisdictions are involved.

Conclusion

Bernhard Law Firm remains committed to defending its clients’ rights in complex commercial litigation, including matters involving international agreements and multi-jurisdictional disputes. The Sixth District Court of Appeal’s ruling underscores the importance of honoring contractual commitments and provides a strong precedent for enforcing forum selection clauses in Florida. If you have questions about international contract disputes and forum selection, please contact Bernhard Law Firm at www.bernhardlawfirm.com, 786-871-3349, abernhard@bernhardlawfirm.com