forum selection clause in Texas

2026“A trial court abuses its discretion when it fails to properly interpret or apply a forum-selection clause.” In re Lisa Laser USA, Inc., 310 S.W.3d 880, 883 (Tex. 2010) (orig. proceeding).

2026Forum Selection “In examining whether claims brought by the plaintiff were within the scope of the clauses, . . . a reviewing court should engage in a ‘common-sense examination of the claims and the forum-selection clause to determine if the clause covers the claims.’” Id. at 884 (quoting In re Int’l Profit Assocs., Inc., 274 S.W.3d 672, 677 (Tex. 2009) (orig. proceeding)). “[W]hether a forum-selection clause applies depends on the factual allegations undergirding the party’s claims rather than the legal causes of action asserted.” Pinto Tech.

2026Forum Selection “In examining whether claims brought by the plaintiff were within the scope of the clauses, . . . a reviewing court should engage in a ‘common-sense examination of the claims and the forum-selection clause to determine if the clause covers the claims.’” Id. at 884 (quoting In re Int’l Profit Assocs., Inc., 274 S.W.3d 672, 677 (Tex. 2009) (orig. proceeding)). “[W]hether a forum-selection clause applies depends on the factual allegations undergirding the party’s claims rather than the legal causes of action asserted.” Pinto Tech.

2025The forum-selection clause is part of a short, 2-page agreement, and the clause is “in the same font style and size as all other provisions.” Int’l Profit Assocs., 274 S.W.3d at 679 .

2026Id. (“Neither the Supreme Court of Texas nor this court have addressed whether it is proper to use the transaction-participant analysis as a theory for allowing a nonsignatory to enforce a forum-selection clause.

2025See, e.g., Roccaforte, 341 S.W.3d at 924 ; Deep Water Slender Wells, Ltd. v. Shell Int’l Expl. & Prod., Inc., 234 S.W.3d 679 , 695–96 (Tex. App.—Houston [14th Dist.] 2007, pet. denied) (holding that the trial court necessarily vacated its prior summary judgment order when it signed an inconsistent order in which it dismissed all claims based on a forum-selection clause); Martinez v. SeaHarbor Ins.

2025Co., 148 S.W.3d 109, 115 (Tex. 2004) (orig. proceeding) (enforcing a forum selection clause through mandamus to prevent parties from being forced to litigate in a forum other than the one they contractually agreed upon, which could result in significant time and expense that cannot be remedied on appeal); Prudential, 148 S.W.3d at 135-36 (recognizing that mandamus relief is appropriate to enforce a contractual jury-trial waiver, as improperly making a party have a jury trial would waste of resources and time that cannot be adequately remedied on appeal). 29 See, e.g., In re Volkswagen of Am.,

2025Co., 148 S.W.3d 109, 115 (Tex. 2004) (enforcing a forum selection clause through mandamus to prevent parties from being forced to litigate in a forum other than the one they contractually agreed upon, which could result in significant time and expense that cannot be remedied on appeal); In re Prudential Ins.

2023The party challenging the forum selection clause bears a “heavy burden of proof.” M/S Bremen, 407 U.S. at 17 .

2016The court observed that "[p]leading alternate noncontractual theories of recovery will not alone avoid a forum selection clause if those alternate claims arise out of the contractual relations and implicate the contract's terms. ' 12 The court also held that the forum selection clause's term "relating to" indicated the parties' intent that related noncontractual claims be covered.413 Fourth, the forum selection clause did not contravene a specific Texas venue rule.' The court noted a shift in the law since the 1919 case cited by Accelerated and that American courts now routinely 411 Id. at 70-

2025In In re Laibe Corp., the relator sought mandamus relief to enforce a forum selection clause, but “waited two months after notice of the denial of its motion [for reconsideration] to seek mandamus relief in the court of appeals.” 307 S.W.3d at 315, 318 .

