Opinion · Court of Appeals for the Eleventh Circuit
Citro Florida, Inc., a Florida Corporation v. Citrovale, S.A., a Foreign Corporation
Citro Fla., Inc., a Fla. Corp. v. Citrovale, S.A., a Foreign Corp., 760 F.2d 1231 (11th Cir. 1985)
- Type
- Opinion
- Court
- Court of Appeals for the Eleventh Circuit
- Jurisdiction
- Federal
- Date
- 1985-05-21
- Topic
- bankruptcy
How later courts describe this case
- concluding that language of forum selection clause discussing jurisdiction in nonexclusive language reasonably could be construed as permissive
- finding that clause stating “place of jurisdiction is Sao Paulo/Brazil” was permissive because clause did not specify that Sao Paulo/Brazil was the only place of jurisdiction
- concluding phrase was ambiguous and, when construed against drafter, was permissive
- finding provision stating the “[p]lace of jurisdiction is Sao Paolo/Brazil” was ambiguous and therefore deemed permissive
- construing ambiguous forum selection clause against drafter “as a non-exclusive consent to jurisdiction”
- articulating a distinction between “mere ‘consent to jurisdiction’ clauses and ‘mandatory’ clauses”
- articulating a distinction between “‘consent to jurisdiction’ clauses and ‘mandatory’ clauses”
- “We, therefore, decline to reach the merits of an issue on which the district court has not ruled.”
Citator
UpLaw has not yet analyzed Citro Florida, Inc., a Florida Corporation v. Citrovale, S.A., a Foreign Corporation. The absence of a flag is not a finding that it is good law.
- Cited by
- 79 opinions
CITRO FLORIDA, INC. v. CITROVALE, S.A.,760 F.2d 1231(11th Cir. 1985)
CITRO FLORIDA, INC., A FLORIDA CORPORATION, PLAINTIFF-APPELLANT, v.
CITROVALE, S.A., A FOREIGN CORPORATION, DEFENDANT-APPELLEE.
No. 84-3591.
United States Court of Appeals, Eleventh Circuit.
May 21, 1985.
J. Philip Plyler, Tampa, Fla., Jerry Anker, Washington, D.C., for defendant-appellee.
Before FAY and JOHNSON, Circuit Judges, and DYER, Senior Circuit Judge.
[2] Citrovale is a Brazilian corporation engaged in the business of processing citrus products, including frozen concentrated orange juice, which it exports to the United States and Europe. Citro Florida and Citrovale entered into a series of telexes concerning the purchase and shipment of the concentrate, none of which contained any jurisdictional terms. After confirming the acceptance of Citro Florida's purchase order, Citrovale sent a confirming contract for Citro Florida's execution which contained the following language:
This constitutes an executory contract between the exporter and the above-indicated buyer. Place of jurisdiction is Sao Paulo/Brazil.
[3] Citro Florida's president signed the confirming contract without further negotiation or discussion.
[4] Although the forum selection clause was properly determined by the district court to be an enforceable agreement, the clause does not clearly specify that Sao Paulo isPage 1232theonlyplace of jurisdiction. The district court accepted Citrovale's argument that under the United States Supreme Court's decision inM/S Bremen v. Zapata Off-Shore Company,407 U.S. 1,15,92 S.Ct. 1907,1916,32 L.Ed.2d 513(1972), forum selection clauses should be enforced unless it is clearly shown that enforcement would be unreasonable or unjust, or that the clause is invalid for such reasons as fraud or overreaching. TheBremencourt, however, was faced with a much more specific clause. There the contract provided that any dispute "must be treated before the London Court of Justice."Id.at 3,92 S.Ct. at 1909. Unlike the present case, the language contained in theBremenforum clause was not subject to two interpretations. TheBremencourt did not reach the distinctions between mere "consent to jurisdiction" clauses and "mandatory" clauses.
[5] The forum selection clause in this case is ambiguous concerning the exclusive nature of the provision. The clause merely states "place of jurisdiction is Sao Paulo/Brazil." Under the rule established by the Fifth Circuit inKeaty v. Freeport Indonesia,Inc.,503 F.2d 955(5th Cir. 1974) andZapata Marine Service v.O/Y Finnlines, Ltd.,571 F.2d 208(5th Cir. 1978), "when a contract provision is subject to opposing, yet reasonable interpretation, an interpretation is preferred which operates more strongly against the party from whom the words proceeded."571 F.2d at 209. As the drafter of the ambiguous provision, the clause must be construed against Citrovale and in favor of Citro Florida as a non-exclusive consent to jurisdiction.
[6] The district court did not reach or decide Citrovale's challenge of the district court's jurisdiction over it. We, therefore, "decline to reach the merits of an issue on which the district court has not ruled.See, e.g., Hormel v. Helvering,1941,312 U.S. 552,61 S.Ct. 719,85 L.Ed. 1037,"EqualEmployment Opportunity Commission v. Standard Forge Axle Co.,Inc.,496 F.2d 1392,1394(5th Cir. 1974),cert. den.419 U.S. 1106,95 S.Ct. 776,42 L.Ed.2d 801(1975);Thomas v. J.C. PenneyCo., Inc.,531 F.2d 270(5th Cir. 1976);Baker v. Bell,630 F.2d 1046(5th Cir. 1980).
[7] REVERSED.