The Agreement shall be governed laws of Texas, tried in Miami, FL. The contract was signed in LA, Can it be tried in LA?

Question

I signed a contract that states "Controlling Law and Jurisdiction. This Agreement shall be governed by the laws of Texas and the United States, without regard to the conflicts of laws provisions thereof. Unless waived by Company (which it may do in its sole discretion), the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the State and Federal courts located in Miami-Dade County and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action" I signed the agreement while I lived in LA and the other businessman lived in San Diego, and he currently resides in LA.  Hi business is registered in Texas, all of the work is done remotely. Can I sue him in California for breach of contract and sue him for fraud?

Pavel Kolmogorov · Answer

The language in your contract (“The Agreement shall be governed by the laws of Texas,” and “the exclusive jurisdiction and venue of any action … shall be the State and Federal courts located in Miami-Dade County”) typically means that if a dispute arises, it should be heard in Miami-Dade County courts, applying Texas law. Courts often enforce such clauses unless there is a compelling reason not to (e.g., fraud in setting up the clause, or extreme hardship). Even though you and the other party currently reside in California, and you signed the contract in Los Angeles, the forum selection clause may still apply. If you attempt to file in California, the other party might seek to have the case moved or dismissed based on the agreed-upon forum in the contract.

James L. Arrasmith · Answer

The contract you signed includes a clear jurisdiction clause specifying that any legal actions must be brought in the State and Federal courts located in Miami-Dade County, Florida. This means that, generally, you would be required to file your lawsuit there, regardless of where you or the other party are located. Courts typically uphold these clauses as long as they are reasonable and were agreed upon by both parties. 
 
However, there are exceptions to this rule. In cases of fraud, some courts may allow you to file a lawsuit in a different location if you can demonstrate that enforcing the original jurisdiction clause would be unjust or impractical. Additionally, if the other party has significant ties to California, such as residing there or conducting business, you might have grounds to request a change of venue. 
 
It's important to carefully review the specific terms of your contract and consider the details of your situation. Understanding the nuances of jurisdiction and how they apply to breach of contract and fraud claims can be complex. You may find it helpful to seek legal guidance to explore your options and determine the best course of action based on your circumstances.

Q: The Agreement shall be governed laws of Texas, tried in Miami, FL. The contract was signed in LA, Can it be tried in LA?