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Since Erie Railroad Company v. Tompkins, the U.S. Supreme Court has recognized that federal courts should generally follow state law if not doing so would significantly affect the outcome of the case. This principle suggests that federal courts should apply state law to determine the enforceability of forum selection clauses. Although seemingly mundane, these clauses can make or break a lawsuit. If a clause is enforced, the suit must be filed in a different location. This change in location affects the procedures that will be applied, the substantive law, and the overall cost of litigation. In extreme cases, enforcing a forum selection clause may lead the plaintiff to abandon the case altogether. Although these clauses are critically important, and although they frequently have a major impact on a case, the federal courts do not follow state law to determine whether they should be enforced. Instead, they apply federal common law. In this Article, we illustrate the real-world consequences of this decision. We draw upon a hand-collected dataset of hundreds of state and federal court decisions to show that federal courts sitting in diversity enforce forum selection clauses at a higher rate than state courts in virtually every state and every federal circuit. This divergence presents obvious opportunities for forum shopping between state and federal courts in the same state. And yet the federal courts continue to apply federal law to determine the enforceability of these clauses. The solution to this problem, we argue, is simple. Federal courts should apply state law to determine whether a forum selection clause is enforceable. [ABSTRACT FROM AUTHOR]

The article discusses several court cases involving dispute among parties over leases in relation to the Uniform Commercial Code (UCC) in the U.S. Some of these cases include Butcher v. Ward which focused on vicarious liability, Avila v. Relocation Express LLC which highlighted the forum selection clause in an equipment lease, and Sandstone Springs LLC v. Virag Distribution LLC which focused on the rights of assignees.

The article proposes a contractual approach to choice of law rules for forum selection clauses. Topics discussed are application of forum law in Anglo-American courts and literature and to questions of validity and interpretation of forum selection clauses, difficulty to anticipate which law will be applied to forum selection clause, application of the procedural and jurisdictional characteristics of forum selection clauses in civil law thinking, and effect of overriding mandatory provisions.

In Atlantic Marine Construction Company v. United States District Court, the Supreme Court held that a "contractually valid" forum selection clause should be enforced by federal courts absent extraordinary circumstances. Unfortunately, the Court provided no guidance on how to assess whether a clause is "contractually valid." This Article fills the gap. It argues that the answer to this question turns on three separate inquiries. First, a court should determine whether the forum selection clause is valid. Second, the court should interpret the forum selection clause to determine whether it is exclusive and applies to the claims asserted. Third, the court should evaluate whether the forum selection clause is enforceable. Until each of these inquiries is complete, it is impossible to know whether a clause is "contractually valid" as that term is used in Atlantic Marine. The third inquiry--relating to enforceability--is arguably the most complex. In an attempt to demystify it, the Article draws upon an original, hand-collected dataset of 658 federal cases decided after Atlantic Marine to evaluate how the federal courts resolve cases where one party challenges the enforceability of a forum selection clause. The cases in this dataset show that forum selection clauses are enforced roughly eighty-eight percent of the time. They also show that federal courts are reluctant to strike down forum selection clauses for being unreasonable. This reluctance, combined with other doctrinal innovations that favor the enforcement of these clauses, means that the current legal regime overwhelmingly and unduly favors the large corporations that write forum selection clauses into their agreements with customers and employees. In an attempt to address this imbalance, the Article urges the lower federal courts to adopt a number of specific reforms--none of which requires intervention by Congress or the Supreme Court--that would help to level the playing field. [ABSTRACT FROM AUTHOR]

The article presents a survey of case law developments on equipment leases, personal property financings and third party rights or interests under the Uniform Commercial Code (UCC). The cases covered include lease damages in AVT New Jersey LP v. Cubitac Corp., vicarious liability in Nelson v. Centerline Car Rentals Inc., forum selection clause in Gehrmann v. Knight-Swift Transportation Holdings Inc., and hell-or-high-water clause in Prospect ECHN Inc. v. Winthrop Resources Corp.

