Espresso Disposition Corp. 1 and Santana Sales & Marketing Group, Inc., entered into an agreement that included a mandatory forum selection clause. The clause stated that “the venue with respect to any action pertaining to this Agreement shall be the State of Illinois.” When Santana filed a suit against Espresso in a Florida state court, the defendant filed a motion to dismiss based on the clause. Santana responded that the clause was a mistake made at the time the agreement was drafted—an agreement between different parties had been copied, and by mistake, the venue provision had not been changed from Illinois to Florida. The court denied Espresso’s motion to dismiss. Espresso appealed.

A state intermediate appellate court reversed and remanded for the entry of an order of dismissal. Under Florida law, a forum selection clause is only considered unjust or unreasonable if a party establishes that enforcement would result in “no forum at all.” Espresso failed to establish this “since the designated forum—Illinois—does not result in *  *  * ‘no forum at all.’ ” If a forum selection clause unambiguously mandates that litigation be subject to a certain forum, then it is wrong for a court to ignore the clause.

Questions

• What impact will the court’s decision most likely have on the parties to this dispute?
• How could the parties, particularly the defendant, have avoided this dispute?
• Did the court grant or deny the appellants’ motion? Why?