Full Opinion

FIRST DISTRICT COURT OF APPEAL STATE OF FLORIDA _____________________________ No. 1D20-1335 _____________________________ THOMAS ROBLES, Appellant, v. UNITED AUTOMOBILE INSURANCE COMPANY, Appellee. _____________________________ On appeal from the Circuit Court for Escambia County. Jan Shackelford, Judge. May 4, 2021 KELSEY, J. The question on appeal is whether a car insurance policy mandates venue in Miami-Dade County, where the insurer has its headquarters, under a policy provision that says “[a]ny legal action against [Appellee, the Insurer] to determine coverage under this policy shall be filed and maintained in the county where the policy was issued.” The policy fails to define “issued” and contains no terms expressly mandating venue exclusively in Miami-Dade County. We therefore reverse the trial court’s order transferring the underlying action to Miami-Dade County, and remand this action for further proceedings in Escambia County. We reject all of the Insurer’s remaining arguments. I. Facts. Appellant Thomas Robles, the Insured, obtained car insurance from Appellee, the Insurer. The Insured lived in Escambia County and kept his car there. The Insured’s car was totaled in an apparent hit-and-run incident in Escambia County. After the Insured filed a claim under his policy, the Insurer canceled the policy retroactively to its inception, asserting that the Insured had failed to disclose prior personal injury protection claims. The Insured filed suit in Escambia County, seeking declaratory relief and damages. He alleged venue was proper in Escambia County because the Insurer maintained agents there and the cause of action accrued there. The Insurer moved to dismiss or transfer venue, asserting that the policy’s forum- selection clause mandated exclusive venue in Miami-Dade County. The Insurer also argued that the Insured’s lawsuit was not seeking “to determine coverage” within the meaning of the policy, and therefore the forum-selection clause did not apply. The Insured opposed dismissal and transfer, arguing that venue was proper in Escambia County because the policy was “issued” there within the meaning of the forum-selection clause, or because the term “issued” was ambiguous and should be interpreted in his favor. The parties raise on appeal the same arguments they raised below. II. Contract Interpretation Analysis. As a threshold matter, we find that the Insured’s claim is one “to determine coverage,” so the forum-selection clause applies. Our standard of review when interpreting a contract, including an insurance contract, is de novo. See R.J. Reynolds Tobacco Co. v. Webb, 187 So. 3d 388, 392 (Fla. 1st DCA 2016); State Farm Mut. Auto. Ins. Co. v. Mashburn, 15 So. 3d 701, 704 (Fla. 1st DCA 2009). The Insurer failed to define “issued” in the insurance contract, and failed to include in the contract any language expressly making Miami-Dade County the exclusive venue for litigation. The Insurer’s attempt to define “issued” narrowly through its corporate representative’s affidavit——after formation of the contract—is unavailing. To determine the meaning of an undefined contractual 2 term, we look to its plain, ordinary meaning. Gov't Emps. Ins. Co. v. Macedo, 228 So. 3d 1111, 1113 (Fla. 2017). In the insurance context, the term “issued” can mean different things. It can mean delivery to an insured where the insured risk is located. See, e.g., Aperm of Fla., Inc. v. Trans-Coastal Maint. Co., 505 So. 2d 459, 462 (Fla. 4th DCA 1987) (“[I]f it is found that [an insurance] policy was written to cover risks that would occur in Florida, then it will be assumed the policy was issued for delivery in Florida.”). An insurance contract also can be “issued” where the insurer prepares and signs it. Taggert v. Sec. Ins. Co. of New Haven, Conn., 100 N.Y.S. 2d 563, 564 (N.Y. App. Div. 1950) (“A policy of insurance is issued when it is delivered and accepted, whereby it comes into full effect and operation as a binding mutual obligation, or when it is prepared and signed, as distinguished from its delivery to the insured.”) (emphasis added). If a term can mean more than one thing, it is ambiguous. See Travelers Ins. Co. v. C.J. Gayfer’s & Co., Inc., 366 So. 2d 1199, 1201–02 (Fla. 1st DCA 1979). Instead of using an ambiguous term in a contract, the party drafting the contract bears the burden of specificity. The drafter, here the Insurer, cannot belatedly try to define an undefined term through a corporate representative’s affidavit. The place to define terms is in the proposed contract itself, and the time to do so is before binding another party to the contract. If an insurance contract is ambiguous, it must be “construed liberally in favor of the insured and strictly against the insurer.” Grissom v. Com. Union Ins. Co., 610 So. 2d 1299, 1304 (Fla. 1st DCA 1992). The forum-selection clause in this insurance contract is reasonably interpreted as not restricting venue to Miami-Dade County. It would have been simple enough to specify such a restriction if that were the goal, but the Insurer failed to do so. The resulting language is quite reasonably interpreted as reflecting the possibility of multiple proper venues for the Insurer’s customers throughout Florida. This logical and plain-meaning interpretation of the undefined and ambiguous term “issued” favors the Insured, as it should on the facts presented. 3 The trial court erred in transferring the Insured’s action to Miami-Dade County. We reverse and remand for further proceedings in Escambia County. REVERSED and REMANDED. B.L. THOMAS, J., concurs; TANENBAUM, J., concurs in result with opinion. _____________________________ Not final until disposition of any timely and authorized motion under Fla. R. App. P. 9.330 or 9.331. _____________________________ TANENBAUM, J., concurring in result. United Automobile Insurance Company (“UAIC”) rescinded the insurance contract it had with Thomas Robles. Robles’s suit, then, does not involve the typical insurance dispute over whether a policy provision covers a particular peril that has occurred. Rather, he seeks a declaration that his contract with UAIC is still valid and in effect. The forum selection clause in the policy at issue here—a policy that UAIC renounces—applies in coverage disputes and is of no moment in consideration of the proper venue for Robles’s suit. Florida law in turn dictates the proper venue for Robles’s suit. See § 47.051, Fla. Stat. (2020) (“Actions against domestic corporations shall be brought only in the county where such corporation has, or usually keeps, an office for transaction of its customary business, where the cause of action accrued, or where the property in litigation is located.”). Robles’s suit for declaratory relief is not a “cause of action” for the purpose of determining venue under the statute. Oliver v. Severance, 542 So. 2d 408, 410 (Fla. 1st DCA 1989). However, Robles also claims that UAIC breached its insurance contract with him, and that claim accrued in Escambia County, where he resides. Cf. id. at 410–11. By statute, Robles was entitled to bring his suit against UAIC in Escambia County, so the trial court’s order of transfer must be reversed. 4 _____________________________ Charles F. Beall, Quinn B. Ritter, and Jessica L. Scholl of Moore, Hill & Westmoreland, P.A., Pensacola, for Appellant. Michael J. Neimand, Miami, for Appellee. 5