forum selection clause in Alabama

2018Co. , 806 So.2d 370 , 372 (Ala. 2001) ; see Ex parte CTB, Inc. , 782 So.2d 188 , 190 (Ala. 2000). '[A] writ of mandamus is an extraordinary remedy, which requires the petitioner to demonstrate a clear, legal right to the relief sought, or an abuse of discretion.' Ex parte Palm Harbor Homes, Inc. , 798 So.2d 656 , 660 (Ala. 2001). '[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion.' Ex parte D.M.

2018Co. , 806 So.2d 370 , 372 (Ala. 2001) ; see Ex parte CTB, Inc. , 782 So.2d 188 , 190 (Ala. 2000). '[A] writ of mandamus is an extraordinary remedy, which requires the petitioner to demonstrate a clear, legal right to the relief sought, or an abuse of discretion.' Ex parte Palm Harbor Homes, Inc. , 798 So.2d 656 , 660 (Ala. 2001). '[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion.' Ex parte D.M.

2018Co. , 806 So.2d 370 , 372 (Ala. 2001) ; see Ex parte CTB, Inc. , 782 So.2d 188 , 190 (Ala. 2000). '[A] writ of mandamus is an extraordinary remedy, which requires the petitioner to demonstrate a clear, legal right to the relief sought, or an abuse of discretion.' Ex parte Palm Harbor Homes, Inc. , 798 So.2d 656 , 660 (Ala. 2001). '[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion.' Ex parte D.M.

2018Co. , 806 So.2d 370 , 372 (Ala. 2001) ; see Ex parte CTB, Inc. , 782 So.2d 188 , 190 (Ala. 2000). '[A] writ of mandamus is an extraordinary remedy, which requires the petitioner to demonstrate a clear, legal right to the relief sought, or an abuse of discretion.' Ex parte Palm Harbor Homes, Inc. , 798 So.2d 656 , 660 (Ala. 2001). '[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion.' Ex parte D.M.

2018Co. , 806 So.2d 370 , 372 (Ala. 2001). "[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion." Id . (citing O'Brien Eng'g Co. v. Continental Machs., Inc. , 738 So.2d 844 (Ala. 1999) ).

2018Co. , 806 So.2d 370 , 372 (Ala. 2001). "[T]he review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion." Id . (citing O'Brien Eng'g Co. v. Continental Machs., Inc. , 738 So.2d 844 (Ala. 1999) ).

2026The showing is sufficient where it is clearly established " '(1) that enforcement of the forum selection clause[] would be unfair on the basis that the contract[] [was] affected by 9 SC-2025-0613 fraud, undue influence, or overweening bargaining power or (2) that enforcement would be unreasonable on the basis that the chosen ... forum would be seriously inconvenient for the trial of the action.' " Id. at 191 ....' " ' "Ex parte Leasecomm Corp., 886 So. 2d [58,] 62-63 [(Ala. 2003)] (emphasis omitted).

2025Corp., 700 So. 2d at 348 . 6 SC-2025-0541 In support of the Dixons' response in opposition to BCRA's motion to dismiss, Michael submitted his affidavit to demonstrate that enforcement of the forum-selection clause would be unreasonable and would constitute an extreme hardship.

2016A complaining party must cite more than mere distance to warrant negating the forum-selection clause. “ ‘Inconvenience’ sufficient to void a forum-selection clause is present where a ‘trial in that forum would be so gravely difficult and inconvenient that the challenging party would effectively be deprived of his day in court.’” Ex parte Leasecomm Corp., 886 So.2d at 62 -63 (quoting Ex parte Rymer, 860 So.2d 339, 342 (Ala. 2003)).

2007Specifically, Carfax quotes Ex parte Rymer , 860 So.2d 339 , 341 (Ala. 2003), for the proposition that an outbound forum-selection clause is not enforceable if "`(1) [the] enforcement of the forum-selection clause[] would be unfair on the basis that the contract[] . . . [was] affected by fraud, undue influence, or overweening bargaining power or (2) that enforcement would be unreasonable on the basis that the chosen . . . forum would be seriously inconvenient for the trial of the action.'" (Quoting Professional Ins.