2025Co. of Am., 494 S.W.3d 708, 710 (Tex. 2016) (orig. proceeding); In re Lisa Laser USA, Inc., 310 S.W.3d 880, 883 (Tex. 2010) (orig. proceeding) (per curiam); In re Laibe Corp., 307 S.W.3d 314, 316 (Tex. 2010) (orig. proceeding) (per curiam). “[A]n appellate remedy is inadequate when a trial court improperly refuses to enforce a forum-selection clause because allowing the trial to go forward will vitiate and render illusory the subject matter of an appeal, i.e., trial in the proper forum.” In re Lisa Laser USA, Inc., 310 S.W.3d at 883 (cleaned up); see In re Laibe Corp., 307 S.W.3d at 316 .

2023In the context of forum selection clauses specifically, the Texas Supreme Court has held that waiver may occur if a party “substantially invok[es] the judicial process” in a non-selected forum “to the other party’s detriment or prejudice.” Id.; Perry Homes v. Cull, 258 S.W.3d 580, 593 (Tex. 2008); see In re Automated Collection 11 Techs., Inc., 156 S.W.3d 557, 559 (Tex. 2004) (orig. proceeding) (recognizing that cases involving waiver in the arbitration context are analogous to waiver in the forum selection- clause context).

2023Enforcement of a forum selection clause is mandatory absent a showing that “enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” In re Automated Collection Techs., Inc., 156 S.W.3d 557, 559 (Tex. 2004) (orig. proceeding) (per curiam) (quoting In re AIU Ins.

2022(Eur.) Lid. v. Neon Sys., Inc., 177 S.W.3d 605, 611 (Tex. App.— Houston [1st Dist.] 2005, no pet.) (“A forum-selection clause is a creature of contract.”)).

2015(Europe) Ltd. v. Neon Sys., Inc., 177 S.W.3d 605, 611 (Tex. App.— Houston [1st Dist.] 2005, no pet.) (holding that a forum selection clause is prima facie valid); In re Boehme, 256 S.W.3d 878, 881 (Tex. App.— Houston [14th Dist.] 2008, orig. proceeding); Deep Water Slender Wells, Ltd., 234 S.W.3d at 692 .

2026Although a forum-selection clause “operates as consent to jurisdiction in one forum, [and] not proof that the Constitution would allow no other,” deletion of a forum-selection clause designating a foreign forum “is some evidence that local jurisdiction was anticipated” and “insertion of a clause designating a foreign forum suggests that no local availment was intended.” Id. at 792 . 14 procedures for the solar farm premises.”4 Additionally, the contract between EAC and Stratosphere contained an indemnity clause requiring EAC to indemnify Stratosphere “from and against all claims, suits, action

2025In Michiana, the defendant cited a similar forum-selection clause as a basis for granting its special appearance. 168 S.W.3d at 792 .

2026(SUNDA) Ltd., 222 S.W.3d 889, 895 (Tex. App.—Dallas 2007, pet. denied). 7 If those burdens are met, a trial court abuses its discretion in refusing to enforce a forum-selection clause unless there is clear evidence that “(1) enforcement would be unreasonable or unjust, (2) the clause is invalid for reasons of fraud or overreaching, (3) enforcement would contravene a strong public policy of the forum where the suit was brought, or (4) the selected forum would be seriously inconvenient for trial.” Lyon, 257 S.W.3d at 231–32 (citing In re AIU Ins.

2026“If merely stating that financial and logistical difficulties will preclude litigation in another state suffices to avoid a forum-selection clause, the clauses are practically useless.” Id.

2015See RSR Corp. v. Siegmund, 309 S.W.3d 686, 700 (Tex. App.—Dallas 2010, no pet.) (forum selection clause); DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990) (choice of law clause); see also In re AutoNation, Inc., 228 S.W.3d 663 , 665 & n.3 (Tex. 2007) (discussing a contract in which “[a] choice-of-law provision stated that the agreement would be construed under Florida law, and a forum-selection clause provided that all suits arising out of the agreement must be filed in Florida”).

