Overview[]
A choice of forum clause (also called a forum selection clause) is a contractual provision which predetermines the forum for any dispute involving the contract. Usually, the forum will be one that is convenient to one of the parties.
| “ | Forum selection clauses are prima facie valid, and are enforceable absent a strong showing by the party opposing the clause "that enforcement would be unreasonable or unjust, or that the clause [is] invalid for such reasons as fraud or overreaching."[1] | ” |
The bar for establishing the unreasonableness of a forum selection clause is high:
| “ | A forum selection clause is unreasonable if (1) its incorporation into the contract was the result of fraud, undue influence, or overweening bargaining power; (2) the selected forum is so gravely difficult and inconvenient that the complaining party will for all practical purposes be deprived of its day in court; or (3) enforcement of the clause would contravene a strong public policy of the forum in which the suit is brought.[2] | ” |
Sample Clause[]
| “ | In the event of any dispute concerning this Agreement or the products [services] sold [licensed] hereunder, suit may be brought only in a court of competent jurisdiction in the State [Province][Country] of _____________. | ” |
References[]
- ↑ Manetti-Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 514 (9th Cir. 1988) (full-text) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15 (1972)) (modification in original).
- ↑ Argueto v. Banco Mexicano, S.A., 87 F.3d 320, 325 (9th Cir. 1996) (full-text) (internal citations and quotation marks omitted).