forum selection clause in Pennsylvania

2021In light of the principles set forth in Youngdahl, this Court has stated that a forum selection clause is presumptively valid and will be deemed unenforceable only when 1) the clause itself was induced by fraud or overreaching; 2) the forum selected in the clause is so unfair or inconvenient that a party, for all practical purposes, will be deprived of an opportunity to be heard; or 3) the clause is found to violate public policy. ____________________________________________ Development Associates, L.P. v. Conestoga Bank, 161 A.3d 302, 310 (Pa. Super. 2017) (citing relevant legal standards rel

2019Co. v. Hydraroll, Ltd., 759 A.2d 926, 931-32 (Pa. Super. 2000) (where this Court disagreed with the trial court that the plaintiff’s tort claims arose from or were related to the parties’ contract simply because “absent the contract, all counts would fail.”); Autochoice Unlimited, Inc. v. Avangard Auto Finance, Inc., 9 A.3d 1207, 1212-13 (Pa. Super. 2010) (where this Court discussed the “gist of the action” doctrine and concluded - 12 - J-S71018-18 that a forum selection clause contained in a contract was applicable because the success of the plaintiff’s tort claims were dependent upon its pro

2021Appellants assert that “[i]mposing [Rule 1006 and Rule 2179] to overrule [the] contractual venue clause [of the subject agreement] goes against the [rule of law] set forth [in Central Contracting, supra.]” Id. at 26. ____________________________________________ 3 Under the agreement with Dental Associates, Appellants were considered “an independent contractor providing orthodontic services for [Dental Associates’] dental practice.” See Complaint, 11/23/19, at ¶18 and Exhibit A. -6- J-A05001-21 In sustaining Dental Associates’ preliminary objections on the grounds that venue in Philadelphia Cou

2021See Central Contracting, 209 A.2d at 816 (holding, that a court must only look at the reasonableness of the forum selection clause when determining whether to enforce the terms of the - 12 - J-A05001-21 clause).

2021In light of the principles set forth in Youngdahl, this Court has stated that a forum selection clause is presumptively valid and will be deemed unenforceable only when 1) the clause itself was induced by fraud or overreaching; 2) the forum selected in the clause is so unfair or inconvenient that a party, for all practical purposes, will be deprived of an opportunity to be heard; or 3) the clause is found to violate public policy. ____________________________________________ Development Associates, L.P. v. Conestoga Bank, 161 A.3d 302, 310 (Pa. Super. 2017) (citing relevant legal standards rel

2020In addition, the Olsons responded to Eurofins’ argument that the forum selection clause is presumptively valid by arguing that such a clause is unenforceable when “‘1) the clause itself was induced by fraud or overreaching; 2) the forum selected in the clause is so unfair or inconvenient that a party, for all practical purposes, will be deprived of an opportunity to be heard; or 3) the clause is found to violate public policy.’” Id. at 14, - 11 - J-A13038-20 quoting Patriot Commercial, 915 A.2d at 651 .

2021In O’Hara, we found persuasive the United States Supreme Court decision of Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585 (1991), wherein the High Court gave legal force to a forum selection clause in a contract for a cruise ticket bought by the plaintiffs, residents of Washington state, from a Florida-based corporation.

2010See generally Carnival Cruise Lines v. Shute, 499 U.S. 585 , 111 S.Ct. 1522 , 113 L.Ed.2d 622 (1991) (upholding a forum-selection clause in an adhesion contract for a pleasure cruise).

2013Co. v. Hydraroll, Ltd., 759 A.2d 926, 930-931 (Pa.Super.2000) (holding that a forum selection clause requiring venue in the United Kingdom was unreasonable); Churchill Corp. v. Third Century, Inc., 396 Pa.Super. 314 , 578 A.2d 532, 536 (1990) (concluding forum selection clause establishing venue in Morbley, Missouri was unreasonable, in part because it “would seriously impair [the defendants’] ability to pursue their defenses[ ]”), appeal denied, 527 Pa. 628 , 592 A.2d 1296 (1991).

