forum selection clause in Missouri

2017In considering whether to enforce the forum selection clause, this Court considered whether “the contract was entered into under, circumstances that caused it to be adhesive”—that is, a contract “in which the parties have -unequal standing in terms of bargaining power.” Id.

2017In High Life Sales Co. v. Brown-Forman Corp., 823 S.W.2d 493 (Mo. banc 1992), this Court noted, “Many courts have refused to enforce a forum selection clause on the grounds of unfair-mess if thé contract was entered into under circumstances that cáused it to be adhesive.” Id. at 497 (citations omitted).

2021“The party resisting enforcement of the forum selection clause bears a heavy burden in convincing the court that he or she should not be held to the bargain because it is unfair or unreasonable.” GP&W, 497 S.W.3d at 869 (emphasis added); accord Cygnus, 584 S.W.3d at 330; Major v. McCallister, 302 S.W.3d 227, 229 (Mo. App. S.D. 2009).

2021The Supreme Court of Missouri has held that “whether a forum selection clause that by its terms applies to contract actions also reaches non-contract claims depends on whether resolution of the claims relates to interpretation of the contract.” Reed, 534 S.W.3d at 811 (internal quotation marks omitted) (quoting Major, 302 S.W.3d at 231 ). “[F]orum selection clause reaches tort claims that ‘cannot be adjudicated without analyzing whether the parties were in compliance with the contract.’” Major, 302 S.W.3d at 232 (quoting Manetti–Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 514 (9th Cir.

2024See Burke v. Goodman, 114 S.W.3d 276, 280 (Mo. App. E.D. 2003) (stating that, in determining fairness, Missouri courts consider whether or not the forum selection clause is neutral and reciprocal in nature and whether or not the contract was adhesive).

2021In Burke v. Goodman, this Court wrote that “a forum selection clause may be unreasonable if it results in undue hardship, such as a necessity to travel 8 or transport witnesses such a distance that expenses would render access to the courts impractical.” 114 S.W.3d at 281 (emphasis added) (citing Whelan Sec.

2021See Chase Third Century Leasing Co., Inc. v. Williams, 782 S.W.2d 408, 412 (Mo. App. W.D. 1989) (enforcing a forum selection clause in an unnegotiated form contract).

2000In Chase Third Century Leasing Co., 782 S.W.2d 408 (Mo.App.1989), the court, in enforcing an inbound forum selection clause in a contract between a Missouri business and a Mississippi business, stated that the party resisting the forum selection clause has the burden of persuading the court that it should be released from the effect of the selection clause, and that it is not sufficient to simply assert a “lack of bargaining power.” Id. at 411-12 .

2021For example, in Service Vending Co. v. Wal-Mart Stores, Inc., 93 S.W.3d 764 (Mo. App. S.D. 2002), a case involving the enforcement of a contractual forum selection clause, the Southern District of this Court analyzed and heavily relied upon a Missouri case involving a contractual arbitration provision—Greenwood v. Sherfield, 895 S.W.2d 169 (Mo. App. S.D. 1995)—and specifically stated that the court’s rationale in Greenwood “was apropos in assessing the enforceability of a contract’s forum selection clause.” 93 S.W.3d at 768 .

2021For example, in Service Vending Co. v. Wal-Mart Stores, Inc., 93 S.W.3d 764 (Mo. App. S.D. 2002), a case involving the enforcement of a contractual forum selection clause, the Southern District of this Court analyzed and heavily relied upon a Missouri case involving a contractual arbitration provision—Greenwood v. Sherfield, 895 S.W.2d 169 (Mo. App. S.D. 1995)—and specifically stated that the court’s rationale in Greenwood “was apropos in assessing the enforceability of a contract’s forum selection clause.” 93 S.W.3d at 768 .

2003"We enforce a forum selection clause unless the party seeking to avoid its application sustains a `heavy burden' to *114 show that the clause is unfair or unreasonable." Id.

2003E.D.2000). ‘We enforce a forum selection clause unless the party seeking to avoid its application sustains a ‘heavy burden’ to show that the clause is unfair or unreasonable.” Id.

2021According to Corel, the Western District’s holdings in Seals v. Callis, 848 S.W.2d 5 (Mo. App. W.D. 1992), and Peoples Bank v. Carter, 132 S.W.3d 302 (Mo. App. W.D. 2004), permit a party to unilaterally waive a forum selection clause.

2021In contrast to the forum selection clauses in Seals and Peoples Bank, which provided for venue in the home counties of the plaintiffs, Seals, 848 S.W.2d at 6 (Tennessee); Peoples Bank, 132 S.W.3d at 303, 307 (Kansas), the forum selection clause in Corel’s EULA provides for venue exclusively in California, a neutral forum for both companies.