2015Co., 148 S.W.3d 109, 111 (Tex.2004) (applying Texas law in a mandamus action enforce a forum-selection clause in a contract that also included a choice- of-law provision designating New York law); In re Automated Collection Techs., Inc., 156 S.W.3d 557, 558 (Tex.2004) (same, Pennsylvania law); In re AutoNation, Inc., 228 S.W.3d 663, 665 (Tex.2007) (same, Florida law); In re Lyon Fin.

2026“Because forum-selection clauses are creatures of contract, the circumstances in which nonsignatories can be bound to a forum-selection clause are rare.” Id.

2026Courts recognizing the validity a transaction-participant theory for enforcing a forum-selection clause have done so “‘solely in the context of a nonsignatory defendant attempting to enforce a forum-selection clause against a signatory plaintiff, who did not want the clause enforced,’ and not the converse.” Id. at 445 .

2019Co. of Am., 494 S.W.3d 708 , 715–16 (Tex. 2016) (orig. proceeding) (holding party had not “substantially invoked the judicial process” because its litigation conduct did not “evidence an intent to waive the forum-selection clause but rather the opposite”); In re ADM Inv’r Servs., Inc., 304 S.W.3d 371, 374 (Tex. 2010) (orig. proceeding) (holding party did not invoke the judicial process “so as to waive enforcement” of contractual forum-selection clause because it “did nothing ‘unequivocal’ to waive enforcement”). 4 added); EZ Pawn, 934 S.W.2d at 89 (“Implying waiver from a party’s actions is ap

2018See Deep Water Slender Wells, Ltd., 234 S.W.3d at 693 (rejecting same arguments as premised on the wrong legal standard); see also Laibe Corp., 307 S.W.3d at 318 (explaining that conclusory statements are insufficient to establish the level of extreme inconvenience required to disregard a forum-selection clause (citing In re ADM Investor Servs., Inc., 304 S.W.3d 371, 375 (Tex. 2010) (orig. proceeding))).

2025A transaction participant includes “an employee of one of the contracting parties who is individually named by another contracting party in a suit arising out of the contract containing the forum selection clause.” Accelerated Christian Educ., 925 S.W.2d at 75 ; see also Dunlap Enter. v. Roly Poly Franchise Sys., L.L.C., No. 05-08–1556-CV, 2010 WL 2880179 , at *3 (Tex. App.—Dallas July 23, 2010, no pet.) (mem. op.) (affirming finding that non-signatory parties were transaction participants because they were alleged to be agents of signing party and thus, non-signatory was subject to forum-sele

2024“Pleading alternative noncontractual theories of recovery will not alone avoid a forum selection clause if those alternative claims arise out of the contractual relations and implicate the contract’s terms.” Id., (citing Christian Educ. v. Oracle Corp., 925 S.W.2d 66, 72 (Tex. App.—Dallas 1996, no pet.)).

2025The forum-selection clause in the Binder Agreement is mandatory and quite broad as it states that it “shall” apply to “any action or legal proceeding of any kind” . . . “based upon, arising out of, or in any way relating to this Agreement.” See RSR Corp. v. Siegmund, 309 S.W.3d 686, 701 (Tex. App.—Dallas 2010, no pet.) (holding that language “any action or proceeding arising out of or relating to this Agreement,” was broad and encompassed any claims relating to agreement).

2024“When claims fall within the scope of a forum-selection clause, application of the Texas long-arm statute and analysis of a defendant’s contacts with Texas are unnecessary.” Southampton Ltd. v. Four Horsemen Auto Grp., Inc., –7– No. 05-14-01415-CV, 2016 WL 3964731 , at *4 (Tex. App.—Dallas July 20, 2016, no pet.) (mem. op.); see also RSR Corp. v. Siegmund, 309 S.W.3d 686, 704 (Tex. App.—Dallas 2010, no pet.) (collecting cases).

