                                                        [DO NOT PUBLISH]



            IN THE UNITED STATES COURT OF APPEALS
                                                     FILED
                   FOR THE ELEVENTH CIRCUIT U.S. COURT OF APPEALS
                                              ELEVENTH CIRCUIT
                     ________________________     JUNE 24, 2009
                                               THOMAS K. KAHN
                                                    CLERK
                            No. 08-14599
                        Non-Argument Calendar
                      ________________________


              D. C. Docket No. 07-00364-CV-3-MCR-EMT


EMERALD GRANDE, INC.,
a Florida corporation,

                                                              Plaintiff-Appellee,

                                 versus

CLATUS JUNKIN,

                                                        Defendant-Appellant.


                      ________________________

               Appeal from the United States District Court
                   for the Northern District of Florida
                     _________________________

                             (June 24, 2009)

Before EDMONDSON, CARNES and WILSON, Circuit Judges.
PER CURIAM:

       Defendant-Appellant Clatus Junkin appeals an order of the district court

granting the motion of Plaintiff-Appellant Emerald Grande, Inc. (“Emerald”) to

remand to state court based upon enforcement of a forum-selection clause. No

reversible error has been shown;1 we affirm.

       Emerald, a condominium developer, entered into three contracts with

Junkin. Two of the three contracts were for the purchase and sale of condominium

units (the “Condominium Contracts”); one of the Condominium Contracts was

only for a fractional ownership interest and, according to Junkin, was governed by

the Florida Vacation Plan and Timesharing Act, Fla. Stat. Ann. § 721.01 et seq.

(“Timeshare Act”). The third contract was for furnishings for one of the

Condominium Contract units (the “Furnishing Contract”). Junkin canceled all

three contracts before closing;2 Emerald sued Junkin on the three contracts in the

Circuit Court of the First Judicial Circuit, in and for Okaloosa County, Florida.

Junkin then removed the lawsuit to the federal district court for the northern district


       1
        The order of remand was not based on a lack of federal jurisdiction or defective removal
procedure; appellate review of a remand order enforcing a forum-selection clause is not barred
by 28 U.S.C. § 1447(d). See Global Satellite Communication Co. v. Starmill U.K. Ltd., 378 F.3d
1269, 1271 (11th Cir. 2004).
       2
         Junkin maintains that the Timeshare Act allowed him to cancel the purchase of the
fractional interest in a condominium unit; and Junkin maintains further that the cancellation of
the fractional interest contract canceled the other two contracts. Before us is the remand order;
we do not consider the underlying contract claims.

                                                 2
of Florida.

      The Condominium Contracts contain two separate clauses that address

forum selection. Article IX, Section Y, contained in each of the Condominium

Contracts, provides:

              [T]o the extent not prohibited by Article VIII, the Circuit
              and County Courts of the 1st Judicial Circuit, in and for
              Okaloosa County, Florida (“Okaloosa Courts”) will be
              the venue for any dispute, proceeding, suit or legal action
              concerning the interpretation, construction, validity,
              enforcement, performance of, or related in any way to,
              this Contract or any other agreement or instrument
              executed in connection with this Contract. In the event
              any such suit or legal action is commenced by any party
              and is not otherwise prohibited by Article VIII, the other
              parties agree, consent and submit to the personal
              jurisdiction of the Okaloosa Courts with respect to such
              suit or legal action. In such event, each party waives any
              and all rights under applicable law or in equity to object
              to jurisdiction or venue of the Okaloosa Courts.

Article VIII of each of the Condominium Contracts, entitled

“Arbitration,” provides:

              Any post-closing disputes between Purchaser and Seller
              relating to the purchase of the Unit, including the
              marketing, sale, design, construction, condition or
              conveyance of the Unit, shall be resolved exclusively
              through binding arbitration.

              ...

              Nevertheless, in the event for any reason any litigation is
              filed other than to enforce the decision of the arbitration

                                           3
             proceeding, the parties accept the jurisdiction of the
             State, Federal and local courts located in Okaloosa
             County, Florida as having exclusive jurisdiction over
             controversies arising from or relating to this Agreement
             and agree that Florida has sufficient contacts with the
             subject matter of this Agreement and agree that any
             litigation arising out of this Agreement will take place
             only in such courts, and both parties hereto consent to the
             personal jurisdiction of such courts and do hereby waive
             any objection to such courts based on the forum not
             being convenient or otherwise.

