forum selection clause in Oklahoma

2018National Diversified Business Services, Inc. , 1997 OK 36 ¶ 11, 946 P.2d at 666-67. ¶23 The facts in National Diversified Business Services, Inc. , are that National, an Oklahoma Company, and CFO, a Texas company, had a contract with a forum selection clause calling for lawsuits to be filed in Texas.

2018National Diversified Business Services, Inc. , 1997 OK 36 ¶ 11, 946 P.2d at 666-67. ¶23 The facts in National Diversified Business Services, Inc. , are that National, an Oklahoma Company, and CFO, a Texas company, had a contract with a forum selection clause calling for lawsuits to be filed in Texas.

2020Ct. for the Western Dist. of Texas , ___ U.S. ___ , 134 S. Ct. 568, 582 (2013)). ¶16 Penn Grand's appellate challenge to the district court's enforcement of the forum selection clause raises nine issues for review.

2014Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas, — U.S. —, 134 S.Ct. 568, 579, 580 , 187 L.Ed.2d 487 (2013) ("[28 U.S.C.] Section 1404(a) therefore provides a mechanism for enforcement of forum-selection clauses that point to a particular federal district." and "the appropriate way to enforce a forum-selection clause pointing to a state or foreign forum is through the doctrine of forum non conveniens"). 12 .

2014Corp. v. 1111 Prospect Partners, L.P. , 105 F.3d 578, 582 (10th Cir.1997) ("Our interpretation of the myriad cases involving the issue leads us to the conclusion that term [forum selection clause] should be applied only to agreements which clearly confine litigation to specific tribunals to the exclusion of all others.") (explanatory phrase added). 9 K & V Scientific Co., Inc. v. Bayerische Motoren Werke Aktiengesellschaft , 314 F.3d 494, 497 (10th Cir.2002), ("A motion to dismiss based on a forum selection clause frequently is analyzed as a motion to dismiss for improper venue under Fed.R.Civ

2014K & V Scientific Co., Inc. v. Bayerische Motoren Werke Aktiengesellschaft, 314 F.3d 494, 497 (10th Cir.2002), ("A motion to dismiss based on a forum selection clause frequently is analyzed as a motion to dismiss for improper venue under Fed.

2014See also former Supreme Court Rule 27, 12 O.S.1981 Ch. 15, App. 1, ("No opinion [of the Court of Appeals] so published shall have precedential effect but may be considered persuasive."). 6 Coulter v. First American Resources, L.L.C. , 2009 OK 53, ¶ 1, 214 P.3d 807, 808 (trial court committed error when it declined to enforce parties' contractual choice of arbitration venue); National Diversified Business Services, Inc. v. Corporate Financial Opportunities, Inc. , 1997 OK 36, 946 P.2d 662, 667-668 (in the absence of an appeal from a dismissal for improper venue based upon a forum-selection clau

2014See also former Supreme Court Rule 27, 12 O.S.1981 Ch. 15, App. 1, ("No opinion [of the Court of Appeals] so published shall have precedential effect but may be considered persuasive."). 6 Coulter v. First American Resources, L.L.C. , 2009 OK 53, ¶ 1, 214 P.3d 807, 808 (trial court committed error when it declined to enforce parties' contractual choice of arbitration venue); National Diversified Business Services, Inc. v. Corporate Financial Opportunities, Inc. , 1997 OK 36, 946 P.2d 662, 667-668 (in the absence of an appeal from a dismissal for improper venue based upon a forum-selection clau

2014The Supreme Court recently resolved this uncertainty in Atlantic Marine . . . [where] the Court held that generally 'the appropriate way to enforce a forum-selection clause pointing to a state or foreign forum is through the doctrine of forum non conveniens,' rather than Rule 12(b).") (material omitted and quoting Trade Comet.com LLC v. Google, Inc. , 647 F.3d 472, 475 (2d Cir. 2011) and citing Atlantic Marine , 134 S.Ct. at 580.