2013Co. v. Hydraroll, Ltd., 759 A.2d 926, 930-931 (Pa.Super.2000) (holding that a forum selection clause requiring venue in the United Kingdom was unreasonable); Churchill Corp. v. Third Century, Inc., 396 Pa.Super. 314 , 578 A.2d 532, 536 (1990) (concluding forum selection clause establishing venue in Morbley, Missouri was unreasonable, in part because it “would seriously impair [the defendants’] ability to pursue their defenses[ ]”), appeal denied, 527 Pa. 628 , 592 A.2d 1296 (1991).

2020Further, citing Morgan Trailer Manufacturing Co. v. Hydraroll Ltd., 759 A.2d 926 (Pa. Super. 2000), where this Court refused to uphold a forum selection clause that would “seriously impair” a party’s participation in the litigation due to an “extreme distance of the forum,” the Olsons argued that the distance between southeastern Pennsylvania and central Iowa is extreme for them because they are in their eighties, and have health concerns and travel restrictions.

2019Co. v. Hydraroll, Ltd., 759 A.2d 926, 931-32 (Pa. Super. 2000) (where this Court disagreed with the trial court that the plaintiff’s tort claims arose from or were related to the parties’ contract simply because “absent the contract, all counts would fail.”); Autochoice Unlimited, Inc. v. Avangard Auto Finance, Inc., 9 A.3d 1207, 1212-13 (Pa. Super. 2010) (where this Court discussed the “gist of the action” doctrine and concluded - 12 - J-S71018-18 that a forum selection clause contained in a contract was applicable because the success of the plaintiff’s tort claims were dependent upon its pro

2026“A forum selection clause in a contractual provision limits the place or court in which an action may be brought.” Id. (citation omitted).

2014Acceptance Corp., 78 A.3d at 631 (determining that clause “select[ing] a forum of any court in any location” was not a forum selection clause -8- J-A25022-14 circumventing procedural venue rules “as this would amount to selecting no forum at all”).

2007Liberty Bank, supra at 315 , citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972). 5 ¶ 14 In Liberty Bank, the Iowa Court of Appeals relied on the definition of unreasonable laid out by the Supreme Court for adjudicating the validity of forum selection clauses: A forum selection clause should control absent a strong showing that it should be set aside.

2007Liberty Bank, supra at 315 , citing M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972). 5 ¶ 14 In Liberty Bank, the Iowa Court of Appeals relied on the definition of unreasonable laid out by the Supreme Court for adjudicating the validity of forum selection clauses: A forum selection clause should control absent a strong showing that it should be set aside.

2000In Crescent Int’l, Inc., the forum selection clause read: “ ‘any litigation upon any of [its] terms _ shall be maintained’ in a state or federal court in Miami, Florida.” Crescent Int’l, Inc., 857 F.2d at 944 (omission in original).

2000There, the Third Circuit held that “pleading alternate non-contractual theories is not alone enough to avoid a forum selection clause if the claims asserted arise out of the contractual relation and implicate the contract’s terms.” Id.

2021Luke’s Hosp., 873 A.2d 728, 729-30 (Pa. Super. 2005) (internal citations and quotation marks omitted). ____________________________________________ 4 Specifically, in Erie’s preliminary objections, it stated that, had Ion Construction, Inc., elected UIM benefits, a forum selection clause would have provided that Appellant must bring suit in a court of competent jurisdiction in the county and state of Ion Construction, Inc.’s legal domicile at the time of the accident, which was Bucks County.

2021Luke’s Hosp., 873 A.2d 728, 729-30 (Pa. Super. 2005) (internal citations and quotation marks omitted). ____________________________________________ 4 Specifically, in Erie’s preliminary objections, it stated that, had Ion Construction, Inc., elected UIM benefits, a forum selection clause would have provided that Appellant must bring suit in a court of competent jurisdiction in the county and state of Ion Construction, Inc.’s legal domicile at the time of the accident, which was Bucks County.