The Furnishings Contract contains language very similar to that in Article VIII of

the Condominium Contracts; it includes no clause comparable to that of Article IX.

      The district court determined that remand was due to be granted: Article VIII

pertains solely to arbitration of post-closing disputes; and Article IX is a

mandatory forum selection clause. Because the claims at issue in the lawsuit were

not post-closing and were not subject to binding arbitration, the district court

concluded Article VIII had no application and permitted no removal, especially in

the light of the language in Article IX. We agree.

      The enforcability of a forum-selection clause in a diversity jurisdiction case

is governed by federal law; see P&S Business Machines, Inc. v. Canon USA, Inc.,

331 F.3d 804, 807 (11th Cir. 2003); and ordinary principles of contract

interpretation apply. See Global Satellite Communication Co. v. Starmill U.K.

Ltd., 378 F.3d 1269, 1271 (11th Cir. 2004). A forum-selection clause may validly



                                           4
and effectively waive the right to remove. See id. at 1272. When a contract

contains a valid forum selection clause -- here, neither party argues invalidity --

courts typically classify the clause as permissive or mandatory. See Florida Polk

County v. Prison Health Services, Inc., 170 F.3d 1081, 1083 n.8 (11 th Cir. 1999).

“A permissive clause authorizes jurisdiction in a designated forum but does not

prohibit litigation elsewhere. A mandatory clause, in contrast, dictates an

exclusive forum for litigation under the contract.” Global Satellite, 378 F.3d at

1272 (internal quotation and citation omitted).

      At issue is whether Article VIII applies to this suit and, if it applies, whether,

in the light of Article IX, it allows Junkin to remove from the Okaloosa County

state court where suit was filed to the federal district court serving Okaloosa

County. Junkin’s reliance on the language in Article VIII that provides for the

exclusive jurisdiction of the state, federal and local courts in Okaloosa County over

controversies arising from or relating to the Purchase Contracts is wrenched out of

context: the context makes clear that the jurisdiction provisions of Article VIII

relate to post-closing arbitrable disputes. Reading the Purchase Contracts in their

entirety, we agree with the district court that Article VIII has no application: its

application is limited to post-closing disputes and it mandates binding arbitration

of those disputes.



                                            5
       But even if we were to accept Junkin’s argument that Article VIII has

application to a pre-closing non-arbitrable dispute, we again agree with the district

court that Article IX is a mandatory forum selection clause. Unless prohibited by

Article VIII -- which this suit is not -- Article IX mandates that the “Okaloosa

Courts” “will be the venue for any dispute, proceeding, suit or legal action

concerning the interpretation, construction, validity, enforcement, performance of,

or related in any way to this Contract or any other agreement or instrument

executed in connection with this Contract.” And Article IX provides further that

“each party waives any and all rights ... to object to jurisdiction or venue of the

Okaloosa Courts.” In contrast, the language in Article VIII is permissive: it

mandates no specific forum. Article VIII is a general consent to personal

jurisdiction.3

       Junkin makes much of the absence of a clause equivalent to Article IX in the

Furnishings Contract. Because the Furnishings Contract does have a forum

selection clause that tracks Article VIII, and because Emerald was also seeking

specific performance of that agreement, Junkin argues that removal must be proper

for claims arising under the Furnishing Contract. But the Purchase Contracts and

Furnishing Contract were executed together and should be read together. See


       3
        And, as also noted by the district court, the forum mandated in Article IX is included
within the courts listed in Article VIII.

                                                6
Hopfenspirger v. West, 949 So.2d 1050, 1053 (Fla.Dist.Ct.App. 2006). And

Article IX of the Condominium Contracts selects the Okaloosa Courts as the venue

for disputes related to the Condominium Contracts or “any other agreement or

instrument executed in connection” with the Condominium Contracts.

      Remand of all claims relating to the Condominium Contracts and the

Furnishings Contract is due to be affirmed.

      AFFIRMED.




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