A federal court in Florida recently declined to apply a choice-of-law provision in a dealership agreement between the parties on public policy grounds. MI-BOX of North Florida, LLC v. MI-BOX Florida, LLC, 2026 WL 821207 (D.N.H. Mar. 25, 2026).
In 2021, MI-BOX of North Florida(MBNF) and MI-BOX Florida (MI-BOX), a purveyor of mobile storage solution franchises and dealerships, entered into a dealership agreement, pursuant to which MBNF agreed to acquire a MI-BOX dealership in Florida. The agreement contained a New Hampshire choice of law provision. Later, MBNF sued MI-BOX alleging violation of Florida’s Deceptive and Unfair Trade Practices Act (FDUTPA), fraudulent inducement, and rescission, among other claims. MBNF moved for summary judgment on those claims, and MI-BOX moved to re-open discovery. Both motions were denied.
First, the court engaged in a choice-of-law analysis. The court opted to apply Florida law even though the contract’s choice-of-law provision designated New Hampshire law. The court held that applying New Hampshire law would run afoul of Florida’s public policy of protecting consumers who purchase franchise opportunities in the state because New Hampshire lacks similar laws. Additionally, the court held that the parties’ choice-of-law provision narrowly governed only the interpretation of their agreement, not the agreement’s original formation—thus favoring the application of Florida law to the pre-sale claims.
With regard to MBNF’s FDUTPA claim, the court found ample evidence of an unfair or deceptive trade practice because even though MI-BOX claimed to sell a dealership, it was selling franchises and did not provide an FDD to MBNF as required by the FTC. The court nevertheless held that MBNF failed to establish detrimental reliance/causation and damages, two essential elements of a FDUTPA claim. The court likewise denied MBNF summary judgment on its fraudulent inducement claim because MBNF failed to provide evidence suggesting that financial performance projections that MI-BOX provided to MBNF were materially false—an essential element. Accordingly, the court denied summary judgment as to the FDUTPA and fraudulent inducement claims. The court also dismissed MBNF’s claim for rescission because it is a remedy under Florida law, not a standalone claim. However, the court held that should MBNF prevail on its fraudulent inducement claim, rescission is an available remedy because it was adequately prayed for in the complaint.