Full Opinion

Third District Court of Appeal State of Florida Opinion filed September 2, 2026. Not final until disposition of timely filed motion for rehearing. ________________ No. 3D25-1930 Lower Tribunal No. 25-9640-CA-01 ________________ Summit Aviation, Inc., Appellant, vs. MSP Recovery Aviation, LLC, Appellee. An Appeal from a non-final order from the Circuit Court for Miami-Dade County, Valerie R. Manno Schurr, Judge. Cole, Scott & Kissane, P.A., and Scott A. Cole, and Francesca M. Stein, for appellant. MSP Recovery Law Firm, and Janpaul Portal and John H. Ruiz, for appellee. Before SCALES, C.J., and LOGUE and GOODEN, JJ. GOODEN, J. Appellant Summit Aviation, Inc. appeals an order denying its motion to dismiss for improper venue. See Art. V, § 4(b)(1), Fla. Const.; Fla. R. App. P. 9.130(a)(3)(a). Because we find that Appellee MSP Recovery Aviation, LLC’s claims fall within the mandatory forum selection clause, we reverse. An agent of MSP entered into a service contract with Summit Aviation for maintenance, repair, and painting of a helicopter. The service contract outlined the anticipated work to be performed and provided: The following section provides operational details to this proposal. This proposal expressly incorporates and is subject to the Summit Aviation, Inc. Work Authorization Standard Terms and Conditions of Sale. Refer to http://summit-aviation.com/wp- cntent/uploads/2015/10/Standard-Terms-Conditions-of_sale.pdf for the Standard Terms and Conditions. My acceptance of all or any portion of the proposal confirms my acceptance of those Standard Terms and Conditions of Sale. That hyperlink led to the Work Authorization Standard Terms and Conditions of Sale, which stated: 22. APPLICABLE LAW. This agreement shall be interpreted and the rights and liabilities of the Parties determined in accordance with the law of the State of North Carolina, U.S.A., without regard to conflicts of law principles. The Parties consent and hereby submit to the exclusive jurisdiction of the state and federal courts, located in the county where Summit’s facility is located, for a determination of any and all issues between them relating to this Agreement or its subject matter, provided that the mediation of Paragraph 22 is carried out prior to filing in court. CUSTOMER HEREBY WAVES [sic] 1) THE RIGHT TO A JURY TRIAL IN ANY AND ALL PROCEEDINGS; 2) ANY AND ALL OBJECTIONS TO VENUE AND INCONVENIENT FORUM IN THE STATE AND FEDERAL COURTS REFERRED TO IN THIS 2 PARAGRAPH; AND 3) ANY AND ALL OBJECTIONS TO SERVICE OF PROCESS BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, OR EQUIVALENT COMMERCIAL COURIER SERVICE.1 Upon receiving the aircraft, Summit Aviation conducted an inspection and discovered that more extensive work was necessary. Summit Aviation communicated this to MSP’s agent and began work on the helicopter. A dispute subsequently arose between the parties regarding that work and resulting invoices. Initially, Summit Aviation filed suit against MSP in the Eleventh Judicial Circuit, alleging breach of contract, accounts stated, open account, and unjust enrichment. MSP moved to dismiss for improper venue, citing the mandatory forum selection clause. The trial court entered an agreed order dismissing the case without prejudice to refile in the proper forum. The order stated that, “the parties agree that they entered into the Contract voluntarily and with a clear understanding of its terms and conditions, and are therefore bound by the Contract’s provision,” and “the parties agree that the Contract is hereby deemed legally binding on the parties and that includes the venue provision set forth therein.” As a result, Summit refiled the case in Delaware. 1 We reject MSP’s argument that this is an invalid browsewrap agreement. 3 About seven months later, MSP filed this action in the Eleventh Judicial Circuit, alleging fraudulent misrepresentation, a violation of the Florida Deceptive and Unfair Trade Practices Act, civil theft, declaratory judgment, conversion, and fraud in the inducement. MSP claimed that Summit Aviation fraudulently billed for unauthorized painting services and backdated an invoice after full and final payment. MSP also asserted that Summit Aviation unlawfully retained aircraft components and committed civil theft and conversion by retaining the tail rotor pitch shaft. Summit Aviation moved to dismiss based on the mandatory forum selection clause. MSP opposed, arguing that these claims independently arose under Florida law and were not subject to the forum selection claim. The trial court agreed and denied the motion. But this was error. Parties have the freedom to contract. See City of Doral v. Cabrera, No. 3D25-0363, 2026 WL 1740289, at *3 (Fla. 3d DCA June 17, 2026) (“The liberty of contract is one such right. It is one of the most sacrosanct rights guaranteed by our fundamental law. Indeed, Floridians have exalted this right and continuously placed it in their Constitutions since 1838.”) (citations omitted). That freedom includes the right to select the forum in which disputes will be litigated. Weisser v. PNC Bank, N.A., 967 So. 2d 327, 330 (Fla. 3d DCA 2007). Consistent with that principle, courts strive to give effect 4 to the legitimate expectations of contracting parties. Manrique v. Fabbri, 493 So. 2d 437, 439 (Fla. 1986). Here, the parties agreed to a mandatory forum selection clause requiring that exclusive jurisdiction lie where Summit Aviation’s facility is located. See Shoppes Ltd. P’ship v. Conn, 829 So. 2d 356, 357–58 (Fla. 5th DCA 2002) (“Florida courts recognize a distinction between mandatory jurisdiction clauses in contracts which require that a particular forum be the exclusive jurisdiction for litigation concerning the contract, and permissive jurisdiction clauses which only provide that there may be jurisdiction over such litigation in a particular forum.”). The clause applies broadly to “any and all issues between them relating to this Agreement or its subject matter.” Nothing in this language limits the clause to claims labeled as contractual. See Inspired Cap., LLC v. Condé Nast, 225 So. 3d 980, 982 (Fla. 3d DCA 2017); Fairbanks Contracting & Remodeling, Inc. v. Hopcroft, 169 So. 3d 282, 283 (Fla. 4th DCA 2015). MSP’s claims fall within that broad language. Each claim arises from the work Summit Aviation performed on MSP’s helicopter under the service agreement. The alleged unauthorized painting, billing, and retention of the tail rotor pitch shaft all concern work performed, services provided, or property handled in connection with that agreement. Resolving MSP’s 5 claims requires reference to the agreement and the work performed under it. There is a clear nexus. Thus, MSP’s claims plainly “relat[e] to” the agreement and its subject matter. MSP cannot avoid the parties’ agreed forum by characterizing its claims as arising under Florida law or by attaching noncontractual labels to the alleged misconduct. The parties chose a forum for “any and all issues” relating to their agreement and its subject matter. See Barakat v. Broward Cnty. Hous. Auth., 771 So. 2d 1193, 1195 (Fla. 4th DCA 2000) (“A fundamental tenet of contract law is that parties are free to contract, even when one side negotiates a harsh bargain.”). We are bound to give effect to that agreement. Accordingly, we reverse the order denying Summit’s motion to dismiss and remand with directions to dismiss this action without prejudice to MSP’s refiling in the contractually designated forum. Reversed and remanded with directions. 6