A Broward County insurance suit and a Palm Beach County breach-of-contract action posed the same question: whether a contract naming a foreign forum requires litigation there or merely permits it. The Fourth District answered one way this month. A circuit court had answered the other way eighteen months earlier. What separated them was neither equity nor the strength of the underlying claims.
Two commercial contracts, two foreign forums, two motions to dismiss for improper venue. In the first, the clause read “Subject to Taiwanese Law and Jurisdiction if the policy [sic] dispute.” In the second, it read that “[t]he exclusive place of jurisdiction for all disputes arising of and in connection with these General Terms and Conditions for all customers, including those relating to the conclusion of the agreement and its validity, shall be Vienna, Austria.”
The first dismissal was reversed. The second was granted and stood.
On September 16, 2026, the Fourth District Court of Appeal decided Alexander Marine Co., Ltd. v. Fubon Insurance Company, Ltd., No. 4D2025-2413, reversing the dismissal of a Broward County breach of contract action brought on two marine cargo policies. The opinion is short. Its consequences for anyone drafting or litigating cross-border commercial agreements in Florida are not.
The Shipment and the Suit
Alexander Marine is a Taiwanese manufacturer and seller of yachts. Fubon is a Taiwanese insurer. The two entered into a pair of marine insurance policies covering the shipment of three yachts from Kaohsiung, Taiwan, to Port Everglades. The first was an open cargo policy covering a series of shipments over the policy period; the second was shipment-specific.
The voyage went badly. A fire aboard the transport vessel destroyed two of the yachts and damaged the third. The surviving yacht was placed on a second cargo ship bound for Port Everglades, but that ship was diverted to Tampa, where the yacht was dropped during offload and sustained further damage. Alexander Marine submitted claims for the fire loss and the drop, the parties disagreed over the amount payable, and Alexander Marine sued in Broward County on two counts of breach of contract.
Fubon moved to dismiss on the forum-selection provision and, alternatively, on forum non conveniens. Alexander Marine responded that the provision did not make jurisdiction exclusive in Taiwan and was at most ambiguous, and that it did not reach a fight over the loss amount. The trial court granted the motion. On a motion for clarification, the court confirmed that dismissal rested solely on the forum-selection provision and that it had made no findings on forum non conveniens. That clarification turned out to matter enormously.
The Line Florida Draws
A mandatory forum-selection clause requires that litigation be brought in a particular forum. A permissive clause constitutes consent to jurisdiction and venue in the named forum without excluding jurisdiction or venue elsewhere. Garcia Granados Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So. 2d 273 (Fla. 1987).
The rule traces to a loan agreement drafted by the borrower, providing that the creditor “may choose to take legal proceedings to the competent Courts of the City of Guatemala . . . or to the competent Courts of Panama City.” Sued in Dade County instead, the borrower argued the clause confined the dispute to those two forums. The Florida Supreme Court disagreed, and the reason belongs above every drafter’s desk: mandatory language such as “shall” and “may only” appeared at least forty-four times in seventeen different clauses of the same agreement, and the drafter never explained why he had reached for “may” in this one.
The consequences of the classification are not symmetrical. A trial court generally must enforce a mandatory clause unless it shows enforcement would be unreasonable or unjust. A permissive clause supports no dismissal at all merely because suit was permitted somewhere else.
Classification turns entirely on the words the parties chose. Courts look for language of exclusivity, and absent it, the clause is permissive. Terms like “shall,” “must,” “exclusive,” and “only” generally signal a mandatory clause. The Fourth District has gone further, holding in Golf Scoring Systems Unlimited, Inc. v. Remedio that the definite article “the” before “venue” may itself establish exclusivity, because “the” points to a single forum to the exclusion of others.
Florida courts have found exclusivity in a three-letter word. Fubon could not point even to that.
Why the Fubon Clause Failed
The policies said a policy dispute was “[s]ubject to Taiwanese Law and Jurisdiction.” They did not say suit “shall” or “must” be brought in Taiwan, did not call Taiwanese jurisdiction “exclusive,” did not say disputes must be litigated “only” there, and contained no other language identifying Taiwan as the sole permissible forum.
Fubon argued that naming a forum for policy disputes was itself enough. The court rejected that, confirming that identifying a forum is not the same as requiring that forum to the exclusion of all others. Without clear language demonstrating an intent that Taiwan be exclusive, the provision operates only as consent to Taiwanese jurisdiction.
The opinion does not reach a further point that practitioners should. The clause welded choice of law to forum in one breath, and the two are separate questions. A provision can validly select Taiwanese substantive law while leaving the parties free to litigate that law in a Florida courtroom, and choice-of-law provisions in maritime contracts are presumptively enforceable as a matter of federal maritime law. Great Lakes Insurance SE v. Raiders Retreat Realty Co., 601 U.S. 65 (2024). The selected law does not carry the forum with it.