2021In 2014, we noted that the Texas Supreme Court has rejected the argument that “the failure to provide a copy of an agreement containing a forum selection clause to a claimant constitutes the type of fundamental unfairness that precludes enforcement of the forum selection clause.” Id. at *9 (citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 (1991) (“[F]orum-selection clauses contained in form passage contracts are subject to judicial scrutiny for fundamental fairness.”); In re Int’l Profit Assocs., 286 S.W.3d 921, 924 (Tex. 2009) (orig. proceeding) (finding that the “fundamental fa

2020The Michiana Court explained, however, that “a forum-selection clause operates as consent to jurisdiction in one forum, not proof that the Constitution would allow no other.” Id. (citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 (1991).

2018TSI relies on Southwest Intelecom, Inc. v. Hotel Networks Corp., 997 S.W.2d 322 (Tex. App.—Austin 1999, pet. denied) to support its position that the forum-selection clause is permissive.

2015Intelecom, Inc. v. Hotel Networks Corp., 997 S.W.2d 322, 324-25 (Tex. App.—Austin 1999, pet. denied)). - 15 - meaning.”51 In other words, the court engages in a “common-sense examination of the claims and the forum-selection clause to determine if the clause covers the claims.”52 As Mr. Wickline’s brief acknowledges, there are no Texas cases interpreting a forum-selection clause that applies to “actions to enforce” contractual provisions.53 When presented with an absence of caselaw on the meaning of a particular forum- selection clause, Texas appellate courts commonly turn to dictionaries and

2021In other words, “simply being unaware of a forum-selection clause does not make it invalid.” Id.

2021In 2014, we noted that the Texas Supreme Court has rejected the argument that “the failure to provide a copy of an agreement containing a forum selection clause to a claimant constitutes the type of fundamental unfairness that precludes enforcement of the forum selection clause.” Id. at *9 (citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 (1991) (“[F]orum-selection clauses contained in form passage contracts are subject to judicial scrutiny for fundamental fairness.”); In re Int’l Profit Assocs., 286 S.W.3d 921, 924 (Tex. 2009) (orig. proceeding) (finding that the “fundamental fa

2025But this is insufficient to prevent enforcement of the forum- selection clause. “[S]imply alleging fraud in the inducement of a contract is not sufficient to make a forum selection clause unenforceable.” My Café-CCC, Ltd. v. Lunchstop, Inc., 107 S.W.3d 860, 867 (Tex. App.—Dallas 2003, no pet.).

2025When the language of the forum-selection clause “encompasses all causes of action concerning the contract, the claim that a party was fraudulently induced to enter the contract does not avoid the forum selection clause.” Id.

2024We review a trial court’s decision on the validity or enforceability of a forum-selection clause under an abuse of discretion standard, except when review involves contractual interpretation of the clause, for which we employ a de novo standard of review.2 Id.; Barnett v. Network Sols., Inc., 38 S.W.3d 200, 203 (Tex. App.—Eastland 2001, pet. denied). 2 In their briefing, the parties disagree regarding the standard of review that should apply when, as here, there was no evidentiary hearing.

2013See In re Int’l Profit Assocs., 286 S.W.3d at 922 ; Barnett v. Network Solutions, Inc., 38 S.W.3d 200, 204 (Tex. App.—Eastland 2001, pet. denied) (applying this rule in the context of a forum-selection clause).

2023Id. (finding that relator’s “action in participating in five depositions and exchanging documents is not inconsistent with then seeking to relocate the dispute” pursuant to a forum selection clause). 15 Holdings, Inc., 455 S.W.3d at 576 ; Perry Homes, 258 S.W.3d at 596–97.

2022Id. (finding that relator’s “action in participating in five depositions and exchanging documents is not inconsistent with then seeking to relocate the dispute” pursuant to a forum selection clause). 15 his reply to Logicorp’s response to his motion to dismiss, filed November 23, 2020.

