         FIRST DISTRICT COURT OF APPEAL
                STATE OF FLORIDA
                 _____________________________

                         No. 1D18-2184
                 _____________________________

SIGNTRONIX, INC., A CALIFORNIA
CORPORATION,

    Appellant,

    v.

ANNABELLE’S INTERIORS, INC., A
FLORIDA CORPORATION,

    Appellee.
                 _____________________________


On appeal from the Circuit Court for Clay County.
Gary L. Wilkinson, Judge.

                       December 31, 2018


PER CURIAM.

     Signtronix, Inc., a California corporation, appeals an order
denying a motion to dismiss for improper venue and lack of
jurisdiction. We reverse.

     After Annabelle’s Interiors, Inc. sued Signtronix in Florida,
related to its purchase of goods, Signtronix moved to dismiss the
case under the venue provision of the parties’ sales agreement,
which reads:

    The parties expressly consent and submit to the
    jurisdiction of the Courts of the State of California and
    agree the proper forum and venue for any and all suits,
    actions or other proceedings arising out of this agreement
    are the State or Federal Courts located in Los Angeles
    County, California, and the parties expressly waive any
    objection to venue in such Court.

“[O]rders concerning venue [fall] within the limited class of
nonfinal orders that are subject to review by appeal before the final
judgment.” Mgmt. Computer Controls, Inc. v. Charles Perry
Constr., Inc., 743 So. 2d 627, 630 (Fla. 1st DCA 1999); Fla. R. App.
P. 9.130(a)(3)(A). We review de novo the trial court’s denial of
Signtronix’s motion to dismiss. Mgmt. Computer Controls, Inc.,
743 So. 2d at 630.

     Parties to a contract are free to establish venue in a particular
forum in the event of a contract dispute. See Baker v. Econ.
Research Servs., Inc., 242 So. 3d 450 (Fla. 1st DCA 2018). Venue
selection clauses are considered mandatory where the plain
language of the contract indicates exclusivity. Michaluk v.
Credorax (USA), Inc., 164 So. 3d 719, 722 (Fla. 3d DCA 2015). But
in the absence of words of exclusivity, a venue clause is deemed to
be permissive. Id. In this case, Annabelle’s Interiors argues, and
the trial court agreed, that the venue provision in the contract was
permissive because it was preceded by the following sentence: “At
the option of Signtronix, this agreement may be governed by the
laws of the State of California.” Through the lens of this sentence,
Annabelle’s Interiors argues that its case could have been brought
in California, but that Signtronix cannot require it. See Garcia
Granados Quinones v. Swiss Bank Corp. (Overseas), S.A., 509 So.
2d 273, 274-75 (Fla. 1987) (recognizing permissive clauses to be
nothing more than a consent to jurisdiction and venue, without
excluding jurisdiction or venue in any other forum).

     We disagree with Annabelle’s Interiors’s reading of the
contract. The agreement’s venue term provides for the exclusivity
California courts on its face, stating: “the proper forum and venue
for any and all suits, actions or other proceedings arising out of
this agreement are the State or Federal Courts located in Los
Angeles County, California, and the parties expressly waive any
objection to venue in such Court.” (Emphasis added.) We see no
ambiguity here. Annabelle’s Interiors has agreed that the “proper”

                                  2
venue is in California and has waived any objection. See Golf
Scoring Sys. Unlimited, Inc. v. Remedio, 877 So. 2d 827, 829 (Fla.
4th DCA 2004) (holding that the phrase “the proper venue” was
limiting language that effectively excluded all others).

     We haven’t missed Annabelle’s Interiors’s view and argument
that the choice of law provision overrides these venue terms. But
the contract’s choice of law and venue provisions are different and
distinct terms. For there to be differences between them is not
unusual. See, e.g., Corp. Creative Enter., LLC v. Brian R. Fons
Attorney at Law P.C., 225 So. 3d 296, 298 (Fla. 4th DCA 2017)
(affirming an agreement’s provision applying Illinois law in
Florida’s courts); SAI Ins. Agency, Inc. v. Applied Sys., Inc., 858 So.
3d 401 (Fla. 1st DCA 2003) (upholding an Illinois venue as to a
claim brought under Florida’s Deceptive and Unfair Trade
Practices Act). An optional choice of law provision in a contract
does not render permissive an explicitly mandatory venue
provision. We therefore reverse and remand for dismissal.

    REVERSED and REMANDED.

B.L. THOMAS, C.J., and ROBERTS and OSTERHAUS, JJ., concur.

                  _____________________________

    Not final until disposition of any timely and
    authorized motion under Fla. R. App. P. 9.330 or
    9.331.
               _____________________________


Stacey S. Fisher and Steven Sprechman of Sprechman and Fisher,
P.A., Miami, for Appellant.

Robert Aguilar of Aguilar & Sieron, P.A., Orange Park, for
Appellee.




                                  3
