When a Comma Is the Decisive Factor: The Importance of Precision in Forum Selection Clauses
Under Florida law, the distinction between a permissive and mandatory forum selection clause can hinge on something as small as a single comma. In Treasure Coast Classical Academy v. The Optima Foundation, the Florida Fourth District Court of Appeal held that a comma separating a governing law provision from a venue designation provision rendered the venue clause permissive rather than mandatory, allowing the plaintiff to file suit in the venue where the causes of action accrued.
Case Background and Analysis
Treasure Coast Classical Academy Inc. (Academy) is a charter school in Martin County, Florida, that contracted with The Optima Foundation Inc. (Optima), a nonprofit that provides professional administrative and operational services to public charter schools. After a dispute arose between the parties, Academy sued Optima in Martin County for a variety of claims based on, among other things, a breach of the service agreement between the parties. Optima moved to dismiss the complaint for improper venue, pointing to the following clause in the parties' service agreement:
State Governing Law/Venue/Waiver of Jury Trial. The rights of all parties hereto shall be subject to the jurisdiction of and be construed according to the laws of the State of Florida, with venue in Collier County, Florida.
Optima argued that the word "shall" applied to the venue provision – as well as the governing law provision – rendering it mandatory and requiring all disputes to be filed exclusively in Collier County, where Optima maintains its principal place of business. The trial court agreed and dismissed the case without prejudice.
On appeal, the Fourth District reversed the trial court. The decisive factor? A single comma. The court compared the following two choice of law and venue provisions to highlight the importance of the comma. The following clause was ruled permissive, not mandatory, because the word "shall" applied only to the choice of governing law provision, and not to the venue selection provision, which was set off by a comma: "[a]ny litigation concerning this contract shall be governed by the law of the State of Florida, with proper venue in Palm Beach County." See Regal Kitchens, Inc. v. O'Connor & Taylor Condominium Construction Inc., 894 So. 2d 288 (Fla. 3d DCA 2005). To the contrary, this provision was ruled mandatory, not permissive, because the lack of a comma created a single, unified command: "... any controversy or claim arising out of or relating to this Contract, or the breach thereof, shall be settled under the laws of the State of Florida with venue in Lee County, FL." See Global Commercial Roofing, LLC v. iCrete, LLC, 410 So. 3d 735 (Fla. 3d DCA 2025).
Applying this framework to the provision at issue, the Fourth District in Treasure Coast Classical Academy v. The Optima Foundation concluded that, because the choice of law provision and the venue selection clause were separated by a comma, the operative term "shall" (which preceded the choice of law provision and the comma) did not apply to or modify the venue selection clause that followed the comma. Accordingly, the venue selection clause was deemed to be permissive rather than mandatory, and Academy was free to bring suit in Martin County where the causes of action accrued as permitted under Florida's general venue statute.
Conclusion
The Fourth District's decision underscores that every punctuation mark carries legal weight. A single comma converted what one party believed to be a mandatory venue clause into a permissive venue clause, fundamentally changing the litigation landscape. For contract drafting, if the intent is to mandate a particular venue, say so expressly using words such as "exclusive" or "mandatory" to modify all aspects of the clause and ensure that no errant commas could be inadvertently read to change a venue provision.