2019See Young v. Valt.X Holdings, Inc., 336 S.W.3d 258, 261 (Tex. App.—Austin 2010, pet. dism’d) (“A motion to dismiss is the proper procedural mechanism for enforcing a forum-selection clause that a party to the agreement has violated in filing suit.”). 4 see In re M.W.M., Jr., 523 S.W.3d 203, 207 (Tex. App.—Dallas 2017, orig. proceeding) (“The essence of arbitration is a contractual commitment to have someone—other than a judge—decide a dispute.”).

2019Under this framework, a forum selection clause must be enforced unless “the party opposing enforcement of the clause can clearly show that (1) enforcement would be unreasonable or unjust, (2) the clause is invalid for reasons of fraud or overreaching, (3) enforcement would contravene a strong public policy of the forum where the suit was brought, or (4) the selected forum would be seriously inconvenient for trial.” Young, 336 S.W.3d at 262 , quoting In re Lyon Financial Services, 257 S.W.3d 228, 231-32 (Tex. 2008) (per curiam).

2018Smith v. Kenda Capital, LLC, 451 S.W.3d 453, 457 (Tex. App.—Houston [14th Dist.] 2014, no pet.) (citing In re Lisa Laser USA, Inc., 310 S.W.3d 880, 884 (Tex. 2010) (orig. proceeding)). 15 interdependent and concerted misconduct doctrine; and (3) the mandatory-venue provisions in sections 15.004 and 15.020 of the Texas Civil Practice and Remedies Code).15 Ultimately, we determine the intent of the parties as expressed in the terms of the agreement—by applying ordinary principles of state contract law—to ascertain whether, based on the language of the forum-selection clause, a nonsignatory to th

2015Cf. In re Weekley Homes, L.P., 180 S.W.3d 127, 135 (Tex. 2005) (orig. proceeding) 1 Arbitration cases are germane to an analysis of a forum-selection clause because arbitration clauses are “another type of forum-selection clause.” See Smith v. Kenda Capital, LLC, 451 S.W.3d 453, 457 (Tex. App.—Houston [14th Dist.] 2014, no pet.) (quoting In re AIU Ins.

2026(SUNDA) Ltd., 222 S.W.3d 889, 895 (Tex. App.—Dallas 2007, pet. denied). 7 If those burdens are met, a trial court abuses its discretion in refusing to enforce a forum-selection clause unless there is clear evidence that “(1) enforcement would be unreasonable or unjust, (2) the clause is invalid for reasons of fraud or overreaching, (3) enforcement would contravene a strong public policy of the forum where the suit was brought, or (4) the selected forum would be seriously inconvenient for trial.” Lyon, 257 S.W.3d at 231–32 (citing In re AIU Ins.

2026(SUNDA) Ltd., 222 S.W.3d 889, 895 (Tex. App.—Dallas 2007, pet. denied) (“When a party seeks to enforce a forum- selection clause against a nonsignatory to the contract containing the forum- selection clause, that party bears the burden to prove the theory upon which it relies to bind the nonsignatory to the contract.”). 14

2025Co., 148 S.W.3d 109, 115 (Tex. 2004) (orig. proceeding) (enforcing a forum selection clause through mandamus to prevent parties from being forced to litigate in a forum other than the one they contractually agreed upon, which could result in significant time and expense that cannot be remedied on appeal); Prudential, 148 S.W.3d at 135-36 (recognizing that mandamus relief is appropriate to enforce a contractual jury-trial waiver, as improperly making a party have a jury trial would waste of resources and time that cannot be adequately remedied on appeal). 29 See, e.g., In re Volkswagen of Am.,

2025Co., 148 S.W.3d 109, 115 (Tex. 2004) (orig. proceeding) (enforcing a forum selection clause through mandamus to prevent parties from being forced to litigate in a forum other than the one they contractually agreed upon, which could result in significant time and expense that cannot be remedied on appeal); Prudential, 148 S.W.3d at 135-36 (recognizing that mandamus relief is appropriate to enforce a contractual jury-trial waiver, as improperly making a party have a jury trial would waste of resources and time that cannot be adequately remedied on appeal). 29 See, e.g., In re Volkswagen of Am.,