2003“Mandamus is a drastic and extraordinary writ, to be issued only where there is (1) a clear legal right in the petitioner to the order sought; (2) an imperative duty upon the respondent to perform, accompanied by a refusal to do so; (3) the lack of another adequate remedy; and (4) properly invoked jurisdiction of the court.” Ex parte Integon Corp., 672 So.2d 497, 499 (Ala.1995).’ “Ex parte CTB, Inc., 782 So.2d at 190 . ‘On appeal, the review of a trial court’s ruling on the question of enforcing a forum-selection clause is for an abuse of discretion.’ Ex parte D.M.

2003"Mandamus is a drastic and extraordinary writ, to be issued only where there is (1) a clear legal right in the petitioner to the order sought; (2) an imperative duty upon the respondent to perform, accompanied by a refusal to do so; (3) the lack of another adequate remedy; and (4) properly invoked jurisdiction of the court." Ex parte Integon Corp. , 672 So.2d 497 , 499 (Ala. 1995).' " Ex parte CTB, Inc. , 782 So.2d at 190 . `On appeal, the review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion.' Ex parte D.M.

2025Under Alabama law, " 'a person who signs a contract is on notice of the terms therein and is bound thereby even if he or she fails to read the document.' " Ex parte Rymer, 860 So. 2d at 342 (quoting Locklear Dodge City, Inc. v. Kimbrell, 703 So. 2d 303, 306 (Ala. 1997)) (enforcing an outbound forum-selection clause when the party trying to avoid the clause claimed that he should not be bound by it because he had not read it).

2003With regard to his contention that he was fraudulently induced into signing the agreement and that he was not permitted to retrieve his glasses to read it, we note that “ ‘a person who signs a contract is on notice of the terms therein and is bound thereby even if he or she fails to read the document.’ Locklear Dodge City, Inc. v. Kimbrell, 703 So.2d 303, 306 (Ala.1997).” Ex parte Rymer, 860 So.2d at 342 .

2003Cf. Investment Mgmt. & Research, Inc. v. Hamilton, 727 So.2d 71, 78 (Ala.1999)(“[W]hen a claim of fraud in the inducement is directed toward the arbitration clause itself, the issue is adjudicated by the court.

2003Cf. Investment Mgmt. & Research, Inc. v. Hamilton, 727 So.2d 71, 78 (Ala.1999)(`[W]hen a claim of fraud in the inducement is directed toward the arbitration clause itself, the issue is adjudicated by the court.

2024See, e.g., Ex parte Spencer, 111 So. 3d 713, 718 (Ala. 2012) ("[A] party may waive its right to enforce a forum-selection clause, as it may with other contract provisions, by evincing an intention to do so."). 17 SC-2024-0060; SC-2024-0061 interpreting the FAA); see also Quach v. California Com.

2024See, e.g., Ex parte Spencer, 111 So. 3d 713, 718 (Ala. 2012) ("[A] party may waive its right to enforce a forum-selection clause, as it may with other contract provisions, by evincing an intention to do so."). 17 SC-2024-0060; SC-2024-0061 interpreting the FAA); see also Quach v. California Com.

2017However, if the claim of fraud in the inducement is directed toward the entire contract, the fraud exception to enforcement of the forum-selection clause does not apply ." Ex parte Leasecomm , 879 So.2d at 1159 (emphasis added); see also Ex parte PT Solutions Holdings, LLC , 225 So.3d 37 , 44-45 (Ala. 2016) (explaining that the logic behind considering the validity of the forum-selection clause before analyzing the validity of the contract as a whole is to ensure that the more general claims of contractual fraud will be litigated in accordance with the contractual expectations of the parties i

2016However, if the claim of fraud in the inducement is directéd toward the entire contract, the fraud' exception to enforcement of the forum-selection clause does not apply.” Ex parte Leasecomm Corp., 879 So.2d 1156, 1158-59 (Ala. 2003) (second emphasis, other than on “in the chosen forum,” added).

