Forum Selection and Choice of Law

The parties to any contract, agreement, or undertaking, contingent or otherwise, in consideration of or relating to any obligation arising out of a transaction involving in the aggregate not less than $250,000, the equivalent thereof in any foreign currency, or services or tangible or intangible property, or both, of equivalent value, may, to the extent permitted under the United States Constitution, agree that the law of this state will govern such contract, agreement, or undertaking, the effect thereof and their rights and duties thereunder, in whole or in part, whether or not such contract, agreement, or undertaking bears any relation to the state. (West's F.S.A. § 685.101)

Forum selection clauses are generally enforceable as would be other contractual terms. They are subject to attack on allegations of fraud in the inducement. Holder v. Burger King Corporation, 576 So2d 973 (Fla. 2d DCA 1991); SAI Ins. Agency, Inc. v. Applied Systems, Inc., 858 So.2d 401 (Fla. 1st DCA 2003) (holding a party seeking to void a forum selection clause must show the clause itself is a product of fraud). Additionally, a clause which would contravene the strong public policy of the State of Florida will not be enforced. First Pacific Corporation v. Sociedad, 566 So.2d 3 (Fla. 3d DCA 1990).

 The general rule is the choice of the law which governs the transaction will be enforceable provided: (a) there exists a reasonable basis for the parties choice of the chosen state, (b) the chosen state has a significant connection to the transaction, and (c) the chosen law is not contrary to a fundamental public policy of the state with the greater interest in the transaction that the chosen state. See American Safety Cas. Ins. Co. v. Mijares Holding Co., LLC, 76 So.3d 1089 (Fla. 3d DCA 2011) (holding Florida law presumes forum selection clauses valid and enforceable absent showing that enforcement would be unjust or unreasonable).