2014The Supreme Court recently resolved this uncertainty in Atlantic Marine ... [where] the Court held that generally 'the appropriate way to enforce a forum-selection clause pointing to a state or foreign forum is through the doctrine of forum non conveniens,' rather than Rule 12(b).") (material omitted and quoting TradeComet.com LLC v. Google, Inc., 647 F.3d 472, 475 (2d Cir.2011) and citing Atlantic Marine, 134 S.Ct. at 580 ).

2014Corp. v. 1111 Prospect Partners, L.P. , 105 F.3d 578, 582 (10th Cir.1997) ("Our interpretation of the myriad cases involving the issue leads us to the conclusion that term [forum selection clause] should be applied only to agreements which clearly confine litigation to specific tribunals to the exclusion of all others.") (explanatory phrase added). 9 K & V Scientific Co., Inc. v. Bayerische Motoren Werke Aktiengesellschaft , 314 F.3d 494, 497 (10th Cir.2002), ("A motion to dismiss based on a forum selection clause frequently is analyzed as a motion to dismiss for improper venue under Fed.R.Civ

2014Corp. v. 1111 Prospect Partners, L.P. , 105 F.3d 578, 582 (10th Cir.1997) ("Our interpretation of the myriad cases involving the issue leads us to the conclusion that term [forum selection clause] should be applied only to agreements which clearly confine litigation to specific tribunals to the exclusion of all others.") (explanatory phrase added). 9 K & V Scientific Co., Inc. v. Bayerische Motoren Werke Aktiengesellschaft , 314 F.3d 494, 497 (10th Cir.2002), ("A motion to dismiss based on a forum selection clause frequently is analyzed as a motion to dismiss for improper venue under Fed.R.Civ

2014Philips v. Audio Active Ltd. , 494 F.3d 378, 383 (2d Cir. 2007) (classifying a forum-selection clause as mandatory or permissive is one step in deciding whether the parties are required to bring a dispute to the designated forum or simply permitted to do so). 8 Some courts have recognized a distinction between a forum-selection clause and a mere venue-selection clause.

2014Cf. Phillips v. Audio Active Ltd., 494 F.3d 378, 383 (2d Cir.2007) (classifying a forum-selection clause as mandatory or permissive is one step in deciding whether the parties are required to bring a dispute to the designated forum or simply permitted to do so). 8 .

2014In Scherk v. Alberto-Culver Co., 417 U.S. 506, n. 14, 519 , 94 S.Ct. 2449 , 41 L.Ed.2d 270 (1974), the Court distinguished between fraud relating to a contract as a whole and fraud relating to a forum-selection clause: "... a forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion." 60 .

2014In Scherk v. Alberto-Culver Co., 417 U.S. 506, n. 14, 519 , 94 S.Ct. 2449 , 41 L.Ed.2d 270 (1974), the Court distinguished between fraud relating to a contract as a whole and fraud relating to a forum-selection clause: "... a forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion." 60 .

2014Under the purview of this separability doctrine, a forum selection clause is deemed to be separate from, and independent of, the contract containing it.") 41 Greater Oklahoma City Amusements, Inc. v. Moyer , 1970 OK 213, 477 P.2d 73, 75 (quoting a legal encyclopedia). 42 Greater Oklahoma City Amusements, Inc. v. Moyer , 1970 OK 213, 477 P.2d at 75-76. 43 In Preston v. Ferrer , 552 U.S. 346, 349, 128 S.Ct. 978, 169 L.Ed.2d 917 (2008), the Court stated that "when parties agree to arbitrate all disputes arising under their contract, questions concerning the validity of the entire contract are to

2014Under the purview of this separability doctrine, a forum selection clause is deemed to be separate from, and independent of, the contract containing it.") 41 Greater Oklahoma City Amusements, Inc. v. Moyer , 1970 OK 213, 477 P.2d 73, 75 (quoting a legal encyclopedia). 42 Greater Oklahoma City Amusements, Inc. v. Moyer , 1970 OK 213, 477 P.2d at 75-76. 43 In Preston v. Ferrer , 552 U.S. 346, 349, 128 S.Ct. 978, 169 L.Ed.2d 917 (2008), the Court stated that "when parties agree to arbitrate all disputes arising under their contract, questions concerning the validity of the entire contract are to