2016The showing is sufficient where it is clearly established ‘ “(1) that enforcement of the forum selection clause[] would be unfair on the basis that the contract ] [was] affected by fraud, undue influence, or overweening bargaining power or (2) that enforcement would be unreasonable on the basis that the chosen ... forum would be seriously inconvenient for the trial of the action.” ’ Id. at 191 .... ” Ex parte Leasecomm Corp., 886 So.2d at 62-63 (emphasis omitted).

2016A complaining party must cite more than mere distance to warrant negating the forum-selection clause. “ ‘Inconvenience’ sufficient to void a forum-selection clause is present where a ‘trial in that forum would be so gravely difficult and inconvenient that the challenging party would effectively be deprived of his day in court.’” Ex parte Leasecomm Corp., 886 So.2d at 62 -63 (quoting Ex parte Rymer, 860 So.2d 339, 342 (Ala. 2003)).

2025Holdings, LLC, 225 So. 3d 37, 46 (Ala. 2016) (holding that plaintiff who argued that litigating in another state would "spread thin [her] resources" failed to demonstrate inconvenience sufficient to void a forum- selection clause).

2017However, if the claim of fraud in the inducement is directed toward the entire contract, the fraud exception to enforcement of the forum-selection clause does not apply ." Ex parte Leasecomm , 879 So.2d at 1159 (emphasis added); see also Ex parte PT Solutions Holdings, LLC , 225 So.3d 37 , 44-45 (Ala. 2016) (explaining that the logic behind considering the validity of the forum-selection clause before analyzing the validity of the contract as a whole is to ensure that the more general claims of contractual fraud will be litigated in accordance with the contractual expectations of the parties i

2017See Ex parte Soprema, Inc. , 949 So.2d 907 (Ala. 2006) (holding that the plaintiff did not meet the exception to the enforcement of the forum-selection clause where the plaintiff's allegations of fraud related to the agreement generally and were not directed to the forum-selection clause); Ex parte Procom Servs., Inc. , 884 So.2d 827 (Ala. 2003) (holding that because the plaintiff alleged only that he had relied upon fraudulent statements pertaining to his salary when he entered into his employment contract, he failed to clearly establish that enforcement of the forum-selection clause was unfa

2015Citing Ex parte Soprema, Inc., 949 So.2d 907, 913 (Ala.2006), the main opinion in Riverfront I stated: ' “We conclude that Fish Market, the party opposing enforcement of the forum-selection clause, failed to present any evidence below or any argument before this Court ‘ “that enforcement of the [forum-selection] clause would be unfair on the basis that the [lease] ‘“[w]as affected by fraud, undue influence, or overweening bargaining power or ,.. [that] enforcement would be unreasonable on the basis that the selected forum [the Tuscaloosa Circuit Court] would be seriously inconvenient.”””” Rive

2015In response to Fish Market’s complaint, “Riverfront filed a motion to dismiss the declaratory-judgment action on the basis of improper venue or, in the alternative, to transfer the case to the Tuscaloosa Circuit Court, pursuant to the forum-selection clause.” 129 So.3d at 1011 ., Significantly, Fish Market did not file a written response to Riverfront’s motion, nor did Fish Market present any oral argument opposing Riverfront’s motion at a hearing held on Riverfront’s motion.

2015In determining that the forum-selection clause was enforceable, this Court held that Tuscaloosa County was not a “seriously inconvenient” forum. 2 129 So.3d at 1014 . ' Regarding the issue whether the Tuscaloosa Circuit Court was a “seriously inconvenient” forum, Riverfront I noted that Fish Market “did not present any evidence or argument in the [Etowah] [Cjircuit [C]ourt concerning whether the Tuscaloosa Circuit Court would be a ‘seriously inconvenient’ forum” and that, before this Court, “Fish Market ha[d] not presented any argument in opposition to Riverfront's argument” that Tuscaloosa Co

