Williams IP Holdings, LLC v. Schwarz
The Third DCA held that a subordinate 'Quote' proposal containing a permissive Florida forum selection clause was subsumed into a master Public Relations Consultancy agreement containing a mandatory, exclusive New York forum selection clause, so the New York clause controlled the breach of contract count. The court reversed the denial of the motion to dismiss Count I for improper venue and remanded for the trial court to rule in the first instance on the motion as to the remaining defamation counts.
Key facts
- Williams IP Holdings, LLC sued Schwarz for breach of contract and defamation; the parties' relationship was governed by a master Public Relations Consultancy agreement containing a mandatory exclusive New York forum selection clause and a subordinate 'Quote' proposal containing a permissive Florida forum selection clause.
- The trial court denied Schwarz's motion to dismiss Count I (breach of contract) for improper venue, finding the Florida forum clause in the subordinate proposal controlled.
- +2 more key facts with a free trial
Why it matters
Useful authority for transactional disputes involving layered master agreements and subordinate SOWs/quotes with conflicting forum clauses: the Third DCA gives priority to the master agreement's mandatory… — full analysis with a trial
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