2014Coulter v. First American Resources, L.L.C., 2009 OK 53, ¶ 1 , 214 P.3d 807, 808 (trial court committed error when it declined to enforce parties' contractual choice of arbitration venue); National Diversified Business Services, Inc. v. Corporate Financial Opportunities, Inc., 1997 OK 36 , 946 P.2d 662, 667-668 (in the absence of an appeal from a dismissal for improper venue based upon a forum-selection clause, the ruling became final in the issue-preclusion sense). 7 .

2014Coulter v. First American Resources, L.L.C., 2009 OK 53, ¶ 1 , 214 P.3d 807, 808 (trial court committed error when it declined to enforce parties' contractual choice of arbitration venue); National Diversified Business Services, Inc. v. Corporate Financial Opportunities, Inc., 1997 OK 36 , 946 P.2d 662, 667-668 (in the absence of an appeal from a dismissal for improper venue based upon a forum-selection clause, the ruling became final in the issue-preclusion sense). 7 .

2014Cir. 2011), (explaining that in MedImmune, Inc. v. Genentech, Inc. , 549 U.S. 118, 135-136, 127 S.Ct. 764, 166 L.Ed.2d 604 (2007), the Court stated that the issue of contract interpretation is a merits issue, and not appropriate for a decision on a motion to dismiss under Rule 12(b)(1)). 17 Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas , ___ U.S. ___ , 134 S.Ct. 568, 580, 187 L.Ed.2d 487 (2013). 18 Martinez v. Bloomberg LP , 740 F.3d 211, 216 (2d Cir. 2014) ("'neither the Supreme Court, nor this Court, has specifically designated a single cl

2014Martinez v. Bloomberg LP, 740 F.3d 211, 216 (2d Cir.2014) (" 'neither the Supreme Court, nor this Court, has specifically designated a single clause of Rule 12(b) ... as the proper procedural mechanism' for enforcing a forum selection clause through a motion to dismiss....

2014Fund, 1995 OK CIV APP, 158 , 910 P.2d 1102 (released for publication by order of the Court of Civil Appeals) (contractual venue choice of Oklahoma County for the State Insurance Fund and its Commissioner was not clearly unreasonable); Bakhsh v. JACRRC Enterprises, Inc., 1995 OK CIV APP 40 , 895 P.2d 746 (released for publication by order of the Court of Civil Appeals) (parties to a contract may choose the jurisdiction in which all actions arising from their transaction shall be heard, and a selected forum in Dallas, Texas, was reasonable in the circumstances); Eads v. Woodmen of The World Life

2014Fund, 1995 OK CIV APP, 158 , 910 P.2d 1102 (released for publication by order of the Court of Civil Appeals) (contractual venue choice of Oklahoma County for the State Insurance Fund and its Commissioner was not clearly unreasonable); Bakhsh v. JACRRC Enterprises, Inc., 1995 OK CIV APP 40 , 895 P.2d 746 (released for publication by order of the Court of Civil Appeals) (parties to a contract may choose the jurisdiction in which all actions arising from their transaction shall be heard, and a selected forum in Dallas, Texas, was reasonable in the circumstances); Eads v. Woodmen of The World Life

2014The law firm's motion relied on 12 O.S. § 19; 1 a forum-selection clause in the contract; and Bakhsh v. JACRRC Enterprises, Inc., 1995 OK CIV APP 40 , 895 P.2d 746 , where in an opinion released for publication by order of the Court of Civil Appeals, the court stated that parties to a contract may select the jurisdiction in which all actions arising from their transaction shall be heard, and a selected forum in Dallas, Texas, was held to be reasonable in the cireumstances.