2018Crane & Sons, Inc. v. Malouf Construction Corp. , 953 So.2d 366 , 373 (Ala. 2006), this Court held that "an outbound forum-selection clause raises procedural issues and is governed by the law of the forum jurisdiction-in this case, the law of Alabama." In M/S Bremen v. Zapata Off-Shore Co. , 407 U.S. 1 , 10, 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972), the United States Supreme Court held that, for purposes of federal law, outbound 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." Th

2018Crane & Sons, Inc. v. Malouf Construction Corp. , 953 So.2d 366 , 373 (Ala. 2006), this Court held that "an outbound forum-selection clause raises procedural issues and is governed by the law of the forum jurisdiction-in this case, the law of Alabama." In M/S Bremen v. Zapata Off-Shore Co. , 407 U.S. 1 , 10, 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972), the United States Supreme Court held that, for purposes of federal law, outbound 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." Th

2015Because New Jersey law holds that a forum-selection clause is an independent and sufficient basis for personal jurisdiction, this case is distinguishable from Ex parte Kenco Signs & Awning Division, Inc., 732 So.2d 1019 (Ala.Civ.App.1999), in which this court determined that, under Florida law, a forum-selection clause alone could not confer personal jurisdiction on a Florida court. 732 So.2d at 1024 (citing McRae v. J.D./M.D., Inc., 511 So.2d 540 (Fla.1987)).

2006See Ex parte Kenco Signs Awning Division, Inc. , 732 So.2d 1019 , 1024 (Ala.Civ.App. 1999) (citing McRae v. J.D./M.D., Inc. , 511 So.2d 540 (Fla. 1987)). 4 To be sure, Medical Supplies argued to the trial court that the forum-selection clause was insufficient, without more, to vest the New York court with personal jurisdiction.

2003"A forum-selection clause is also unreasonable if its enforcement would contravene a strong public policy of the forum in which the suit is brought." Id. at 910 .

2003“A forum-selection clause is also unreasonable if its enforcement would contravene a strong public policy of the forum in which the suit is brought.” Id. at 910 .

2018"Because '[i]t is a difficult burden to defeat a forum selection clause[,]' Smith v. Professional Claims, Inc. , 19 F.Supp.2d 1276 , 1282 (M.D.

2018"Because '[i]t is a difficult burden to defeat a forum selection clause[,]' Smith v. Professional Claims, Inc. , 19 F.Supp.2d 1276 , 1282 (M.D.

2018The Bremen Court identified four factors that would invalidate a forum-selection clause: " '(1) its formation was induced by fraud or overreaching; (2) the plaintiff would be deprived of its day in court because of inconvenience or unfairness; (3) the chosen law would deprive the plaintiff of a remedy; or (4) enforcement of the clause would contravene public policy.' *817 Krenkel v. Kerzner Int'l Hotels Ltd. , 579 F.3d [1279] at 1281 [ (11th Cir. 2009) ]." Rucker v. Oasis Legal Fin., L.L.C. , 632 F.3d 1231 , 1236 (11th Cir. 2011).

2018The Bremen Court identified four factors that would invalidate a forum-selection clause: " '(1) its formation was induced by fraud or overreaching; (2) the plaintiff would be deprived of its day in court because of inconvenience or unfairness; (3) the chosen law would deprive the plaintiff of a remedy; or (4) enforcement of the clause would contravene public policy.' *817 Krenkel v. Kerzner Int'l Hotels Ltd. , 579 F.3d [1279] at 1281 [ (11th Cir. 2009) ]." Rucker v. Oasis Legal Fin., L.L.C. , 632 F.3d 1231 , 1236 (11th Cir. 2011).