2021See, e.g., Efford v. Jockey Club, 796 A.2d 370, 374 (Pa. Super. 2002) (noting that decisions of the federal district courts are not binding on Pennsylvania courts) (citation omitted). -5- J-A26006-20 contained in the original policy, would have had a forum selection clause requiring Appellant to file suit in Bucks County.

2021See, e.g., Efford v. Jockey Club, 796 A.2d 370, 374 (Pa. Super. 2002) (noting that decisions of the federal district courts are not binding on Pennsylvania courts) (citation omitted). -5- J-A26006-20 contained in the original policy, would have had a forum selection clause requiring Appellant to file suit in Bucks County.

2021See In re M.Z.T.M.W., 163 A.3d 462, 465 (Pa. Super. 2017) (“It is well-settled that this Court will not review a claim unless it is developed in the argument section of an appellant’s brief, and supported by citations to relevant authority.”) (citations omitted). - 10 - J-A26006-20 his brief.” Young v. S.B.

2021See In re M.Z.T.M.W., 163 A.3d 462, 465 (Pa. Super. 2017) (“It is well-settled that this Court will not review a claim unless it is developed in the argument section of an appellant’s brief, and supported by citations to relevant authority.”) (citations omitted). - 10 - J-A26006-20 his brief.” Young v. S.B.

2015See A.D. v. M.A.B., 989 A.2d 32, 37-38 (Pa.Super. 2010) (the parties’ forum selection clause choosing Pennsylvania was outweighed by an evaluation of each Section 5427 factor which favored the State of Michigan).

2014The trial court denied relief and held, relying upon our decision in A.D. v. M.A.B., 989 A.2d 32 (Pa.Super.2010), that a forum selection clause precludes a party from challenging jurisdiction under section 5422.

2015Our conclusion is also consistent with the law of this Commonwealth that an “agreement of the parties will [not] confer jurisdiction where it otherwise would not exist.” In re Estate of Cantor, 424 Pa.Super. 24 , 621 A.2d 1021, 1022 (1993) (citation omitted); Transp.

2015Our conclusion is also consistent with the law of this Commonwealth that an “agreement of the parties will [not] confer jurisdiction where it otherwise would not exist.” In re Estate of Cantor, 424 Pa.Super. 24 , 621 A.2d 1021, 1022 (1993) (citation omitted); Transp.

2007EFCO v. Norman Highway Constr., 606 N.W.2d 297, 299 (Iowa 2000), citing National Equipment Rental, Ltd. v. Szukhent, 375 U.S. 311, 315-316 , 84 S.Ct. 411 , 11 L.Ed.2d 354 (1964) (“[T]he Supreme Court has held, ‘it is settled ... that parties to a contract may agree in advance to submit to the jurisdiction of a given court, to permit notice to be served by the opposing party, or even to waive notice altogether.”). 4 ¶ 13 Under Iowa law once a plaintiff, in this case appellee, is able to establish the presumption of jurisdiction by invoking a forum selection clause, the burden shifts to the defe

2007EFCO v. Norman Highway Constr., 606 N.W.2d 297, 299 (Iowa 2000), citing National Equipment Rental, Ltd. v. Szukhent, 375 U.S. 311, 315-316 , 84 S.Ct. 411 , 11 L.Ed.2d 354 (1964) (“[T]he Supreme Court has held, ‘it is settled ... that parties to a contract may agree in advance to submit to the jurisdiction of a given court, to permit notice to be served by the opposing party, or even to waive notice altogether.”). 4 ¶ 13 Under Iowa law once a plaintiff, in this case appellee, is able to establish the presumption of jurisdiction by invoking a forum selection clause, the burden shifts to the defe

2021Group, 984 A.2d 938, 942-43 (Pa. Super. 2009), in which this Court addressed, inter alia, the validity of a forum selection clause providing that the insured’s suit must be brought in the county of the insured’s legal domicile at the time of the accident.

2021Id. at 942-43 .

2016Id., 772 A.2d at 1023 .

2016Id., 772 A.2d at 1023 .

