Cedrus Enterprises Holding SAL v. Jabil, Inc.
A Lebanese guarantor signed a one-page "Joinder and Consent" to a Payment Agreement between the Florida obligee and its debtor; that agreement contained a Florida choice-of-law clause and an irrevocable consent to personal jurisdiction and venue in Pinellas County. The Second District affirmed denial of the guarantor's motion to dismiss for lack of personal jurisdiction, holding the joinder made Cedrus a party bound by the forum provision, that section 48.193(1)(a)9 and section 685.102 supplied jurisdiction, and that a freely negotiated commercial forum-selection clause satisfies minimum contacts.
Key facts
- Lebanese holding company Cedrus Enterprises signed a one-page 'Joinder and Consent' to a Payment Agreement between a Florida obligee and a debtor, which contained a Florida choice-of-law clause and irrevocable consent to personal jurisdiction and venue in Pinellas County.
- Cedrus moved to dismiss for lack of personal jurisdiction, arguing it was not bound by the forum-selection provision in the underlying Payment Agreement.
- +2 more key facts with a free trial
Why it matters
Useful authority for enforcing Florida forum-selection clauses against foreign guarantors and other parties who sign only a short joinder or ratification document. It reinforces that section 685.102 contracts bypass the… — full analysis with a trial
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