forum selection clause in South Dakota

2010Whether the circuit court erred in concluding Reinert made a strong showing that the forum-selection clause was unreasonable. [¶ 9.] Our prior case law makes clear that parties “may contractually specify and consent to a state’s jurisdiction over legal actions which arise under a contract.” Baldwin v. Heinold Commodities, Inc., 363 N.W.2d 191, 194 (S.D.1985) (citing Nat’l Equip.

2002Baldwin v. Heinold Commodities, Inc., 363 N.W.2d 191, 194 (S.D.1985). [¶25.] Undfer these factors, the forum selection clause may be reasonable.

2002Despite the statements of the trial court set forth above in ¶ 19, it did not make a ruling as to the invalidity of the forum selection clause. [¶ 21.] This Court has stated that “when the parties to a contract agree that actions arising from that contract will be brought in a particular jurisdiction, that agreement should be given effect unless it is shown that to do so would be unfair or unreasonable.” Green v. Clinic Masters, Inc., 272 N.W.2d 813, 815 (S.D.1978).

2002Despite the statements of the trial court set forth above in ¶ 19, it did not make a ruling as to the invalidity of the forum selection clause. [¶ 21.] This Court has stated that "when the parties to a contract agree that actions arising from that contract will be brought in a particular jurisdiction, that agreement should be given effect unless it is shown that to do so would be unfair or unreasonable." Green v. Clinic Masters, Inc., 272 N.W.2d 813, 815 (S.D.1978).

1997See Durham v. Ciba-Geigy Corp., 315 N.W.2d 696 , 701 n. 1 (S.D.1982) (“Under SDCL 57A-2-302(l) the issue of unconscionability is a matter of law to be determined by the trial court.”).

1997See Durham v. Ciba-Geigy Corp., 315 N.W.2d 696 , 701 n. 1 (S.D.1982) ("Under SDCL 57A-2-302(1) the issue of unconscionability is a matter of law to be determined by the trial court.").

2010Furthermore, “forum-selection clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be unreasonable’ under the circumstances.” Klenz v. AVI Intern., 2002 SD 72, ¶ 36 , 647 N.W.2d 734, 741 (Konenkamp, J., concurring in result) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907, 1913 , 32 L.Ed.2d 513, 520 (1972)), Additionally, a forum-selection clause should be enforced unless “the clause was invalid for such reasons as fraud or overreaching[,]” or “if enforcement would contravene a strong public policy of the forum i

2010Furthermore, “forum-selection clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be unreasonable’ under the circumstances.” Klenz v. AVI Intern., 2002 SD 72, ¶ 36 , 647 N.W.2d 734, 741 (Konenkamp, J., concurring in result) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907, 1913 , 32 L.Ed.2d 513, 520 (1972)), Additionally, a forum-selection clause should be enforced unless “the clause was invalid for such reasons as fraud or overreaching[,]” or “if enforcement would contravene a strong public policy of the forum i

2022Although Northland raised this issue before the circuit court, the court did not address the question in concluding that Northland could maintain its action in Spink County. 3 Nonetheless, if Northland is legally entitled to waive the forum selection clause, the court’s entry of summary judgment should be affirmed. 4 “We will affirm a circuit court’s decision so long as there is a legal basis to support its decision.” Wyman, 2018 S.D. 17 , ¶ 9, 908 N.W.2d at 174 (citation omitted). 3.

2022Northland cites the general rule in Minnesota that “a party may waive a condition precedent . . . when such condition precedent exists for his sole benefit and protection[.]” Dolder v. Griffin, 323 N.W.2d 773, 778 (Minn. 1982) (citation omitted) (emphasis added); see also Hanson v. Moeller, 376 N.W.2d 220 , 224–25 (Minn. Ct. App. 1985).

2022In finding waiver by Robinson, the circuit court relied upon SDCL 15-5-10, which provides that an action may be tried in an improper county “unless the defendant, before the time for answering expires, demands in writing that the trial be had in the proper county[.]” -4- #29573 See Kolb v. Monroe, 1998 S.D. 64 , ¶ 11, 581 N.W.2d 149, 151 (finding a party waived objection to venue under SDCL 15-5-10 when it did not file a motion to change venue until after the expiration of the time for filing an answer).

2022However, in O’Neill Farms, Inc. v. Reinert, this Court, without discussion, applied the forum state’s law (South Dakota) to questions of enforceability of a forum selection clause in a lease, despite a determination that “Texas law controls the interpretation of the contract” under a conflicts of law analysis. 2010 S.D. 25 , ¶ 12, 780 N.W.2d 55, 59 .

