forum selection clause in North Carolina

2023The Court held that 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.” The Court further held that the forum selection clause in the contract should be enforced “absent a strong showing that it should be set aside . . . [, a] show[ing] that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” Additionally, the Court held that a forum selection clause should be invalid if enforcement would “contravene a strong pu

2023The Court held that 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.” The Court further held that the forum selection clause in the contract should be enforced “absent a strong showing that it should be set aside . . . [, a] show[ing] that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” Additionally, the Court held that a forum selection clause should be invalid if enforcement would “contravene a strong pu

2022“The test for abuse of discretion requires the 5 This Court has recognized “a forum selection clause designates the venue and therefore a motion to dismiss for improper venue pursuant to Rule 12(b)(3) would be most applicable.” Hickox v. R&G Group Int’l, 161 N.C.

2022“The motion should accordingly be treated as one to remove the action, not dismiss it.” Id. (citing Coats v. Hospital, 264 N.C. 332 , 141 S.E. 2d 490 (1965)). 6 The standard for reviewing “a trial court’s interpretation of a forum selection clause is an issue of law that is reviewed de novo.” US Chem.

2023The Court held that 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.” The Court further held that the forum selection clause in the contract should be enforced “absent a strong showing that it should be set aside . . . [, a] show[ing] that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” Additionally, the Court held that a forum selection clause should be invalid if enforcement would “contravene a strong pu

2023The Court held that 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.” The Court further held that the forum selection clause in the contract should be enforced “absent a strong showing that it should be set aside . . . [, a] show[ing] that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” Additionally, the Court held that a forum selection clause should be invalid if enforcement would “contravene a strong pu

2017App. 773, 776 , 501 S.E.2d 353, 355 (1998) (holding that the trial court’s denial of a defendant’s motion to dismiss based on a forum selection clause was appealable).

2017App. ----, ----, 800 S.E.2d 716 , 719 (2017) ("[T]he validity of a forum selection clause constitutes a substantial right." (citing Cox v. Dine-A-Mate, Inc. , 129 N.C.

2020App. 401, 407 , 553 S.E.2d 84, 88 (2001) (“The forum selection clause should be read to be triggered only when a court is needed to intervene for those judicial matters that arise from arbitration and when the parties have agreed to take a particular dispute to court instead of resolving it by arbitration.”); see also Tomaszewski v. St.

2020App. 401, 407 , 553 S.E.2d 84, 88 (2001) (“The forum selection clause should be read to be triggered only when a court is needed to intervene for those judicial matters that arise from arbitration and when the parties have agreed to take a particular dispute to court instead of resolving it by arbitration.”); see also Tomaszewski v. St.

2022App. 378, 382 , 800 S.E.2d 716, 720 (2017) (“A trial court’s interpretation of a forum selection clause is an issue of law that is reviewed de novo.”).

2022App. 378, 382 , 800 S.E.2d 716, 720 (2017) (“A trial court’s interpretation of a forum selection clause is an issue of law that is reviewed de novo.”).

2017Stat. § 22B-3 does not apply to the forum selection clause in the instant agreement.” Id. at 187, 606 S.E.2d at 733 .

2017Stat. § 22B-3 does not apply to the forum selection clause in the instant agreement." Id. at 187, 606 S.E.2d at 733 .

2013In summary, “a forum selection clause designates the venue, a consent to jurisdiction clause waives personal jurisdiction and venue, and a choice of law clause designates the law to be applied.” Corbin Russwin, Inc. v. Alexander’s Hardware, Inc., 147 N.C.

2002App. 722, 726-27 , 556 S.E.2d 592, 596 (2001) (“To summarize, a forum selection clause designates the venue, a consent to jurisdiction clause waives personal jurisdiction and venue, and a choice of law clause designates the law to be applied.”).

2017Under our choice-of-law principles, "the interpretation of a contract is governed by the law of the place where the contract was made." Tanglewood Land Co. v. Byrd , 299 N.C. 260 , 262, 261 S.E.2d 655 , 656 (1980).

2017Under our choice-of-law principles, "the interpretation of a contract is governed by the law of the place where the contract was made." Tanglewood Land Co. v. Byrd , 299 N.C. 260 , 262, 261 S.E.2d 655 , 656 (1980).