2016Bouquette v. Suggs, 928 S.W.2d 412, 413 (Mo.App.E.D.1996).

2013A forum-selection clause, on the other hand, “selects the venue in which a cause of action is to be tried.” Id. at 413 .

2021See id. at 683 n.2.

2003Scott v. Tutor Time Child Care Sys., Inc., 33 S.W.3d 679, 682 (Mo.App.

2021According to Corel, the Western District’s holdings in Seals v. Callis, 848 S.W.2d 5 (Mo. App. W.D. 1992), and Peoples Bank v. Carter, 132 S.W.3d 302 (Mo. App. W.D. 2004), permit a party to unilaterally waive a forum selection clause.

2021In contrast to the forum selection clauses in Seals and Peoples Bank, which provided for venue in the home counties of the plaintiffs, Seals, 848 S.W.2d at 6 (Tennessee); Peoples Bank, 132 S.W.3d at 303, 307 (Kansas), the forum selection clause in Corel’s EULA provides for venue exclusively in California, a neutral forum for both companies.

2021See generally Reed, 534 S.W.3d at 809 (applying Missouri law to determine the validity of a forum selection clause even though the contract had a choice of law provision saying that Kansas law governs the agreement). 5 176 S.W.2d at 505 ).

2021The Supreme Court of Missouri has held that “whether a forum selection clause that by its terms applies to contract actions also reaches non-contract claims depends on whether resolution of the claims relates to interpretation of the contract.” Reed, 534 S.W.3d at 811 (internal quotation marks omitted) (quoting Major, 302 S.W.3d at 231 ). “[F]orum selection clause reaches tort claims that ‘cannot be adjudicated without analyzing whether the parties were in compliance with the contract.’” Major, 302 S.W.3d at 232 (quoting Manetti–Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 514 (9th Cir.

2015See, e,g„ See also Unison v. Juhl Energy Devt., Inc., 789 F.3d 816, 820 (8th Cir. 2015) (interpreting supply agreement’s arbitration provision did not nullify the financing agreement’s forum selection clause because “these two clauses .,. are not in conflict”); Bank Julius Baer & Co., Ltd. v. Waxfield Ltd., 424 F.3d 278, 284-85 (2d Cir. 2005) (permissive forum selection clause in subsequent contract could be read as complementáry, rather than contradictory, to the parties’ original agreement to arbitrate); Glen Martin Engineering, Inc. v. Huawei Tech, Jamaica Co., Ltd., 2010 WL 318504 (W.D.Mo.

2015See, e.g., See also Unison v. Juhl Energy Devt., Inc., 789 F.3d 816, 820 (8th Cir. 2015) (interpreting supply agreement’s arbitration provision did not nullify the financing agreement’s forum selection clause because “these two clauses . . . are not in conflict”); Bank Julius Baer & Co., 10 Although not precedential, Applied Energetics, Inc. v. NewOak Capital Markets, LLC, provides useful guidance in determining whether the forum selection clause in the Quotations revoked the previously executed arbitration agreement. 645 F.3d 522 (2d Cir. 2011).

2021The Supreme Court of Missouri has held that “whether a forum selection clause that by its terms applies to contract actions also reaches non-contract claims depends on whether resolution of the claims relates to interpretation of the contract.” Reed, 534 S.W.3d at 811 (internal quotation marks omitted) (quoting Major, 302 S.W.3d at 231 ). “[F]orum selection clause reaches tort claims that ‘cannot be adjudicated without analyzing whether the parties were in compliance with the contract.’” Major, 302 S.W.3d at 232 (quoting Manetti–Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 514 (9th Cir.

2017Reed argues the circuit court erred in dismissing his petition because the forum selection clause did not include precise language requiring his claims for damages based on common law tort theories and his statutory claims for damages based on the Merchandising Practices Act (“MPA”) to be litigated in Johnson County, Kansas, and the forum selection clause expressly applies only to claims seeking to “interpret and enforce” the terms of the agreement, but Reed is not seeking to enforce any of the terms of the agreement. “[WJhether a forum selection clause that by its terms applies to contract ac

2021But see Raydiant Technology, LLC v. Fly-N-Hog Media Group, Inc., 439 S.W.3d 238, 240 (Mo. App. S.D. 2014) (recognizing that when “the case turns on the enforcement of a forum-selection clause, and the contract includes a choice-of-law provision, the law chosen by the parties controls the interpretation of the forum-selection clause” (quoting Hope’s Windows, Inc. v. McClain, 394 S.W.3d 478 , 482 n.3 (Mo. App. W.D. 2013)).