2014The law firm's motion relied on 12 O.S. § 19; 1 a forum-selection clause in the contract; and Bakhsh v. JACRRC Enterprises, Inc., 1995 OK CIV APP 40 , 895 P.2d 746 , where in an opinion released for publication by order of the Court of Civil Appeals, the court stated that parties to a contract may select the jurisdiction in which all actions arising from their transaction shall be heard, and a selected forum in Dallas, Texas, was held to be reasonable in the cireumstances.

2014Fisher v. South Atlantic Dredging Co., Inc., 2000 OK CIV APP 123 , 15 P.3d 523 (released for publication by order of the Court of Civil Appeals) (Oklahoma County action dismissed and order affirmed by appellate court when forum-selection clause designating "any other court in which such action might properly be brought" was construed as meaning a court with jurisdiction of both the subject matter and the parties; and defendants did not have sufficient minimum contacts for personal jurisdiction in Oklahoma); Barker Leasing, Inc. v. State Ins.

2014Fisher v. South Atlantic Dredging Co., Inc., 2000 OK CIV APP 123 , 15 P.3d 523 (released for publication by order of the Court of Civil Appeals) (Oklahoma County action dismissed and order affirmed by appellate court when forum-selection clause designating "any other court in which such action might properly be brought" was construed as meaning a court with jurisdiction of both the subject matter and the parties; and defendants did not have sufficient minimum contacts for personal jurisdiction in Oklahoma); Barker Leasing, Inc. v. State Ins.

2014In Scherk v. Alberto-Culver Co. , 417 U.S. 506, n. 14, 519, 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974), the Court distinguished between fraud relating to a contract as a whole and fraud relating to a forum-selection clause: "...a forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion." 60 Rogers v. Dell Computer Corp. , 2005 OK 51, ¶ 31, 138 P.3d 826, 833. 61 St.

2014In Scherk v. Alberto-Culver Co. , 417 U.S. 506, n. 14, 519, 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974), the Court distinguished between fraud relating to a contract as a whole and fraud relating to a forum-selection clause: "...a forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion." 60 Rogers v. Dell Computer Corp. , 2005 OK 51, ¶ 31, 138 P.3d 826, 833. 61 St.

2014Rev. 799, 830 (2012), quoting Scherk v. Alberto-Culver Co. , 417 U.S. 506, 519 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974) (" . . . the Court found that an arbitration agreement contained within a larger contract is actually "a specialized kind of forum-selection clause that posits not only the situs of suit but also the procedure to be used in resolving the dispute."). 40 See , e.g. , Intercall Telecommunications, Inc. v. Instant Impact, Inc. , 376 F.Supp.2d 155 (D.P.R.2005) ("Courts must distinguish between challenges to the validity of the underlying contract on the one hand, and to the validity o

2014See, e.g., Intercall Telecommunications, Inc. v. Instant Impact, Inc., 376 F.Supp.2d 155 (D.P.R.2005) ("Courts must distinguish between challenges to the validity of the underlying contract on the one hand, and to the validity of the forum selection clause in particular, on the other.

2014In Scherk v. Alberto-Culver Co. , 417 U.S. 506, n. 14, 519, 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974), the Court distinguished between fraud relating to a contract as a whole and fraud relating to a forum-selection clause: "...a forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion." 60 Rogers v. Dell Computer Corp. , 2005 OK 51, ¶ 31, 138 P.3d 826, 833. 61 St.

2014In Scherk v. Alberto-Culver Co. , 417 U.S. 506, n. 14, 519, 94 S.Ct. 2449, 41 L.Ed.2d 270 (1974), the Court distinguished between fraud relating to a contract as a whole and fraud relating to a forum-selection clause: "...a forum-selection clause in a contract is not enforceable if the inclusion of that clause in the contract was the product of fraud or coercion." 60 Rogers v. Dell Computer Corp. , 2005 OK 51, ¶ 31, 138 P.3d 826, 833. 61 St.

