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Click here for the full text of this decision FACTS:A Texas company, Drug Test USA, entered into an agreement with Buyers Shopping Network, a Florida company, stating that BSN would market a certain product marketed and sold by Drug Test. The agreement included a choice-of-venue provision that stated: “The parties agree that Florida law applies and the jurisdiction and venue for any action regarding this agreement shall lie exclusively in the courts of Broward County, Florida.” Eventually, Drug Test filed a breach-of-contract suit against BSN. The trial court sustained BSN’s special appearance, which was based on the choice-of-venue provision. On appeal, Drug Test argues the choice-of-venue provision violates the conspicuousness requirements of Business & Commerce Code 35.53(b), which sets forth several requirements necessary to a contract that seeks to place venue in another state. The provision also states that if its requirements are not followed, the contract term is voidable by a party against whom it is attempted to be enforced. The section also sets out to what kinds of contracts it applies and states that it does not apply if Business & Commerce Code 1.105 does not also apply. That section states that when “a transaction bears a reasonable relation to this state and also to another state or nation the parties may agree that the law either of this state or of such other state or nation shall govern their rights and duties.” HOLDING:Reversed and remanded. The court explains that 1.105 applies to the parties’ contract by virtue of the plain language of the statute: the contract transaction bears a reasonable relation to both Texas and Florida due to the parties’ respective principal places of business. But the court agrees that a literal reading of that section leads to an absurd result: that 35.53 would never apply to any contract anywhere, at any time, in Texas. The court further explains that, aside from the 1.105 exclusion, 35.53 does not apply to contracts involving goods worth more than $50,000 or not involving a Texas resident or business. Conversely, 1.105 does not apply to certain specified commercial transactions that have their own choice-of-law rules. Nor does it apply to transactions involving a consideration of $1 million or more. BSN contends that the 1.105 exclusion does not conflict with the remainder of 35.53, because 1.105 applies only to a contract which has a reasonable relationship with Texas and with another state. This is not a reasonable construction because it renders 35.53 virtually superfluous, the court finds. The court also rejects BSN’s contention that there is a differentiation based on UCC-governed versus non-UCC-governed contracts. Examining the legislative history of 35.53, the court determines that the 1.105 exclusion was added as part of a broader collection of modifications to the statutory scheme relevant to choice-of-law and choice-of-venue provisions in multi-state contracts. These modifications indicate a legislative intent to maintain the various components of this statutory scheme, including the conspicuousness requirement of 35.53(b). To effectuate this intent, the court believes that the Legislature intended the 1.105 exclusion of 35.53(a)(3) to refer to one of the exclusionary provisions contained within 1.105: subsection (b) or subsection (c). The court concludes that the contract between Drug Test and BSN is not one of the transactions specifically enumerated in 1.105(b). BSN does not dispute that the contract involves goods valued at $50,000 or less, that Drug Test maintains its principle place of business in Texas, or that the choice-of-venue of the contract does not comply with section 35.53(b). OPINION:Reyna, J.; Gray, C.J., Vance and Reyna, JJ. Gray, C.J., dissents.

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