AFC Franchising, LLC v. Danilo Purugganan, No. 20-13849 (11th Cir. 2022)
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AFC Franchising is an Alabama LLC with its principal place of business in Shelby County, Alabama. Defendant is a resident of New York. Defendant signed a “Master Developer Agreement” with another company, Doctors Express Franchising, to develop urgent-care centers in New York and Connecticut.
After a series of acquisitions, AFC was assigned Doctors Express’s end of the bargain in 2013, and Defendant was notified of the assignment When the parties’ relationship soured, Purugganan threatened to sue AFC in either Connecticut or New York. AFC believed that the floating forum-selection clause required Defendant to sue in Alabama, where AFC had its principal place of business. It thus sought a declaratory judgment in Alabama state court (1) that the parties had to litigate their dispute in Alabama and (2) that AFC hadn’t breached the Master Developer Agreement.
The district court sided with Defendant on the personal jurisdiction issue. The Eleventh Circuit reversed the district court’s decision and held that, in the circumstances presented, the clause is applicable and enforceable. The court explained that the court erred in dismissing for lack of personal jurisdiction. By voluntarily agreeing to an applicable and enforceable floating forum-selection clause, Defendant waived his right to contest personal jurisdiction in this dispute. Further, Defendant offers no reason why he might have consented to personal jurisdiction but not venue.
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