2014Fund , 1995 OK CIV APP, 158, 910 P.2d 1102 (released for publication by order of the Court of Civil Appeals) (contractual venue choice of Oklahoma County for the State Insurance Fund and its Commissioner was not clearly unreasonable); Bakhsh v. JACRRC Enterprises, Inc. , 1995 OK CIV APP 40, 895 P.2d 746 (released for publication by order of the Court of Civil Appeals) (parties to a contract may choose the jurisdiction in which all actions arising from their transaction shall be heard, and a selected forum in Dallas, Texas, was reasonable in the circumstances); Eads v. Woodmen of The World Life

2014Fund , 1995 OK CIV APP, 158, 910 P.2d 1102 (released for publication by order of the Court of Civil Appeals) (contractual venue choice of Oklahoma County for the State Insurance Fund and its Commissioner was not clearly unreasonable); Bakhsh v. JACRRC Enterprises, Inc. , 1995 OK CIV APP 40, 895 P.2d 746 (released for publication by order of the Court of Civil Appeals) (parties to a contract may choose the jurisdiction in which all actions arising from their transaction shall be heard, and a selected forum in Dallas, Texas, was reasonable in the circumstances); Eads v. Woodmen of The World Life

2018In a case involving application of the Federal Arbitration Act, the United States Supreme Court explained, "(t)he Act, after all, does not mandate the arbitration of all claims, but merely the enforcement -upon the motion of one of the parties- of privately negotiated arbitration agreements." Dean Witter Reynolds, Inc. v. Byrd , 470 U.S. 213, 219, 105 S.Ct. 1238, 1242, 84 L.Ed.2d 158 (1985) (emphasis added). 3 ¶7 Conn urges that the right to compel arbitration under an arbitration agreement may be waived, not only because a motion for arbitration is required by the Act, but also because such a

2018In a case involving application of the Federal Arbitration Act, the United States Supreme Court explained, "(t)he Act, after all, does not mandate the arbitration of all claims, but merely the enforcement -upon the motion of one of the parties- of privately negotiated arbitration agreements." Dean Witter Reynolds, Inc. v. Byrd , 470 U.S. 213, 219, 105 S.Ct. 1238, 1242, 84 L.Ed.2d 158 (1985) (emphasis added). 3 ¶7 Conn urges that the right to compel arbitration under an arbitration agreement may be waived, not only because a motion for arbitration is required by the Act, but also because such a

2014See also Rent-A-Center, West, Inc. v. Jackson , 561 U.S. 63, 70, 130 S.Ct. 2772, 177 L.Ed.2d 403 (2010) (noting two types of "validity challenges," one on the validity of an agreement to arbitrate and one challenging the contract as a whole). 44 State ex rel.

2014See also Rent-A-Center, West, Inc. v. Jackson , 561 U.S. 63, 70, 130 S.Ct. 2772, 177 L.Ed.2d 403 (2010) (noting two types of "validity challenges," one on the validity of an agreement to arbitrate and one challenging the contract as a whole). 44 State ex rel.

2014Hospah Coal Co. v. Chaco Energy Co. , 673 F.2d 1161, 1163 (10th Cir.1982) ("The existence of a venue selection clause does not impose an absolute duty nor does it endow a party with an absolute right to have every dispute between the parties litigated in the named forum."); SBKC Serv.

2014Hospah Coal Co. v. Chaco Energy Co. , 673 F.2d 1161, 1163 (10th Cir.1982) ("The existence of a venue selection clause does not impose an absolute duty nor does it endow a party with an absolute right to have every dispute between the parties litigated in the named forum."); SBKC Serv.

2014We exercise it only in cases free from doubt.); Horn v. Gibson , 1909 OK 174, ¶ 0, 103 P. 563, 563 (Syllabus by the Court) (The party seeking to void a contract bears the burden of proving that the contract violates public policy.). 58 We decline to address whether Tucker's allegations of fact are sufficient to put at issue his consent to the forum-selection clause.

2014We exercise it only in cases free from doubt.); Horn v. Gibson , 1909 OK 174, ¶ 0, 103 P. 563, 563 (Syllabus by the Court) (The party seeking to void a contract bears the burden of proving that the contract violates public policy.). 58 We decline to address whether Tucker's allegations of fact are sufficient to put at issue his consent to the forum-selection clause.