ATP Flight School, LLC and Airline Transport Professionals Corp. of USA, Inc. (collectively "ATP") appeal the trial court's non-final order denying their motion to compel arbitration and dismiss. We review the trial court's decision on the validity of an arbitration agreement de novo. Chapman v. King Motor Co. of S. Fla., 833 So.2d 820, 821 (Fla. 4th DCA 2002).
In December 2008, Bryan Sax enrolled in flight training with ATP Flight School. On December 3, 2008, Mr. Sax executed a "Flight School Agreement" with ATP. The agreement contains, among other things, an arbitration clause, a choice of law provision, and a forum selection clause, which provide as follows:
On December 6, 2008, while training at ATP, Mr. Sax was killed in a mid-air collision between his plane and another flight school's plane. Mr. Sax's wife, Christina Sax, brought a wrongful death action against ATP asserting that ATP's negligence caused the fatal crash.
ATP moved to compel arbitration and dismiss the action based on the Flight School Agreement's arbitration clause. ATP also argued that venue should be transferred to Jacksonville, Florida, pursuant to the agreement's forum selection clause. Mrs. Sax countered that the arbitration clause was unconscionable, and therefore, unenforceable. In her response, she alleged that: (a) the Flight School Agreement was an adhesion contract and significantly one-sided in favor of ATP; (b) Mr. Sax was unable to review the agreement and consider its ramifications since it was executed three days before his death; (c) the bargaining powers of Mr. Sax and ATP were unequal at the time the agreement was signed; (d) the agreement gave ATP full discretion in deciding whether to arbitrate and mandated that arbitration be held in Jacksonville, Florida, where ATP was headquartered; (e) the agreement contained a choice of law provision requiring application of Georgia law against Florida public policy; and (f) the agreement contained an absolute waiver of liability which unfairly prohibited any claims by Mr. Sax's descendants.
At the hearing on the motion, ATP argued that the arbitration clause was valid and enforceable under the Federal Arbitration Act (FAA), 9 U.S.C. §§ 1-16 (2006), and that Mrs. Sax's claims regarding enforceability were to be resolved by arbitration in Jacksonville, Florida. The trial court ultimately denied the motion to compel arbitration, concluding that, based on the totality of the circumstances, the Flight School Agreement was unconscionable. The court expressed that it was troubled by the election of Georgia's substantive law and by the fact that only ATP could compel arbitration under the agreement. The trial court did not rule on the application of the FAA or the forum selection clause.
On appeal, ATP raises a number of issues. We first address whether the FAA governs the parties' agreement to arbitrate. The FAA applies to arbitration agreements in transactions involving interstate commerce. Hialeah Auto., LLC v. Basulto, 22 So.3d 586, 589 (Fla. 3d DCA 2009); see also 9 U.S.C. §§ 1-2; Perry v. Thomas, 482 U.S. 483, 490, 107 S.Ct. 2520, 96 L.Ed.2d 426 (1987) (noting that the FAA provides for "the enforcement of arbitration agreements within the full reach of the Commerce Clause."). "Under the FAA, an arbitration agreement in a transaction involving interstate commerce `shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.'" Basulto, 22 So.3d at 589 (quoting 9 U.S.C. § 2). ATP argues that the FAA applies on the grounds that: (a) Mr. Sax, a resident of Colorado, traveled to Florida to enroll in ATP's flight school; (b) airplanes are instrumentalities of interstate commerce; and (c) flying aircraft is federally regulated. The parties executed an arbitration agreement in a transaction involving interstate commerce. Accordingly, we hold that the FAA is applicable to the parties' arbitration agreement.
We next address whether it is the trial court or the arbitrator who shall decide the validity and enforceability of the arbitration clause where the challenge to enforceability on the grounds of unconscionability is directed to the entire Flight
(emphasis added) (citations omitted); see also Buckeye Check Cashing, Inc. v. Cardegna, 824 So.2d 228, 230-32 (Fla. 4th DCA 2002) (holding that the trial court erred in denying a motion to compel arbitration where the claimants did not specifically challenge an arbitration agreement on the grounds that they did not enter into the agreement or that the terms of the agreement were invalid);
The genesis of these decisions is the United States Supreme Court's decision in Prima Paint Corp. v. Flood & Conklin Manufacturing Co., 388 U.S. 395, 87 S.Ct. 1801, 18 L.Ed.2d 1270 (1967):
Manning, 578 So.2d at 843 (quoting Prima Paint, 388 U.S. at 403-04, 87 S.Ct. 1801); see also Nagrampa v. MailCoups, Inc., 469 F.3d 1257, 1277 (9th Cir.2006) ("[I]f, after examining the crux of the complaint, the district court concludes that the challenge is not to the arbitration provision itself but, rather, to the validity of the entire contract, then the issue of the contract's validity should be considered by an arbitrator in the first instance." (citing Buckeye, 546 U.S. at 444-46, 126 S.Ct. 1204));
As with Nagrampa, the Flight School Agreement in this case contains an arbitration clause that clearly and unmistakably grants the arbitration panel the exclusive authority to decide issues relating to the validity and enforceability of the Flight School Agreement as well as the arbitration clause. Therefore, if Mrs. Sax's claim of unconscionability challenges the entire Flight School Agreement, then the entire case must proceed to arbitration. See Buckeye, 824 So.2d at 230-32; Manning, 578 So.2d at 843-45; Spitz, 502 So.2d at 480; Shearson/Lehman Bros., 497 So.2d at 704. On the other hand, if her claim of unconscionability targets only the arbitration clause, then the claim must be decided by the court. See Buckeye, 824 So.2d at 230-32; Manning, 578 So.2d at 843-45; Spitz, 502 So.2d at 480; Shearson/Lehman Bros., 497 So.2d at 704.
We hold that it is the underlying Flight School Agreement that is under attack. Our conclusion is based on the very grounds asserted to support the claim of unconscionability; to wit: (1) the unequal bargaining power of the parties at the time of execution of the Flight School Agreement; (2) the choice of law provision which was alleged to be contrary to Florida public policy; (3) the one-sided nature of the Flight School Agreement in favor of ATP; and (4) the forum selection clause.
Our decision is also compelled by the recent opinion of the Supreme Court in Rent-A-Center, West, Inc. v. Jackson, ___ U.S. ___, 130 S.Ct. 2772, 177 L.Ed.2d 403
Finally, we address ATP's request to enforce the forum selection clause. ATP sought enforcement of the forum selection clause in conjunction with its request to enforce the agreement to arbitrate. The trial court never reached this issue. Based upon the record before us, as well as our holding in connection with the arbitrability of the issue of the validity and enforceability of the Flight School Agreement, the trial court, on remand, shall consider ATP's request to transfer the proceedings to Jacksonville, Florida, pursuant to the forum selection clause in the Flight School Agreement.
We reverse and remand this case to the trial court for further proceedings consistent with this opinion.
Reversed and Remanded.
WARNER and LEVINE, JJ., concur.