2019“A forum-selection clause is prima facie valid.” Hope’s Windows, Inc. v. McClain, 394 S.W.3d 478, 484 (Mo. App. 2013).

2021“The party resisting enforcement of the forum selection clause bears a heavy burden in convincing the court that he or she should not be held to the bargain because it is unfair or unreasonable.” GP&W, 497 S.W.3d at 869 (emphasis added); accord Cygnus, 584 S.W.3d at 330; Major v. McCallister, 302 S.W.3d 227, 229 (Mo. App. S.D. 2009).

2019“The party resisting enforcement of the forum selection clause bears a heavy burden in convincing the court that he or she should not be held to the bargain because it is unfair or unreasonable.” GP&W Inc., 497 S.W.3d at 869 .

2015Auth., 764 F.3d 210, 214 (2d Cir.2014) (“[A]n agreement to arbitrate is superseded by a later-executed agreement containing a forum selection clause if the clause ‘specifically precludes’' arbitration, but there is no requirement that the forum selection clause mention arbitration[.]”).

2015Auth., 764 F.3d 210, 214 (2d Cir. 2014) (“[A]n agreement to arbitrate is superseded by a later-executed agreement containing a forum selection clause if the clause ‘specifically precludes’ arbitration, but there is no requirement that the forum selection clause mention arbitration[.]”).

2024Club Inter–Insurance Exchange, 899 S.W.2d 925, 928 (Mo. App. E.D.1995). 5 A. Whether the provision in the insurance policies is a forum selection clause As to the first part of the issue, the Trust rests on the argument that the forum selection clause is permissive, and absent mandatory language, the parties are not mandated to litigate their disputes exclusively in England or Wales courts.

2023Chadwick v. Huntoon, 634 S.W.3d 832 , 839 (Mo. App. S.D. 2021) (citing McGuire v. Lindsay, 496 S.W.3d 599, 607 (Mo. App. E.D. 2016)). 11 The forum-selection clause on which Ray relies appears in ¶ 19 of the parties’ Memorandum of Agreement.

2021“Parties to a contract may agree in advance to submit to personal jurisdiction in a given court by means of a forum selection clause.” Jitterswing, Inc. v. Francorp, Inc., 311 S.W.3d 828, 830 (Mo. App. E.D. 2010).6 “A forum selection clause of a contract selects the venue in 6 We acknowledge that the Finance Agreements contain a choice of law provision stating that it is “governed by and construed under the laws of the State of Texas.” However, in Missouri, “forum selection clauses are … procedural, 11 which a cause of action is to be tried.” Burke, 114 S.W.3d at 279 .

2021“However, the existence of a forum selection clause in a contract that requires contractual disputes to be litigated in a specific forum, does not require tort claims between the same parties to be litigated in that forum absent precise language to that effect.” Jitterswing, 311 S.W.3d at 830 (emphasis added).

2021With respect to the enforcement of arbitration clauses, which are treated like forum selection clauses (see supra footnote 5), Missouri courts have similarly recognized as follows: “At the very least, for a tort claim to be subject to arbitration under a broad arbitration clause, it must raise some issue the resolution of which requires reference to or construction of some portion of the parties’ contract.” Riley v. Lucas Lofts Investors, LLC, 412 S.W.3d 285, 291 (Mo. App. E.D. 2013) (quoting Nw.

2021See also Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 593 (1991) (rejecting the idea that a forum selection clause is never enforceable simply because the parties did not negotiate it).

2021See also Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 593 (1991) (rejecting the idea that a forum selection clause is never enforceable simply because the parties did not negotiate it).

2021See generally Reed, 534 S.W.3d at 809 (applying Missouri law to determine the validity of a forum selection clause even though the contract had a choice of law provision saying that Kansas law governs the agreement). 5 176 S.W.2d at 505 ).

2021See generally Reed, 534 S.W.3d at 809 (applying Missouri law to determine the validity of a forum selection clause even though the contract had a choice of law provision saying that Kansas law governs the agreement). 5 176 S.W.2d at 505 ).

2021In reality, “the bulk of contracts signed in this country are [pre-printed,] form contracts” and “any rule automatically invalidating [such] contracts would be ‘completely unworkable.’” Vincent, 194 S.W.3d at 858 (alterations in original) (quoting Swain v. Auto Services, Inc., 128 S.W.3d 103, 107 (Mo. App. E.D. 2003)).

2021Second, “an error [regarding venue] does not warrant reversal on appeal unless the error results in prejudice.” Cygnus, 584 S.W.3d at 332 (quoting Barron v. Abbott Laboratories, Inc., 529 S.W.3d 795, 798 (Mo. banc 2017)).