Case: 14-11698   Date Filed: 03/16/2015   Page: 1 of 3


                                                        [DO NOT PUBLISH]



              IN THE UNITED STATES COURT OF APPEALS

                       FOR THE ELEVENTH CIRCUIT
                         ________________________

                               No. 14-11698
                           Non-Argument Calendar
                         ________________________

                     D.C. Docket No. 8:11-cv-00617-TGW



JUMPSTART OF SARASOTA LLC,
a Florida Limited Liability Company,
f.k.a. ClinNet Solutions LLC,

                                                Plaintiff - Appellant,

versus

ADP SCREENING AND SELECTION SERVICES, INC.,
a Colorado corporation,

                                                Defendant - Appellee.

                         ________________________

                  Appeal from the United States District Court
                      for the Middle District of Florida
                        ________________________

                               (March 16, 2015)

Before MARCUS, COX, and BLACK, Circuit Judges.

PER CURIAM:
               Case: 14-11698     Date Filed: 03/16/2015    Page: 2 of 3




       ADP Screening and Selection Services, Inc. (“ADP”) purchased most of the

assets of Jumpstart of Sarasota, LLC (“Jumpstart”) in 2004. On February 25,

2011, Jumpstart filed suit against ADP alleging breach of the Asset Purchase

Agreement (“the Agreement”).

       Section 11.3 of the Agreement provided that the Agreement “shall be

governed in all respects by the laws of the State of New York applicable to

contracts made and wholly performed” in New York. (Agreement, Pl.’s Ex. 1, at

44).   Section 11.10 of the Agreement required that any action or proceeding

relating to the Agreement would be filed in Saraso ta County, Florida, or the

Middle District of Florida. (Id. at 46).

       The case was tried non-jury by a magistrate judge by consent of the parties.

Following trial, the magistrate judge concluded that the action was barred by

Florida’s five-year statute of limitations applicable to contract actions and

dismissed the action. Jumpstart appeals.

       Jumpstart presents a single issue on this appeal: whether the five-year

Florida statute of limitations for breach of contract actions is applicable to this case

by reason of New York’s “borrowing statute,” N.Y. C.P.L.R. § 202, or whether the

parties effectively contracted to apply New York’s six-year statute of limitations

for breach of contract actions.



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                Case: 14-11698       Date Filed: 03/16/2015       Page: 3 of 3


       We have carefully considered the briefs of the parties, and the relevant

cases, and we conclude that the magistrate judge properly concluded (1) that in this

diversity case the law of the forum (Florida) provides the choice-of-law rules; (2)

that the choice-of-law provision in Section 11.3 of the Agreement, which applies

New York law as if the contract were “made and wholly performed” in New York,

is enforceable under Florida’s choice-of-law rules; (3) that New York’s

“borrowing statute,” N.Y. C.P.L.R. § 202, applies; (4) that New York’s borrowing

statute adopts the statute of limitations of the place where the action accrued, if it is

shorter than New York’s statute of limitations; (5) that, under New York law, this

action accrued in Florida on March 1, 2005; and (6) that this action is, therefore,

barred by Florida’s five-year statute of limitations. The magistrate judge’s opinion

(with which the parties are familiar) analyzes all of the issues on pages 17 through

24 of its Order. (Doc. 51). We agree with the magistrate judge’s analysis and find

no reversible error.

       AFFIRMED. 1




1
 We raised a jurisdictional issue relating to the Notice of Removal. We find that there is record
evidence to establish diversity jurisdiction under 28 U.S.C. § 1332.
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