2022“The test for abuse of discretion requires the reviewing court to determine whether a decision ‘is manifestly unsupported by reason,’ or ‘so arbitrary that it could not have been the result of a reasoned decision.’ ” State v. Locklear, 331 N.C. 239, 248 , 415 S.E.2d 726, 732 (1992) (quoting Little v. Penn Ventilator Co., 317 N.C. 206, 218 , 345 S.E.2d 204, 212 (1986)). ¶ 44 Defendant’s loan agreement contained a forum selection clause, designating South Carolina as the venue in which Plaintiff may bring suit.

2022“The test for abuse of discretion requires the reviewing court to determine whether a decision ‘is manifestly unsupported by reason,’ or ‘so arbitrary that it could not have been the result of a reasoned decision.’ ” State v. Locklear, 331 N.C. 239, 248 , 415 S.E.2d 726, 732 (1992) (quoting Little v. Penn Ventilator Co., 317 N.C. 206, 218 , 345 S.E.2d 204, 212 (1986)). ¶ 44 Defendant’s loan agreement contained a forum selection clause, designating South Carolina as the venue in which Plaintiff may bring suit.

2022App. 107 , 2021-NCCOA-436, ¶ 19 (unpublished). ¶ 36 Generally, our Court reviews a trial court’s order denying a motion to dismiss for improper venue in cases involving a forum selection clause under the abuse of discretion standard.6 SED Holding, LLC v. 3 Star Props., LLC, 246 N.C.

2022App. 107 , 2021-NCCOA-436, ¶ 19 (unpublished). ¶ 36 Generally, our Court reviews a trial court’s order denying a motion to dismiss for improper venue in cases involving a forum selection clause under the abuse of discretion standard.6 SED Holding, LLC v. 3 Star Props., LLC, 246 N.C.

2022“The test for abuse of discretion requires the reviewing court to determine whether a decision ‘is manifestly unsupported by reason,’ or ‘so arbitrary that it could not have been the result of a reasoned decision.’ ” State v. Locklear, 331 N.C. 239, 248 , 415 S.E.2d 726, 732 (1992) (quoting Little v. Penn Ventilator Co., 317 N.C. 206, 218 , 345 S.E.2d 204, 212 (1986)). ¶ 44 Defendant’s loan agreement contained a forum selection clause, designating South Carolina as the venue in which Plaintiff may bring suit.

2022“The test for abuse of discretion requires the reviewing court to determine whether a decision ‘is manifestly unsupported by reason,’ or ‘so arbitrary that it could not have been the result of a reasoned decision.’ ” State v. Locklear, 331 N.C. 239, 248 , 415 S.E.2d 726, 732 (1992) (quoting Little v. Penn Ventilator Co., 317 N.C. 206, 218 , 345 S.E.2d 204, 212 (1986)). ¶ 44 Defendant’s loan agreement contained a forum selection clause, designating South Carolina as the venue in which Plaintiff may bring suit.

2016Based upon United States Supreme Court precedent, Texas and North Carolina will refuse to enforce a forum selection clause if a challenging party 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." Id. at 231-232 ; see *632 M/S Bremen v. Zapata Off-Shore Co., 407 U.S. at 15 , 92 S.Ct. 1907 ; see Parson v. Oasis Legal Finance, LLC, 214 N.C.App. 125

2016Based upon United States Supreme Court precedent, Texas and North Carolina will refuse to enforce a forum selection clause if a challenging party 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." Id. at 231-232 ; see *632 M/S Bremen v. Zapata Off-Shore Co., 407 U.S. at 15 , 92 S.Ct. 1907 ; see Parson v. Oasis Legal Finance, LLC, 214 N.C.App. 125

2011App. at 568 , 566 S.E.2d at 162 . {30} Here, the forum selection clause provides that “[a]ny dispute or other legal action concerning this Agreement, including any arbitration or litigation proceedings shall be conducted in Wayne County, Michigan unless the Arbitrators identify a more suitable and agreeable venue and the Members consent to the Jurisdiction and venue of any State or Federal Court located therein.” (Current Operating Agreement A-24.) While the word “shall” indicates that the proceedings are to be conducted in Wayne County, Michigan, it does not say that this is the only venue wh

2011App. at 568 , 566 S.E.2d at 162 . {31} In a case similar to the one before this Court, the North Carolina Court of Appeals was presented with a forum selection clause which recited that “any dispute arising from or relating to this Agreement shall be subject to adjudication by a court of competent jurisdiction in the State of Michigan unless otherwise agreed upon by the [p]arties.” Akima Corp., No. COA06-112, 2006 N.C.