2015Recently, in S.K.C. v. J.L.C., 94 A.3d 402, 409-410 (Pa.Super. 2014), this court discussed forum selection clauses and Section 5427: Although in adopting section 5427 the General Assembly has declared that a forum selection clause is one of eight factors to be considered when determining if a forum is inconvenient, we discern no basis within the legislative scheme of the UCCJEA upon which we could conclude that a forum selection clause may be regarded as dispositive in establishing jurisdiction under section 5422.

2015In relation to the fifth factor, we noted in S.K.C., supra, at 416 , that “under the plain terms of the statute, the existence of the forum selection clause weighed in favor of the trial court exercising its jurisdiction over this matter.” Thus, this aspect of Mother’s challenge fails. ____________________________________________ 9 Mother agrees with the trial court’s finding that the first factor is inapplicable and deemed the eighth factor, the court’s familiarity with the case, neutral because the trial court had never been required to perform a best interest analysis.

2001See Cres cent Int’l, Inc. v. Avatar Communities, Inc., 857 F.2d 943 (3d Cir.1988); John Wyeth & Brother Ltd. v. Cigna Int’l Corp., 119 F.3d 1070 (3d Cir.1997); and Hensel v. Terra Nova Ins.

2000In John Wyeth the forum selection clause read: “This Agreement shall be governed by and construed in accordance with English law, and the English Courts shall have exclusive jurisdiction in relation to any dispute arising under or out of or in relation to this Agreement.” John Wyeth, 119 F.3d at 1072 .

2025See Johnson, 594 A.2d at 298 (“An injured person who makes a claim for uninsured motorist benefits under a policy to which he is not a signatory is in the category of a third party beneficiary.

2025See Coulter v. Ramsden, 94 A.3d 1080, 1088 (Pa. Super. 2014) (“The Rules of Appellate Procedure state unequivocally that each question an appellant raises is to be supported by discussion and analysis of pertinent authority.”) (cleaned up).

2022“Personal jurisdiction is a court’s power to bring a person into its adjudicative process.” Grimm v. Grimm, 149 A.3d 77, 83 (Pa. Super. 2016) (citation omitted).

2022See Johnson, 121 A.3d at 1060 .

2021See id. at 815-16 (quoting In Rea’s Appeal, 13 W.N.C. 546 (1883), which refused to give effect to a forum selection clause, “holding that, ‘when in a proper case the parties are served, and brought before a competent tribunal,’ it would be contrary to public policy to allow an agreement made in advance of the dispute to oust said tribunal’s ‘jurisdiction.’”); accord Healy v. Eastern Building and Loan Association, 17 Pa. Super. 385, 392 (Pa. Super. 1901).5 In this matter, while the Termination Agreement was executed after Mr. Werner’s fall at the 1281 King Road property, the Agreement was final

2021Autochoice Unlimited, 9 A.3d at 1211 ; see also McIlwain v. Saber Healthcare Group, Inc., LLC, 208 A.3d 478, 485 (Pa. Super. 2019). “[W]hen a written contract is clear and unequivocal, its meaning must be determined by its contents alone.” Lesko v. Frankford Hospital-Bucks County, 15 A.3d 337, 342 (Pa. 2011) (citation omitted).

2021Autochoice Unlimited, 9 A.3d at 1211 ; see also McIlwain v. Saber Healthcare Group, Inc., LLC, 208 A.3d 478, 485 (Pa. Super. 2019). “[W]hen a written contract is clear and unequivocal, its meaning must be determined by its contents alone.” Lesko v. Frankford Hospital-Bucks County, 15 A.3d 337, 342 (Pa. 2011) (citation omitted).

2021In light of the principles set forth in Youngdahl, this Court has stated that a forum selection clause is presumptively valid and will be deemed unenforceable only when 1) the clause itself was induced by fraud or overreaching; 2) the forum selected in the clause is so unfair or inconvenient that a party, for all practical purposes, will be deprived of an opportunity to be heard; or 3) the clause is found to violate public policy. ____________________________________________ Development Associates, L.P. v. Conestoga Bank, 161 A.3d 302, 310 (Pa. Super. 2017) (citing relevant legal standards rel