KRASSAN v. REICH FAMILY LIMITED PARTNERSHIP (2026)

Mitchell Krassan and Susan Krassan appeal from a nonfinal order denying their motion to dismiss the Partnership's claims against them based on a mandatory forum selection clause in the Reich Family Limited Partnership Agreement. Because the Partnership's claims are sufficiently connected with the Partnership Agreement to fall within that clause, we reverse the denial of the motion to dismiss as to those claims. We do not reach the parties’ arguments concerning arbitration.

The Partnership is a Nevada limited partnership for which the general partner is a Nevada corporation and the limited partners are three Florida trusts. Mitchell served as the general partner's president and as a co-trustee of the trusts. The Partnership Agreement provides “that the exclusive venue for any action brought in connection with this Agreement shall be in Carson County, Nevada.”

The Partnership's complaint alleges that Mitchell used his authority over the Partnership to engage in self-dealing and make unauthorized transfers and other transactions involving Partnership assets. Counts IV through XIII are asserted by the Partnership against Mitchell, Susan, or both. Count V specifically alleges that Mitchell violated section 11.2 of the Partnership Agreement through loans and advances made on impermissible terms.

Mitchell and Susan moved to dismiss Counts IV through XIV based on improper venue pursuant to the mandatory forum selection clause. The trial court denied the motion, concluding that, other than Count V, the claims raised in the remaining counts existed independently of the Partnership Agreement.

We review de novo an order denying a motion to dismiss based on a forum selection clause. Milstein v. Nicklaus, 412 So. 3d 802, 805 (Fla. 4th DCA 2025). “Even in contracts containing broad forum selection clauses, whether a particular claim is subject to a forum selection clause necessarily depends on the existence of some nexus between the dispute and the contract containing the forum selection clause.” Id. at 807 (citation modified).

The Partnership's claims here satisfy that standard. Count V expressly alleges a violation of the Partnership Agreement. The Partnership's remaining claims against Mitchell and Susan incorporate the same general allegations and concern the same or related transfers, loans, investments, and other transactions involving Partnership assets. Resolution of those claims implicates Mitchell's authority to act through the general partner and the rights and obligations established by the Partnership Agreement. See also Milstein, 412 So. 3d at 807 (“For a tort claim to be considered ‘arising out of or relating to’ an agreement, it must, at a minimum, raise some issue the resolution of which requires reference to or construction of some portion of the contract itself.” (citation modified)).

We have considered and rejected the appellees’ other arguments concerning enforcement of the forum selection clause.

Accordingly, we reverse the order to the extent it denies dismissal of Counts IV through XIII and the Partnership's request for attorney's fees in Count XIV. We remand for dismissal of those claims without prejudice to being brought in the contractually-selected Nevada forum. See Leatherwood v. Cardservice Int'l, Inc., 929 So. 2d 616, 617 (Fla. 4th DCA 2006). Because those claims must be dismissed pursuant to the forum selection clause, we do not reach the parties’ arguments concerning nonbinding arbitration.

Reversed and remanded.

Per Curiam.

Gross, May and Lott, JJ., concur.