SIXTH DISTRICT COURT OF APPEAL
STATE OF FLORIDA
Case No. 6D2025-1963
Lower Tribunal No. 2025-CC-000224
STAR MANUFACTURING EXTRACTION, LLC,
Appellant,
v.
LEASING INNOVATIONS, INCORPORATED,
Appellee.
Appeal pursuant to Fla. R. App. P. 9.130 from the from the County Court for Hendry County.
Robert Ostrov, Judge.
September 4, 2026
WOZNIAK, J.
Star Manufacturing Extraction, LLC (“Star”) appeals the order granting
Leasing Innovations, Incorporated’s motion to dismiss for improper forum. Star
argues that the trial court erred in dismissing its complaint because the forum
selection clause of the parties’ equipment lease agreement (the “Agreement”) is
inapplicable as Star’s complaint does not implicate the Agreement. We agree. The
allegations in Star’s complaint concern upfront fees and costs that Leasing Innovations required Star to pay as a “prerequisite” to their contractual relationship.
The Agreement’s embedded forum selection clause is thus not implicated by the suit.
Star’s complaint alleged that it sought funding from Leasing Innovations to
enable Star to fulfill its payment obligations under the Agreement. As a precondition
to Leasing Innovations’ agreement to finance Star’s equipment, Leasing Innovations
required Star to pay upfront fees and charges, which Star paid. Leasing Innovations
thereafter did not provide funding and refused to refund the fees and charges Star
had paid.
Star alleged that Leasing Innovations had no intention of actually providing
Star with any funding. These allegations culminated with a three-count complaint:
Count I alleged civil theft; Count II alleged a violation of Florida’s Deceptive and
Unfair Trade Practices Act; and Count III alleged unjust enrichment.
Leasing Innovations moved to dismiss the complaint, citing the forum
selection clause contained in the Agreement:
JURISDICTION. This Lease shall be binding when
accepted in writing by the Lessor. The Lessee agrees that
the interpretation, construction and validity of this Lease
may be governed by the laws of the Commonwealth of
Massachusetts where the Lessor has a place of business.
The Lessee hereby voluntary [sic] consents to the
jurisdiction of any Federal or State court, in Suffolk
County, Massachusetts, with respect to any legal action
commenced hereunder. The Lessee agrees that the
election of law and forum is specifically reserved to, and,
at the option of Lessor, and Lessee may request in writing
election by Lessor.
2
(Emphasis added). 1 Relying on the emphasized portion above, Leasing Innovations
asserted in its motion that it “elects to make use of its reservation to select Suffolk
County, Massachusetts as the proper forum wherein this dispute should be resolved,
and Plaintiff’s case should be dismissed for improper forum.”
Star responded that because its complaint sounded solely in tort and did not
implicate the Agreement—there was no term in the Agreement obligating Leasing
Innovations to finance the transaction—the forum selection clause of the Agreement
was irrelevant. It also contended that the forum selection clause was permissive and
not mandatory because it lacked words of exclusivity. Following a hearing, the trial
court found that the allegations of the complaint “are inextricably intertwined with
the written agreement between the Parties as identified in Defendant’s Motion to
Dismiss” and that the forum selection clause is “controlling between the Parties and
1
Star challenges the trial court’s consideration of the leasing agreement attached to the motion to dismiss as being outside the four corners of the complaint. However, because Leasing Innovations challenged that Florida was not the correct forum, the trial court’s consideration of the leasing agreement was proper. See Brugal v. City of Naples, 418 So. 3d 758, 763 (Fla. 6th DCA 2025) (“[A] court is permitted to consider evidence outside the four corners of the complaint where the motion to dismiss challenges subject matter jurisdiction or personal jurisdiction, or where the motion to dismiss is based upon forum non conveniens or improper venue.” (citation modified) (quoting Steiner Transocean Ltd. v. Efremova, 109 So. 3d 871, 873 (Fla. 3d DCA 2013) (“A motion to dismiss based on a contractual forum selection clause is similar, in many respects, to a motion to dismiss for improper venue. We can discern no reason for treating them differently for purposes of applying the exception to the ‘four corners’ rule.”))).
3
that the appropriate forum for disputes arising under the agreement is Suffolk
County, Massachusetts.” It granted Leasing Innovations’ motion to dismiss based
upon improper forum, without prejudice to Star to pursue its claims in Massachusetts
under the terms of the Agreement. This was error.
We first observe that our standard of review proceeds de novo because this
issue presents a question of contract interpretation. See Pial Holdings, LTD v.
Riverfront Plaza, LLC, 379 So. 3d 547, 551 (Fla. 6th DCA 2024). With that standard
in mind, we turn now to address the argument on appeal.
Star argues that the forum selection clause contained in the Agreement does
not apply to its claims. Star is correct.
Whether the forum selection clause is properly applied to the claims at issue
is dependent upon its plain language. This Court “follow[s] the supremacy-of-text
principle—namely, the principle that the words of a governing text are of paramount
concern, and what they convey, in their context, is what the text means.” 16205
Captiva Dr., LLC v. Levinson as Co-Tr. of 16201 Captiva Dr. Land Tr. dated Mar.
29, 2010, 418 So. 3d 751, 755 (Fla. 6th DCA 2025) (quoting Ham v. Portfolio
Recovery Assocs., LLC, 308 So. 3d 942, 946 (Fla. 2020)).
The forum selection clause of the Agreement applies only to those suits
“commenced hereunder.” Because the determinative phrase “commenced
hereunder” is not defined in the contract, dictionaries are properly consulted for
4
evidence of its plain meaning. See Levinson, 418 So. 3d at 755. “Commence” is
defined as “to begin; start.” See, e.g., Commence, The American Heritage Dictionary
of the English Language (5th ed. 2022),
https://www.ahdictionary.com/word/search.html?q=commence (last visited June
23, 2026); Commence, Dictionary.com,
https://www.dictionary.com/browse/commence (last visited June 23, 2026).
“Hereunder” is defined in Black’s Law Dictionary (12th ed. 2024), as meaning “[i]n
accordance with this document” or “[l]ater in this document.” See also Hereunder,
Merriam-Webster Online Dictionary, https://www.merriamwebster.com/dictionary/hereunder (last visited July 24, 2026) (defining hereunder
as “under or in accordance with this writing or document”); Terra Int’l, Inc. v. Miss.
Chem. Corp., 119 F.3d 688, 692 (8th Cir. 1997) (observing that “in this contractual
context, ‘hereunder’ typically signifies ‘under the agreement’ . . . .”).
Applying these definitions to the phrase at issue, the forum selection clause
applies only to suits based on the Agreement, and Star’s suit, which was based solely
on breached promises that predated the Agreement, was not. Simply stated, Star’s
claims were not a legal action “commenced hereunder” as required for the forum
selection clause of the Agreement to be triggered. 2
2
Because we determine that the forum selection clause is inapplicable to Star’s claims, we decline to address whether the forum selection clause is mandatory or permissive. Additionally, we express no opinion as to the merits of Star’s claims.
5
REVERSED and REMANDED.
TRAVER, C.J., and SMITH, J., concur.
Casey H. Cusick, of The Dickerson Law Group, P.A., Naples, for Appellant.
S. Matthew Keen, of Peterson & Myers, P.A., Lakeland, for Appellee.
NOT FINAL UNTIL TIME EXPIRES TO FILE MOTION FOR REHEARING
AND DISPOSITION THEREOF IF TIMELY FILED
6