forum selection clause in Georgia

2013Iero v. Mohawk Finishing Products, 243 Ga. App. 670, 671 ( 534 SE2d 136 ) (2000). “[P]ublic policy may afford a compelling reason to avoid a forum-selection clause, at least to the extent that proceedings in the selected forum are likely to produce a result that offends a settled public policy of Georgia.” Carson v. Obor Holding Co., 318 Ga. App. 645, 648 ( 734 SE2d 477 ) (2012) (citation and punctuation omitted); Iero, 243 Ga. App. at 671 .

2013Iero v. Mohawk Finishing Products, 243 Ga. App. 670, 671 ( 534 SE2d 136 ) (2000). “[P]ublic policy may afford a compelling reason to avoid a forum-selection clause, at least to the extent that proceedings in the selected forum are likely to produce a result that offends a settled public policy of Georgia.” Carson v. Obor Holding Co., 318 Ga. App. 645, 648 ( 734 SE2d 477 ) (2012) (citation and punctuation omitted); Iero, 243 Ga. App. at 671 .

2005Co., 209 Ga. App. 585 ( 434 SE2d 778 ) (1993); SR Business Svcs. v. Bryant, 267 Ga. App. 591, 592 ( 600 SE2d 610 ) (2004); Iero v. Mohawk Finishing Products, 243 Ga. App. 670, 671 ( 534 SE2d 136 ) (2000); Antec Corp. v. Popcorn Channel, 225 Ga. App. 1, 2 (1) ( 482 SE2d 509 ) (1997)), such clauses are essentially no more than contractual provisions, and as such may be waived. 3 Euler-Siac waived the forum selection clause in this case when it filed the instant action in Georgia.

2005Co., 209 Ga. App. 585 ( 434 SE2d 778 ) (1993); SR Business Svcs. v. Bryant, 267 Ga. App. 591, 592 ( 600 SE2d 610 ) (2004); Iero v. Mohawk Finishing Products, 243 Ga. App. 670, 671 ( 534 SE2d 136 ) (2000); Antec Corp. v. Popcorn Channel, 225 Ga. App. 1, 2 (1) ( 482 SE2d 509 ) (1997)), such clauses are essentially no more than contractual provisions, and as such may be waived. 3 Euler-Siac waived the forum selection clause in this case when it filed the instant action in Georgia.

2022Svcs. v. Bryant, 267 Ga. App. 591, 593 ( 600 SE2d 610 ) (2004) (holding that a forum selection clause in a merger agreement applied to an employment agreement attached as an exhibit to the merger agreement because, in part, “[b]oth agreements were signed on the same day,” related to the same subject matter, and “that, when construed together, they constitute, as a whole, but one contract”) (citation and punctuation omitted)). 8 parties’ dispute centers upon Rayfield’s inquiry under the Compensation Agreement.

2022Svcs. v. Bryant, 267 Ga. App. 591, 593 ( 600 SE2d 610 ) (2004) (holding that a forum selection clause in a merger agreement applied to an employment agreement attached as an exhibit to the merger agreement because, in part, “[b]oth agreements were signed on the same day,” related to the same subject matter, and “that, when construed together, they constitute, as a whole, but one contract”) (citation and punctuation omitted)). 8 parties’ dispute centers upon Rayfield’s inquiry under the Compensation Agreement.

2016Compare Brinson v. Martin, 220 Ga. App. 638, 640 (1) (b) ( 469 SE2d 537 ) (1996) (upholding dismissal of complaint for improper venue where “nothing in the record indicat[ed] that [employer] obtained [employee’s] assent to the forum selection clause [in employment contract] by fraud or overreaching”).

2016Compare Brinson v. Martin, 220 Ga. App. 638, 640 (1) (b) ( 469 SE2d 537 ) (1996) (upholding dismissal of complaint for improper venue where “nothing in the record indicat[ed] that [employer] obtained [employee’s] assent to the forum selection clause [in employment contract] by fraud or overreaching”).

