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contract law

"Comma Mischief from the Florida District Court of Appeal"

Eugene Volokh | 8.18.2026 8:01 AM

Thanks to Wikipedia for the koala photo.

Blog readers know that I'm interested in legal language, and that includes punctuation (see, e.g., "Punctuation Matters. At the Heart of This Case Is the Placement of a Comma" and "A, B or C" vs. "A, B, or C"—the serial comma and the law). There was an interesting Florida case on punctuation and the law a few weeks ago, and I thought I'd pass along an item about it from Ken Adams, author of A Manual of Style for Contract Drafting (5th ed. 2023), published by the American Bar Association:

Comma Mischief from the Florida District Court of Appeal

A pervasive problem of our judicial system is poor textual interpretation. A recent example is the decision of the Florida District Court of Appeal in Treasure Coast Classical Academy, Inc. v. Optima Foundation, Inc., No. 4D2025-1577, 2026 WL 2104076 (Fla. Dist. Ct. App. July 22, 2026).

The Opinion

Optima provided services to Treasure Coast Classical Academy, Inc. The academy sued Optima in the Nineteenth Judicial Circuit Court, Martin County, Florida. Optima moved to dismiss the complaint for improper venue, arguing that all causes of action had to be brought exclusively in Collier County, Florida.

Here's the sentence at issue:

State Governing Law/Venue/Waiver of Jury Trial. The rights of all parties hereto shall be subject to the jurisdiction of and be construed according to the laws of the State of Florida, with venue in Collier County, Florida.

The academy argued that the venue provision was permissive rather than mandatory, and that the action should remain in Martin County.

The trial court granted Optima's motion and dismissed the complaint without prejudice, finding "that the Parties' written agreement is clear, unambiguous, and contains an exclusive venue provision that requires all disputes be filed in Collier County, Florida."

The academy appealed. The appellate court held that "a comma is the decisive factor in construing the clear and unambiguous language of the parties' agreement." It reversed and remanded for further proceedings.

In so deciding, the appellate court cited another Florida District Court of Appeal........

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