Treasure Coast Classical Academy, Inc. v. The Optima Foundation, Inc.
The Fourth District reversed a dismissal for improper venue, holding that a comma was decisive in construing the parties' forum selection clause. Because the mandatory word 'shall' was separated from the venue designation by a comma, 'shall' modified only the choice of Florida law and not the venue selection, rendering the clause permissive rather than mandatory. Venue was therefore proper in Martin County, where the causes of action accrued under section 47.011, Florida Statutes.
Key facts
- Treasure Coast Classical Academy, a Martin County charter school, contracted with The Optima Foundation, a nonprofit that provides administrative, operational, and IT services to charter schools headquartered in Collier County.
- After becoming dissatisfied with Optima's services, the Academy sued in Martin County for injunctive relief, breach of the service agreement, breach of the IT agreement, and conversion.
- +2 more key facts with a free trial
Holdings
- A forum selection clause is mandatory only if it contains language of exclusivity; where the mandatory verb ('shall') is grammatically separated from the venue designation by a comma…
- +1 more holding with a free trial
Why it matters
A short but highly practical decision for transactional and commercial litigators: punctuation, not just 'magic words,' determines whether a forum selection clause is mandatory. The Fourth District has now aligned with… — full analysis with a trial
Read the full opinion, holdings & search — free for 30 days
The full opinion PDF, the rules the court applied, our significance analysis, the background facts, and full-text search across every tracked Florida decision — in your hands.
- Search every tracked Florida decision in seconds
- Save, tag & file the cases that matter into your own library
- Read the full plain-English analysis and holdings
Not ready to sign up? Get the free Friday digest — the week's key Florida decisions by email, no login required.
Florida Court Tracker provides summaries of publicly available court opinions for informational and research purposes only. This is not legal advice and does not create an attorney–client relationship. Always verify holdings against the official opinion.