2017Personal jurisdiction in this case, however, is not based on the Long Arm Statute but rather is premised on Ristich’s waiver of personal jurisdiction in his contract with YP In particular, in the forum selection clause in the contract, Ristich specifically consented to personal jurisdiction in the Superior Court of DeKalb County or the United States District Court for the Northern District of Georgia for any disputes arising out of his contract with YP See C & S Capital Corp., supra, 191 Ga. App. at 571-572 ; cf. Apparel Resources Intl. v. Amersig Southeast, 215 Ga. App. 483, 484-485 (1) ( 451

2017Personal jurisdiction in this case, however, is not based on the Long Arm Statute but rather is premised on Ristich’s waiver of personal jurisdiction in his contract with YP In particular, in the forum selection clause in the contract, Ristich specifically consented to personal jurisdiction in the Superior Court of DeKalb County or the United States District Court for the Northern District of Georgia for any disputes arising out of his contract with YP See C & S Capital Corp., supra, 191 Ga. App. at 571-572 ; cf. Apparel Resources Intl. v. Amersig Southeast, 215 Ga. App. 483, 484-485 (1) ( 451

2020In that case, the defendant waived its defense of improper venue based on a forum selection clause in a contract “by failing to file an answer or [a] motion to dismiss and by allowing entry of [a] default judgment.” Id. at 256 (1).

2013Under these circumstances, we conclude that the defendants waived their venue and jurisdiction 6 (Citations omitted.) Euler-Siac S.P.A., 274 Ga. App. at 254-255 (1). 7 defenses based on the forum selection clause by failing to raise them at the earliest opportunity.7 For the foregoing reasons, we reverse the trial court’s dismissal of this case.

2016CS-Lakeview at Gwinnett v. Simon Property Group, 283 Ga. 426, 428 ( 659 SE2d 359 ) (2008) (citations and punctuation omitted); see also SR Business Svcs. v. Bryant, 267 Ga. App. 591, 592 ( 600 SE2d 610 ) (2004) (party seeking to invalidate a forum selection clause “bears the burden of proving that enforcement of the forum selection clause would be unreasonable under the circumstances”) (citation omitted).

2016CS-Lakeview at Gwinnett v. Simon Property Group, 283 Ga. 426, 428 ( 659 SE2d 359 ) (2008) (citations and punctuation omitted); see also SR Business Svcs. v. Bryant, 267 Ga. App. 591, 592 ( 600 SE2d 610 ) (2004) (party seeking to invalidate a forum selection clause “bears the burden of proving that enforcement of the forum selection clause would be unreasonable under the circumstances”) (citation omitted).

2016Instead of Georgia law, however, JAAAT counters that federal law should govern the enforceability of the forum selection clause given that the contract work was performed on a federal enclave and that, therefore, we need not examine whether the clause contravenes Georgia public policy But our reading of federal law suggests that the question of the enforceability of a forum selection clause under federal law would also require us to examine Georgia public policy. 5 Thus, pretermitting whether federal law should be applied (including the possible application of the federal enclave doctrine), we

2013Iero v. Mohawk Finishing Products, 243 Ga. App. 670, 671 ( 534 SE2d 136 ) (2000). “[P]ublic policy may afford a compelling reason to avoid a forum-selection clause, at least to the extent that proceedings in the selected forum are likely to produce a result that offends a settled public policy of Georgia.” Carson v. Obor Holding Co., 318 Ga. App. 645, 648 ( 734 SE2d 477 ) (2012) (citation and punctuation omitted); Iero, 243 Ga. App. at 671 .