2023“And, whatever the standard of review, ‘an error of law is an abuse of discretion.’ ” Id. (quoting Da Silva v. WakeMed, 375 N.C. 1 , 5 n.2, 846 S.E.2d 634 , 638 (2020)); cf. LendingTree, LLC , 228 N.C.

2014See LendingTree v. Anderson, 747 S.E.2d 292, 296 (N.C.

2017Sony Ericsson Mobile Commc’ns USA, Inc. v. Agere Sys., Inc., 195 N.C.

2017Sony Ericsson Mobile Commc'ns USA, Inc. v. Agere Sys., Inc. , 195 N.C.App. 577 , 579, 672 S.E.2d 763 , 765 (2009).

2016In re Lyon Financial Services, Inc., 257 S.W.3d 228 (Tex.2008) (per curiam).

2016Based upon United States Supreme Court precedent, Texas and North Carolina will refuse to enforce a forum selection clause if a challenging party 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." Id. at 231-232 ; see *632 M/S Bremen v. Zapata Off-Shore Co., 407 U.S. at 15 , 92 S.Ct. 1907 ; see Parson v. Oasis Legal Finance, LLC, 214 N.C.App. 125

2014App. 401, 406 , 553 S.E.2d 84, 87 (2001) (internal quotations omitted) (determining that an arbitration provision and a forum selection clause did not inherently conflict) (citing Davis v. Frazier, 150 N.C. 447, 451 , 64 S.E. 200 , 201–02 (1909)). {31} While Defendants correctly contend that the “Sale Price” necessary to calculate the commission under Paragraph 10(A) is zero, the “minimum commission” is not to be calculated as a percentage of the “Sale Price.” Paragraph 10(B) states simply that “[i]n no event shall the commission payable to Broker be less than $125,000 (minimum commission).” (

2014App. 401, 406 , 553 S.E.2d 84, 87 (2001) (internal quotations omitted) (determining that an arbitration provision and a forum selection clause did not inherently conflict) (citing Davis v. Frazier, 150 N.C. 447, 451 , 64 S.E. 200 , 201–02 (1909)). {31} While Defendants correctly contend that the “Sale Price” necessary to calculate the commission under Paragraph 10(A) is zero, the “minimum commission” is not to be calculated as a percentage of the “Sale Price.” Paragraph 10(B) states simply that “[i]n no event shall the commission payable to Broker be less than $125,000 (minimum commission).” (

1992The court held that the plaintiff, who did not contend that the clause at issue was the product of fraud or unequal bargaining power, had failed to establish that enforcement of the forum selection clause would be "unfair or unreasonable." Id. at 343 , 397 S.E.2d at 808 .

1992The court held that the plaintiff, who did not contend that the clause at issue was the product of fraud or unequal bargaining power, had failed to establish that enforcement of the forum selection clause would be "unfair or unreasonable." Id. at 343 , 397 S.E.2d at 808 .

2025Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Lauer, 49 F.3d 323, 327 (7th Cir. 1995).

2025See also Aspen Spa Props., LLC v. Int’l Design Concepts, LLC, 527 F.Supp.2d 469, 473 (2007) (holding plaintiff had correctly conceded FAA preempts Section 22B-3 and accordingly there were “no state- law grounds for revoking the forum-selection clause” placing arbitration in King County, Washington).

2023See Smith Jamison Constr., 257 N.C.

2023App. at 721 , 811 S.E.2d at 640 . * * * * Thus, as a matter of law, on the facts and allegations of this case, Plaintiffs— as non-signatories to the Vacation Rental Agreement—may not be bound by the forum-selection clause contained in the Vacation Rental Agreement as third-party beneficiaries or by equitable estoppel.