2022We have recognized that a forum selection clause is presumptively enforceable, and “should be enforced unless ‘the clause was invalid for such reasons as fraud or overreaching[,]’ or ‘if enforcement would contravene a strong public policy of the forum in which it is brought.’” O’Neill Farms, Inc., 2010 S.D. 25 , ¶ 9, 780 N.W.2d at 58 (alteration in original) (citation omitted).

2022“The primary goal of contract interpretation is to determine and enforce the intent of the parties.” Travertine Corp. v. Lexington-Silverwood, 683 N.W.2d 267, 271 (Minn. 2004).

2022A contract is unambiguous if “it has only one reasonable interpretation.” Id. “[W]hen a contractual provision is clear and unambiguous, courts should not rewrite, modify, or limit its effect by a strained construction.” Travertine Corp., 683 N.W.2d at 271 . [¶22.] The forum selection clause in the Lease unambiguously provides that “any suit by either of the parties pursuant to this Lease . . . shall be in Stearns County District Court, Stearns County, Minnesota.” (Emphasis added.) The mandatory language for filing suit in Stearns County, Minnesota, applies to both parties.

2022Our conclusion is also consistent with Minnesota law that “[a] contractual forum selection clause is not governed by the rules relating to venue and jurisdiction, but rather by the rules of contractual defenses.” OT Indus., Inc., 346 N.W.2d at 168 ; see also Hauenstein & Bermeister, Inc. v. Met-Fab Indus., Inc., 320 N.W.2d 886, 892 (Minn. 1982) (finding that the rules for waiver of a contractual defense, not the rules of venue and jurisdiction, govern a case involving a forum selection clause).

2022Our conclusion is also consistent with Minnesota law that “[a] contractual forum selection clause is not governed by the rules relating to venue and jurisdiction, but rather by the rules of contractual defenses.” OT Indus., Inc., 346 N.W.2d at 168 ; see also Hauenstein & Bermeister, Inc. v. Met-Fab Indus., Inc., 320 N.W.2d 886, 892 (Minn. 1982) (finding that the rules for waiver of a contractual defense, not the rules of venue and jurisdiction, govern a case involving a forum selection clause).

2022Northland cites the general rule in Minnesota that “a party may waive a condition precedent . . . when such condition precedent exists for his sole benefit and protection[.]” Dolder v. Griffin, 323 N.W.2d 773, 778 (Minn. 1982) (citation omitted) (emphasis added); see also Hanson v. Moeller, 376 N.W.2d 220 , 224–25 (Minn. Ct. App. 1985).

2022See Open Text, 262 F. Supp. 3d at 286 ; Investec Bank PLC, 2014 WL 6886252 , at *1, *3; JetBlue Airways Corp., 931 N.Y.S.2d at 289.

2022Brookfield Trade Ctr., Inc. v. Cnty. of Ramsey, 584 N.W.2d 390, 394 (Minn. 1998) (“The construction and effect of a contract presents a question of law, unless an ambiguity exists.”).

2022App. Div. 2011); Seals v. Callis, 848 S.W.2d 5, 7 (Mo. Ct. App. 1992). [¶27.] Based upon the plain language of the forum selection clause in this Lease, we conclude that the cases cited by Northland are either unpersuasive or do not support Northland’s position.

2022See Peoples Bank v. Carter, 132 S.W.3d 302, 307 (Mo. Ct. App. 2004); Investec Bank PLC v. Opalgem Invs.

2022In addition to the forum selection clause, the Lease includes a choice of law provision that provides “the Lease and all related documentation shall be governed by, and construed in accordance with, the laws of the State of Minnesota (without regard to principles of conflicts of laws)[.]” While the parties cite both South Dakota and Minnesota law in addressing the issues on appeal, neither party has specifically addressed which state’s law should be applied to the questions of waiver and enforceability of the forum selection clause at issue. [¶13.] In considering contractual choice of law prov

2022See Barnett v. DynCorp Int’l, L.L.C., 831 F.3d 296, 301 (5th Cir. 2016) (explaining that “[w]hen the ‘interpretation’ of a forum-selection clause is at issue in a diversity case . . . [the court] appl[ies] the forum state’s choice-of-law rules to determine what substantive law governs” (citation omitted)).