2012The trial court held that because this forum-selection clause was inapplicable—a decision which was erroneous for the reasons set forth in Division 1, supra—Laibe failed to carry its burden of proof.19 Additionally, citing to the Supreme Court of the United States’s decision in Carnival Cruise Lines, Inc. v. Shute,20 the trial court held in a footnote that because the language in the paragraph containing the forum- selection clause “cannot be fairly interpreted to extend the rights therein to both 18 Bennett Motor Express, 308 Ga. App. at 69 (punctuation omitted); accord Int’l Greetings USA, 3

2012The trial court held that because this forum-selection clause was inapplicable—a decision which was erroneous for the reasons set forth in Division 1, supra—Laibe failed to carry its burden of proof.19 Additionally, citing to the Supreme Court of the United States’s decision in Carnival Cruise Lines, Inc. v. Shute,20 the trial court held in a footnote that because the language in the paragraph containing the forum- selection clause “cannot be fairly interpreted to extend the rights therein to both 18 Bennett Motor Express, 308 Ga. App. at 69 (punctuation omitted); accord Int’l Greetings USA, 3

2008In OFC Capital v. Colonial Distrib., 285 Ga. App. 815 ( 648 SE2d 140 ) (2007), this court reversed the trial court’s dismissal of OFC’s complaint holding that the forum selection clause, identical to the clause at issue here, was enforceable because it put the defendant on notice that an assignment may occur “and that suit would then be brought where the assignee’s . . . principal place of business was located.” Id. at 817 .

2008In OFC Capital v. Colonial Distrib., 285 Ga. App. 815 ( 648 SE2d 140 ) (2007), this court reversed the trial court’s dismissal of OFC’s complaint holding that the forum selection clause, identical to the clause at issue here, was enforceable because it put the defendant on notice that an assignment may occur “and that suit would then be brought where the assignee’s . . . principal place of business was located.” Id. at 817 .

2025See Houseboat Store v. Chris-Craft Corp., 302 Ga. App. 795, 797-798 (1) (b) ( 692 SE2d 61 ) (2010) (enforcing forum-selection clause in contract where opposing party had not shown enforcement would be unreasonable).

2025See Houseboat Store v. Chris-Craft Corp., 302 Ga. App. 795, 797-798 (1) (b) ( 692 SE2d 61 ) (2010) (enforcing forum-selection clause in contract where opposing party had not shown enforcement would be unreasonable).

2014General Pump 1, supra, 317 Ga. App. at 831-834 (2).

2014See General Pump 1, supra, 317 Ga. App. at 828 .

2012Greetings USA v. Cammack, 306 Ga. App. 786, 789 ( 703 SE2d 386 ) (2010). 12 Supra. 13 Supra. 14 Gulf Oil Corp. v. Gilbert, 330 U. S. 501, 508 (II) (67 SC 839, 91 LE2d 1055) (1957); Agyenkwa v. American Motors Corp., 622 F. Supp. 242, 244 (E.D.N.Y. 1985); Grimandi v. Beech Aircraft Corp., 512 F.Supp. 764, 777 (IV) (D.C.

2012The trial court held that because this forum-selection clause was inapplicable—a decision which was erroneous for the reasons set forth in Division 1, supra—Laibe failed to carry its burden of proof.19 Additionally, citing to the Supreme Court of the United States’s decision in Carnival Cruise Lines, Inc. v. Shute,20 the trial court held in a footnote that because the language in the paragraph containing the forum- selection clause “cannot be fairly interpreted to extend the rights therein to both 18 Bennett Motor Express, 308 Ga. App. at 69 (punctuation omitted); accord Int’l Greetings USA, 3

2012Servs., Inc., 271 Ga. App. 159, 160-61 (1), (2) ( 609 SE2d 116 ) (2004) (concluding that there was no evidence of overweening bargaining power when there was “little evidence setting forth what transpired during the bargaining process,” no evidence that party opposing clause was misled as to terms of agreement, and no showing was made that foreign forum would be inconvenient so as to deprive of day in court); Antec Corp. v. Popcorn Channel, L.P., 225 Ga. App. 1, 2 (1) ( 482 SE2d 509 ) (1997) (affirming dismissal based on forum selection clause when the appellant made “no claims that its agreem

2007See Carter’s Royal, 271 Ga. App. at 161 (merits of contract dispute are irrelevant to the initial inquiry of whether the forum selection clause is enforceable).

