Dependable Component Supply, Inc. v. Pace Elecs., Inc. - 772 So. 2d 582 (Fla. Dist. Ct. App. 2000)

Rule:

A court will enforce contractual terms that are not in conflict if the court can meaningfully do so.

Facts:

Appellant buyer and appellee seller had numerous sales between them, each ignoring the other's contrary written documents, when the subject sale occurred. Appellee's invoice had a full page of additional terms, including one stating that all actions relating to the sale of the products to appellant would have been venued in Orange County, Florida. Appellant remitted payment upon receipt of this invoice. After later inspection of the goods, appellant sued in Broward County to recover damages. Before addressing the merits of the action, the trial judge found exclusive venue in Orange County, because appellant had failed to object to it to the venue terms in appellee's invoice. Appellant sought review. 

Issue:

Did the appellant acquiesce to the venue stipulated in the appellee’s invoice, thereby rendering Orange County, Florida as the proper venue of the suit? 

Answer:

No.

Conclusion:

The court reversed. The general rule set forth in Fla. Stat. ch. 672.207(3) required the court to enforce non-conflicting contractual terms. In this case, where the parties' written documents contained conflicting terms regarding venue, the court could not find the appellant acquiesced with a venue provision contained in the appellee's mailing invoice.