The Other Side of the Line
The instructive comparison is a Palm Beach County case decided eighteen months earlier on the same body of authority.
In Libert v. C Seed, Inc., No. 50-2024-CA-010772-XXXA-MB (Fla. 15th Cir. Ct. Apr. 3, 2025), two individual purchasers sued an Austrian manufacturer of high-end outdoor television systems over the non-delivery of a custom folding 103-inch LED television, pleading breach of contract and negligence. The contract they attached to the complaint did not itself contain a forum-selection clause. It stated that it was “subject to” the seller’s general terms and conditions, that those terms were “applicable to” all orders, and it identified and hyperlinked the webpage where they could be read and downloaded. Those terms designated Vienna as the exclusive place of jurisdiction.
The purchasers essentially argued what Alexander Marine would later win on: the clause lacked the exclusivity required to be mandatory, it was susceptible to more than one reasonable reading, and it should be construed against the drafter. They added a judicial economy argument, urging that enforcement would splinter the dispute into multiple proceedings and invite inconsistent results. Both propositions rest on respectable authority.
None of it worked, because the clause said: “exclusive.” The court granted the motion and dismissed for improper venue, holding that the contract contained a mandatory venue selection clause with no qualifications, and that where a clause states or clearly indicates that litigation must or shall be initiated in a specified forum, it is mandatory and must be honored absent a showing that it is unreasonable or unjust. I represented C Seed and argued the motion.
The Ambiguity Argument and Its Limits
Both cases featured a version of the same fallback: the clause is unclear, and unclear clauses get construed against the party that wrote them. The principle is real, it comes from Garcia Granados Quinones itself, and it produced the outcome in Alexander Marine, where the operative sentence ran twelve words and identified no consequence of Taiwanese jurisdiction being invoked.
It did nothing in C Seed, and the reason is worth understanding. Construction against the drafter is a tiebreaker, not a solvent. It engages when the language admits two reasonable readings. A clause stating that the exclusive place of jurisdiction shall be Vienna admits of one. The purchasers tried to manufacture the second reading from a different provision of the same terms, which stated that the general terms and conditions “of the customer” would not form an integral part of the agreement. That sentence disclaims the buyer’s competing form terms. It says nothing about the seller’s own. Reading it otherwise would require treating the seller as having drafted terms that excluded themselves.
The broader point is that ambiguity arguments have to be built on text actually capable of bearing two meanings. Where the drafter used the operative words, the fallback collapses, and the party resisting the clause is left with the unreasonable-or-unjust showing, which is a substantially heavier lift.
Drafting and Litigating After Alexander Marine
The Fubon language appears, in some variation, in thousands of cross-border commercial agreements negotiated by people who believed the forum question was settled the moment they named a country. It was not.
If the objective is to be sued only at home, the agreement has to say so in the words Florida courts look for. “Any action arising out of or relating to this agreement shall be brought exclusively in the courts of X, and the parties waive any objection to venue therein” leaves nothing to interpretation. “Subject to X law and jurisdiction” leaves everything to it.
Garcia Granados Quinones adds a requirement that gets overlooked. A forum clause is read against the rest of the document. An agreement that says “shall” throughout and “may” once has told the court the “may” was deliberate, and the court will hold the drafter to it. The converse is the trap. A form contract that uses mandatory and permissive language interchangeably has surrendered the strongest available argument for its own forum clause, and nobody notices until the motion is filed.
Once suit is filed, the same text governs, and the reading does not change depending on which side of the caption you sit. The instinct when you receive a complaint filed somewhere the contract appears to disfavor is to move to dismiss. The instinct on the other side, looking at the same clause, is sometimes to file where the contract points. Both should yield to a close reading.
The test is textual and close to mechanical. Absent “shall,” “must,” “exclusive,” “only,” or comparable language, the clause is permissive and will not support dismissal standing alone. The definite article may do the work, but something has to. Where the clause is permissive, the motion must be built on forum non conveniens with the findings that doctrine requires, or it will not survive review.
Where the clause is mandatory, the calculus inverts, and the party resisting enforcement must show unreasonableness or injustice. C Seed confirms what that does not include. Convenience, expense, the presence of a non-party, and the prospect of parallel proceedings are ordinary features of cross-border commercial litigation. They are the costs the parties allocated when they agreed to the clause, and courts treat them accordingly.
Forum-selection disputes turn on a single word. Seldom the one the client had in mind at signing, and never the one that comes to mind when the order arrives.
Alex P. Rosenthal and Rosenthal Law Group represent clients in commercial litigation and appellate matters throughout Florida. This commentary is for informational purposes only and does not constitute legal advice. The result described in Libert v. C Seed, Inc. turned on the particular contract language and record in that case. Past results do not guarantee a similar outcome, and no result in one matter can be relied upon as predictive of another. You may contact our office at 954-384-9200 or www.rosenthalcounsel.com to discuss your matter.