2011Walker v. Amerireach.com, 306 Ga. App. 658, 660 (1) ( 703 SE2d 100 ) (2010) (reversing dismissal of complaint where plaintiffs claims were based on a statutory violation and thus the contractual defense of a forum-selection clause did not apply) (cert. granted, Amerireach.com v. Walker (Case No. S11G0417, March 7, 2011)); Moon v. CSA — Credit Solutions of America, 304 Ga. App. 555 ( 696 SE2d 486 ) (2010) (physical precedent only).

2011Walker v. Amerireach.com, 306 Ga. App. 658, 660 (1) ( 703 SE2d 100 ) (2010) (reversing dismissal of complaint where plaintiffs claims were based on a statutory violation and thus the contractual defense of a forum-selection clause did not apply) (cert. granted, Amerireach.com v. Walker (Case No. S11G0417, March 7, 2011)); Moon v. CSA — Credit Solutions of America, 304 Ga. App. 555 ( 696 SE2d 486 ) (2010) (physical precedent only).

2023Co., 209 Ga. App. 585, 589-590 (3) (b) ( 434 SE2d 778 ) (1993), which involved an interstate dispute and a clause establishing venue in Virginia, when we adopted it from the Supreme Court’s decision in The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 ( 92 SCt 1907 , 32 LE2d 513) (1972), which involved an international dispute and a forum selection clause for venue in a London court.

2023Co., 209 Ga. App. 585, 589-590 (3) (b) ( 434 SE2d 778 ) (1993), which involved an interstate dispute and a clause establishing venue in Virginia, when we adopted it from the Supreme Court’s decision in The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 ( 92 SCt 1907 , 32 LE2d 513) (1972), which involved an international dispute and a forum selection clause for venue in a London court.

2025Accordingly, pretermitting whether the trial court based its ruling only on a minimum contacts analysis as Chironsoft alleges, Chironsoft contractually consented to personal jurisdiction in the Superior Court of Gwinnett County.13 See Hammack v. Hammack, 13 Given that Chironsoft is in the position of having admitted each and every material allegation of Plaintiffs’ complaint, there is no merit in its claim that the trial court could not consider the forum-selection clause because “[t]here is no verification of the [c]omplaint.” Cf. U. S. Foodservice v. Gourmet Services, 332 Ga. App. 379, 380-3

2025Accordingly, pretermitting whether the trial court based its ruling only on a minimum contacts analysis as Chironsoft alleges, Chironsoft contractually consented to personal jurisdiction in the Superior Court of Gwinnett County.13 See Hammack v. Hammack, 13 Given that Chironsoft is in the position of having admitted each and every material allegation of Plaintiffs’ complaint, there is no merit in its claim that the trial court could not consider the forum-selection clause because “[t]here is no verification of the [c]omplaint.” Cf. U. S. Foodservice v. Gourmet Services, 332 Ga. App. 379, 380-3

2025Affairs, 245 Ga. App. 256, 257-258 (1) (b) ( 537 SE2d 99 ) (2000) (allegations in complaint that the parties had an agreement and that the defendant refused to pay pursuant to the agreement were sufficient to state a cause of action for breach of contract and were deemed admitted by the defendant’s default). 14 Given that the forum-selection clause in this case is enforceable, we need not address Chironsoft’s claim that “there are no minimum contacts sufficient to satisfy due process and assert personal jurisdiction.” See, e.g., OFC Capital, 285 Ga. App. at 816, 819 (reversing grant of motion

2025Affairs, 245 Ga. App. 256, 257-258 (1) (b) ( 537 SE2d 99 ) (2000) (allegations in complaint that the parties had an agreement and that the defendant refused to pay pursuant to the agreement were sufficient to state a cause of action for breach of contract and were deemed admitted by the defendant’s default). 14 Given that the forum-selection clause in this case is enforceable, we need not address Chironsoft’s claim that “there are no minimum contacts sufficient to satisfy due process and assert personal jurisdiction.” See, e.g., OFC Capital, 285 Ga. App. at 816, 819 (reversing grant of motion