2022See Barnett v. DynCorp Int’l, L.L.C., 831 F.3d 296, 301 (5th Cir. 2016) (explaining that “[w]hen the ‘interpretation’ of a forum-selection clause is at issue in a diversity case . . . [the court] appl[ies] the forum state’s choice-of-law rules to determine what substantive law governs” (citation omitted)).

2022As the Minnesota Supreme Court has explained, “[t]his court has for many years followed the almost universal rule that matters of procedure and remedies were governed by the law of the forum state.” Davis v. Furlong, 328 N.W.2d 150, 153 (Minn. 1983). [¶14.] The question of whether waiver and enforceability of a forum selection clause are matters of procedural or substantive law has not been addressed by this Court.

2022Rev. 1119 , 1121–22 (2018) (detailing the lack of uniformity in the several different approaches that courts take in determining which jurisdiction’s laws govern a forum selection clause). [¶15.] Some federal courts that have addressed the question have distinguished “between the interpretation of a forum selection clause and the enforceability of the clause.” Martinez v. Bloomberg LP, 740 F.3d 211, 217 (2d Cir. 2014).

2022“Every circuit court decision that we have located involving a forum selection clause designating a foreign forum . . . has applied federal law . . . to decide the clause’s enforceability.” Martinez, 740 F.3d at 222 .

2011See Salomon, 68 F.3d at 559 ; Nat'l Iranian Oil Co. v. Ashland Oil Inc., 817 F.2d 326 (5th Cir.1987).

2010Rental v. Szukhent, 375 U.S. 311 , 84 S.Ct. 411 , 11 L.Ed.2d 354 (1964)); see Green v. Clinic Masters, Inc., 272 N.W.2d 813, 815 (S.D.1978) (holding forum-selection clauses are enforceable unless unreasonable); see also Burger King v. Rudzewicz, 471 U.S. 462 , 473 n. 14, 105 S.Ct. 2174 , 2182 n. 14, 85 L.Ed.2d 528 (1985) (“[P]arties frequently stipulate in advance to submit their controversies for resolution within a particular jurisdiction.

2010Rental v. Szukhent, 375 U.S. 311 , 84 S.Ct. 411 , 11 L.Ed.2d 354 (1964)); see Green v. Clinic Masters, Inc., 272 N.W.2d 813, 815 (S.D.1978) (holding forum-selection clauses are enforceable unless unreasonable); see also Burger King v. Rudzewicz, 471 U.S. 462 , 473 n. 14, 105 S.Ct. 2174 , 2182 n. 14, 85 L.Ed.2d 528 (1985) (“[P]arties frequently stipulate in advance to submit their controversies for resolution within a particular jurisdiction.

2010Furthermore, “forum-selection clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be unreasonable’ under the circumstances.” Klenz v. AVI Intern., 2002 SD 72, ¶ 36 , 647 N.W.2d 734, 741 (Konenkamp, J., concurring in result) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907, 1913 , 32 L.Ed.2d 513, 520 (1972)), Additionally, a forum-selection clause should be enforced unless “the clause was invalid for such reasons as fraud or overreaching[,]” or “if enforcement would contravene a strong public policy of the forum i

2010Furthermore, “forum-selection clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be unreasonable’ under the circumstances.” Klenz v. AVI Intern., 2002 SD 72, ¶ 36 , 647 N.W.2d 734, 741 (Konenkamp, J., concurring in result) (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907, 1913 , 32 L.Ed.2d 513, 520 (1972)), Additionally, a forum-selection clause should be enforced unless “the clause was invalid for such reasons as fraud or overreaching[,]” or “if enforcement would contravene a strong public policy of the forum i

2010Vanier v. Ponsoldt, 251 Kan. 88, 101 , 833 P.2d 949, 959 (1992). [¶ 15.] The third factor in analyzing the reasonableness of a forum-selection clause is the place of execution or performance of the contract.

2010Vanier v. Ponsoldt, 251 Kan. 88, 101 , 833 P.2d 949, 959 (1992). [¶ 15.] The third factor in analyzing the reasonableness of a forum-selection clause is the place of execution or performance of the contract.

2010Briggs, 80 S.D. 26, 30 , 117 N.W.2d at 807 (citation omitted). [¶ 14.] The next factor in analyzing the reasonableness of a forum-selection clause *60 is the residency of the parties.

2010Briggs, 80 S.D. 26, 30 , 117 N.W.2d at 807 (citation omitted). [¶ 14.] The next factor in analyzing the reasonableness of a forum-selection clause *60 is the residency of the parties.