2003In Ex parte Northern Capital Resource Corp., 751 So.2d 12, 14 (Ala.1999), we set forth five factors a court should consider when determining whether a forum-selection clause is unreasonable: *1133 "(1) Are the parties business entities or businesspersons? (2) What is the subject matter of the contract? (3) Does the chosen forum have any inherent advantages? (4) Should the parties have been able to understand the agreement as it was written? (5) Have extraordinary facts arisen since the agreement was entered that would make the chosen forum seriously inconvenient?" Here, the answers to these qu

2003In Ex parte Northern Capital Resource Corp. , 751 So.2d 12 , 14 (Ala. 1999), we set forth five factors a court should consider when determining whether a forum-selection clause is unreasonable: *Page 1133 "(1) Are the parties business entities or businesspersons? (2) What is the subject matter of the contract? (3) Does the chosen forum have any inherent advantages? (4) Should the parties have been able to understand the agreement as it was written? (5) Have extraordinary facts arisen since the agreement was entered that would make the chosen forum seriously inconvenient?" Here, the answers to

2012Co. v. Whitesell, 670 So.2d 897, 899 (Ala.1995))); In re ADM Investor Servs., Inc., 304 S.W.3d 371, 374 (Tex.2010)(analogizing a party’s waiver of its rights under arbitration agreement by the party’s substantial invocation of the litigation process to a party’s waiver of its rights under a forum-selection clause); Vimar Seguros y Reaseguros, S.A. v. M/V Sky Reefer, 515 U.S. 528 , 548 n. 7, 115 S.Ct. 2322 , 132 L.Ed.2d 462 (1995) (recognizing that “[t]he only ground on which one might distinguish [arbitration and forum-selection] clauses is that another federal statute, the Federal Arbitration

2012Co. v. Whitesell, 670 So.2d 897, 899 (Ala.1995))); In re ADM Investor Servs., Inc., 304 S.W.3d 371, 374 (Tex.2010)(analogizing a party’s waiver of its rights under arbitration agreement by the party’s substantial invocation of the litigation process to a party’s waiver of its rights under a forum-selection clause); Vimar Seguros y Reaseguros, S.A. v. M/V Sky Reefer, 515 U.S. 528 , 548 n. 7, 115 S.Ct. 2322 , 132 L.Ed.2d 462 (1995) (recognizing that “[t]he only ground on which one might distinguish [arbitration and forum-selection] clauses is that another federal statute, the Federal Arbitration

2017See Ex parte Soprema, Inc. , 949 So.2d 907 (Ala. 2006) (holding that the plaintiff did not meet the exception to the enforcement of the forum-selection clause where the plaintiff's allegations of fraud related to the agreement generally and were not directed to the forum-selection clause); Ex parte Procom Servs., Inc. , 884 So.2d 827 (Ala. 2003) (holding that because the plaintiff alleged only that he had relied upon fraudulent statements pertaining to his salary when he entered into his employment contract, he failed to clearly establish that enforcement of the forum-selection clause was unfa

2017See Ex parte Soprema, Inc. , 949 So.2d 907 (Ala. 2006) (holding that the plaintiff did not meet the exception to the enforcement of the forum-selection clause where the plaintiff's allegations of fraud related to the agreement generally and were not directed to the forum-selection clause); Ex parte Procom Servs., Inc. , 884 So.2d 827 (Ala. 2003) (holding that because the plaintiff alleged only that he had relied upon fraudulent statements pertaining to his salary when he entered into his employment contract, he failed to clearly establish that enforcement of the forum-selection clause was unfa

2015Because New Jersey law holds that a forum-selection clause is an independent and sufficient basis for personal jurisdiction, this case is distinguishable from Ex parte Kenco Signs & Awning Division, Inc., 732 So.2d 1019 (Ala.Civ.App.1999), in which this court determined that, under Florida law, a forum-selection clause alone could not confer personal jurisdiction on a Florida court. 732 So.2d at 1024 (citing McRae v. J.D./M.D., Inc., 511 So.2d 540 (Fla.1987)).

2015Because New Jersey law holds that a forum-selection clause is an independent and sufficient basis for personal jurisdiction, this case is distinguishable from Ex parte Kenco Signs & Awning Division, Inc., 732 So.2d 1019 (Ala.Civ.App.1999), in which this court determined that, under Florida law, a forum-selection clause alone could not confer personal jurisdiction on a Florida court. 732 So.2d at 1024 (citing McRae v. J.D./M.D., Inc., 511 So.2d 540 (Fla.1987)).