FIRST DISTRICT COURT OF APPEAL

STATE OF FLORIDA

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No. 1D18-2184

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SIGNTRONIX, INC., A CALIFORNIA 

CORPORATION,

Appellant,

v.

ANNABELLE’S INTERIORS, INC., A

FLORIDA CORPORATION,

Appellee.

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On appeal from the Circuit Court for Clay County.

Gary L. Wilkinson, Judge.

December 31, 2018

PER CURIAM.

Signtronix, Inc., a California corporation, appeals an order 

denying a motion to dismiss for improper venue and lack of 

jurisdiction. We reverse.

After Annabelle’s Interiors, Inc. sued Signtronix in Florida,

related to its purchase of goods, Signtronix moved to dismiss the 

case under the venue provision of the parties’ sales agreement, 

which reads:

The parties expressly consent and submit to the 

jurisdiction of the Courts of the State of California and 
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agree the proper forum and venue for any and all suits, 

actions or other proceedings arising out of this agreement 

are the State or Federal Courts located in Los Angeles 

County, California, and the parties expressly waive any 

objection to venue in such Court.

“[O]rders concerning venue [fall] within the limited class of 

nonfinal orders that are subject to review by appeal before the final 

judgment.” Mgmt. Computer Controls, Inc. v. Charles Perry 

Constr., Inc., 743 So. 2d 627, 630 (Fla. 1st DCA 1999); Fla. R. App. 

P. 9.130(a)(3)(A). We review de novo the trial court’s denial of 

Signtronix’s motion to dismiss. Mgmt. Computer Controls, Inc., 

743 So. 2d at 630.

Parties to a contract are free to establish venue in a particular 

forum in the event of a contract dispute. See Baker v. Econ.

Research Servs., Inc., 242 So. 3d 450 (Fla. 1st DCA 2018). Venue 

selection clauses are considered mandatory where the plain 

language of the contract indicates exclusivity. Michaluk v. 

Credorax (USA), Inc., 164 So. 3d 719, 722 (Fla. 3d DCA 2015). But 

in the absence of words of exclusivity, a venue clause is deemed to 

be permissive. Id. In this case, Annabelle’s Interiors argues, and 

the trial court agreed, that the venue provision in the contract was 

permissive because it was preceded by the following sentence: “At 

the option of Signtronix, this agreement may be governed by the 

laws of the State of California.” Through the lens of this sentence, 

Annabelle’s Interiors argues that its case could have been brought 

in California, but that Signtronix cannot require it. See Garcia 

Granados Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So. 

2d 273, 274-75 (Fla. 1987) (recognizing permissive clauses to be 

nothing more than a consent to jurisdiction and venue, without 

excluding jurisdiction or venue in any other forum). 

We disagree with Annabelle’s Interiors’s reading of the 

contract. The agreement’s venue term provides for the exclusivity 

California courts on its face, stating: “the proper forum and venue 

for any and all suits, actions or other proceedings arising out of 

this agreement are the State or Federal Courts located in Los 

Angeles County, California, and the parties expressly waive any 

objection to venue in such Court.” (Emphasis added.) We see no 

ambiguity here. Annabelle’s Interiors has agreed that the “proper” 
3

venue is in California and has waived any objection. See Golf 

Scoring Sys. Unlimited, Inc. v. Remedio, 877 So. 2d 827, 829 (Fla. 

4th DCA 2004) (holding that the phrase “the proper venue” was 

limiting language that effectively excluded all others). 

We haven’t missed Annabelle’s Interiors’s view and argument 

that the choice of law provision overrides these venue terms. But 

the contract’s choice of law and venue provisions are different and 

distinct terms. For there to be differences between them is not 

unusual. See, e.g., Corp. Creative Enter., LLC v. Brian R. Fons 

Attorney at Law P.C., 225 So. 3d 296, 298 (Fla. 4th DCA 2017) 

(affirming an agreement’s provision applying Illinois law in 

Florida’s courts); SAI Ins. Agency, Inc. v. Applied Sys., Inc., 858 So. 

3d 401 (Fla. 1st DCA 2003) (upholding an Illinois venue as to a 

claim brought under Florida’s Deceptive and Unfair Trade 

Practices Act). An optional choice of law provision in a contract 

does not render permissive an explicitly mandatory venue 

provision. We therefore reverse and remand for dismissal.

REVERSED and REMANDED.

B.L. THOMAS, C.J., and ROBERTS and OSTERHAUS, JJ., concur.

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Not final until disposition of any timely and 

authorized motion under Fla. R. App. P. 9.330 or 

9.331.

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Stacey S. Fisher and Steven Sprechman of Sprechman and Fisher, 

P.A., Miami, for Appellant.

Robert Aguilar of Aguilar & Sieron, P.A., Orange Park, for 

Appellee.