2025Affairs, 245 Ga. App. 256, 257-258 (1) (b) ( 537 SE2d 99 ) (2000) (allegations in complaint that the parties had an agreement and that the defendant refused to pay pursuant to the agreement were sufficient to state a cause of action for breach of contract and were deemed admitted by the defendant’s default). 14 Given that the forum-selection clause in this case is enforceable, we need not address Chironsoft’s claim that “there are no minimum contacts sufficient to satisfy due process and assert personal jurisdiction.” See, e.g., OFC Capital, 285 Ga. App. at 816, 819 (reversing grant of motion

2025Accordingly, pretermitting whether the trial court based its ruling only on a minimum contacts analysis as Chironsoft alleges, Chironsoft contractually consented to personal jurisdiction in the Superior Court of Gwinnett County.13 See Hammack v. Hammack, 13 Given that Chironsoft is in the position of having admitted each and every material allegation of Plaintiffs’ complaint, there is no merit in its claim that the trial court could not consider the forum-selection clause because “[t]here is no verification of the [c]omplaint.” Cf. U. S. Foodservice v. Gourmet Services, 332 Ga. App. 379, 380-3

2025Accordingly, pretermitting whether the trial court based its ruling only on a minimum contacts analysis as Chironsoft alleges, Chironsoft contractually consented to personal jurisdiction in the Superior Court of Gwinnett County.13 See Hammack v. Hammack, 13 Given that Chironsoft is in the position of having admitted each and every material allegation of Plaintiffs’ complaint, there is no merit in its claim that the trial court could not consider the forum-selection clause because “[t]here is no verification of the [c]omplaint.” Cf. U. S. Foodservice v. Gourmet Services, 332 Ga. App. 379, 380-3

2022See, e.g., Cemex, 334 Ga. App. at 416 (1).

2020Equity Trust Co. v. Jones, 339 Ga. App. 11, 12-13 ( 792 SE2d 458 ) (2016) (citations and punctuation omitted; emphasis in original).

2020Equity Trust Co. v. Jones, 339 Ga. App. 11, 12-13 ( 792 SE2d 458 ) (2016) (citations and punctuation omitted; emphasis in original).

2016Marra v. Papandreou, 216 F3d 1119, 1123 (II) (A) (D.C.

2016Thus, “[i]n order for a forum selection clause to be invalidated on the basis of . . . fraud or overreaching, a plaintiff must specifically allege that the clause was included in the contract at issue because of [such] fraud [or overreaching].” Rucker, supra at 1236 (IV) (citation omitted).

2016“Where it is apparent that a trial court’s judgment rests on an erroneous legal theory, an appellate court cannot affirm[, and instead may] vacate the trial court’s order . . . and remand the case for [further] proceedings^]” Nelson v. Powell, 293 Ga. App. 227, 228 ( 666 SE2d 598 ) (2008) (citations and punctuation omitted).

2016“Where it is apparent that a trial court’s judgment rests on an erroneous legal theory, an appellate court cannot affirm[, and instead may] vacate the trial court’s order . . . and remand the case for [further] proceedings^]” Nelson v. Powell, 293 Ga. App. 227, 228 ( 666 SE2d 598 ) (2008) (citations and punctuation omitted).

2016Lapolla Indus. v. Hess, 325 Ga. App. 256, 265 (3) ( 750 SE2d 467 ) (2013) (citation omitted).

2016Lapolla Indus. v. Hess, 325 Ga. App. 256, 265 (3) ( 750 SE2d 467 ) (2013) (citation omitted).

2016Pa. 2016) and Jackson v. Payday Financial, LLC, 764 F3d 765, 782 (7th Cir. 2014) (rejecting the argument that the forum selection clause in these loans, attempting to stipulate that the loans are subject to the exclusive laws and jurisdiction of the CRST, is unenforceable).