2015The Ramsay Court alluded to this distinction when it noted that venue-selection cases “are in the context of state venue provisions that set out which court (county) within this state has authority to hear a particular case, with agreements setting venue in an improper location.” Ramsay, 254 S.W.3d at 627 ; see also id. at n. 4 (“We also recognize that a case from this Court, Busse v. Pacific Cattle Feeding Fund #1, Ltd., 896 S.W.2d 807, 812-13 (Tex. App.—Texarkana 1995, pet. denied), reviewed a forum-selection clause stating that venue would lie in one of selected Iowa counties.”).

2015The Contract's mandatory forum-selection clause applies to claims that "give force or effect to or carry out the clauses of the Contract." As the parties seeking to enforce a forum-selection clause, Defendants bear the burden under step one to show the clause applies to the claims at issue. 25 Here, there should be no dispute the Contract contains a forum-selection clause: Section 14 plainly requires that any lawsuit to enforce the Contract must be filed in Payne County, Oklahmna.26 The operative language of the Contract's forum-selection clause is pasted below: 21 See Accelerated Christian Ed

2023In the context of forum selection clauses specifically, the Texas Supreme Court has held that waiver may occur if a party “substantially invok[es] the judicial process” in a non-selected forum “to the other party’s detriment or prejudice.” Id.; Perry Homes v. Cull, 258 S.W.3d 580, 593 (Tex. 2008); see In re Automated Collection 11 Techs., Inc., 156 S.W.3d 557, 559 (Tex. 2004) (orig. proceeding) (recognizing that cases involving waiver in the arbitration context are analogous to waiver in the forum selection- clause context).

2023Id. (finding that relator’s “action in participating in five depositions and exchanging documents is not inconsistent with then seeking to relocate the dispute” pursuant to a forum selection clause). 15 Holdings, Inc., 455 S.W.3d at 576 ; Perry Homes, 258 S.W.3d at 596–97.

2025Co. of Am., 494 S.W.3d 708, 710 (Tex. 2016) (orig. proceeding); In re Lisa Laser USA, Inc., 310 S.W.3d 880, 883 (Tex. 2010) (orig. proceeding) (per curiam); In re Laibe Corp., 307 S.W.3d 314, 316 (Tex. 2010) (orig. proceeding) (per curiam). “[A]n appellate remedy is inadequate when a trial court improperly refuses to enforce a forum-selection clause because allowing the trial to go forward will vitiate and render illusory the subject matter of an appeal, i.e., trial in the proper forum.” In re Lisa Laser USA, Inc., 310 S.W.3d at 883 (cleaned up); see In re Laibe Corp., 307 S.W.3d at 316 .

2024“A party waives a forum- selection clause by substantially invoking the judicial process to the other party’s detriment or prejudice.” Id. at 713 .

2017Sys., L.P., 184 S.W.3d 242, 248 (Tex. App.-Houston [1st Dist.] 2005, no pet.) (“If a party signs a contract with a forum selection clause, then that party has either consented to personal jurisdiction or waived the requirements for personal jurisdiction in that forum.”) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462 , 472 n.14, 105 S.Ct. 2174 , 2182 n.14, 85 L.Ed.2d 528 (1985)).

2017Sys., L.P., 184 S.W.3d 242, 248 (Tex. App.-Houston [1st Dist.] 2005, no pet.) (“If a party signs a contract with a forum selection clause, then that party has either consented to personal jurisdiction or waived the requirements for personal jurisdiction in that forum.”) (citing Burger King Corp. v. Rudzewicz, 471 U.S. 462 , 472 n.14, 105 S.Ct. 2174 , 2182 n.14, 85 L.Ed.2d 528 (1985)).