When a party breaches a forum selection clause, a court will normally dismiss the action, therefore forcing the breaching party to re‐file in the appropriate forum, or the court will transfer the proceedings to the chosen court. Either way, the nonbreaching party appears to have gotten what he wanted: litigation to proceed before the designated court. However, to get there, the nonbreaching party had to outlay significant expenditures in the form of attorneys' fees. Are these attorneys' fees recoverable as damages? Should they be? This Article argues that attorneys' fees associated with remedying a breach of a forum selection clause should be recoverable as damages flowing from the breach. Without the prospect of having to pay damages, the breaching party would be permitted to breach a forum selection clause with impunity. In other words, there is no downside to breaching a forum selection clause. Best case scenario, the non‐designated court retains jurisdiction; worst case scenario, the breaching party is "sent" to the contractually‐designated forum. Awarding attorneys' fees for breach of a forum selection clause does not run afoul of the American Rule, which requires each side to bear their own costs and attorneys' fees. This is because attorneys' fees for breach of a forum selection clause are a measure of direct damages—and not consequential damages—and therefore do not implicate the American Rule. [ABSTRACT FROM AUTHOR]

The article presents several judicial decisions of interest to mergers and acquisitions practitioners in the U.S. as of June 2021. Topics discussed include the case In re Anthem-Cigna Merger Litigation on the damages entitlement of parties in light of breaches of pre-closing covenants, the issue of application of non-California forum selection clauses in Handoush v. Lease Finance Group LLC, and the stockholders agreement provision in Manti Holdings LLC v. Authentix Acquisition Co.

Recent cases highlight two persistent problems in United States litigation: the frequency with which parties seek to validate an otherwise unenforceable provision through a choice-of-law clause, and the disparate results courts have reached in such cases. These problems, while not wholly new, have recently become more troublesome and widespread. Courts, however, have not grown more consistent in their approach to them. On the contrary, they increasingly reach varied results on highly similar facts, resulting in endless legal uncertainty, forum shopping, and doubts about judicial impartiality. These effects are all the more problematic because, as most conflicts scholars would agree, parties should not be allowed to choose a jurisdiction's law solely for the purpose of validating a contested contractual provision; indeed, permitting them to do so is at odds with most purposes of contractual choice-of-law enforcement. For this reason, this Article proposes that, rather than fall back on complicated public policy exceptions to contractual choice of law, courts should instead identify and refuse to apply choice-of-law clauses that are adopted for the purpose of making a separate contractual provision enforceable. This Article refers to such clauses as "substance-targeted." Courts typically do not distinguish between targeted and non-targeted choice-of-law clauses. As a result, targeted clauses are often treated as if they represent an ordinary instance of allowing contracting parties the autonomy to choose the law applicable to their dispute. Yet they involve meaningfully different considerations, both because of the reasons that parties choose to include them and because of their ultimate effects. Unlike conventional choice-of-law clauses, substance-targeted clauses are neither aimed at achieving predictability nor likely to result in it. Their frequent use encourages litigation, disadvantages weaker parties, and fosters fear about resultsoriented reasoning when their enforceability is tested. These pernicious effects call for a fundamentally different approach to choice-of-law analyses. [ABSTRACT FROM AUTHOR]

The article discusses the reasons why providing mandatory arbitration bylaws to address federal securities law disputes violates state corporate law in the U.S. Other topics include the limits of forum selection bylaws, the importance of the mechanics of corporate class actions to corporations, stockholders and academics, and the issue of whether federal securities transactions are part of the internal affairs of corporations.

The article focuses on brief history of third-party litigation finance (TPLF) to frame the current debate and concludes with a word about the place of choice-of-law and forum selection provisions in TPLF agreements. It mentions case law to show that choice-of-law and forum selection clauses are no protection for litigation funders. It also mentions way forward for TPLF, offering both normative and practical solutions to the dilemma.

The article focuses on judicial law discusses several key legal decisions and developments in the eight Circuit. It touches on various aspects of civil litigation, including appellate jurisdiction, personal jurisdiction, expert witness testimony, motion to disqualify judges, forum selection clauses, and sealing of court documents. It provides insights into how the courts have handled these issues and their impact on legal proceedings.

Many contracts that contain a forum selection clause also contain a choice of law clause. This raises the issue of whether to apply the parties' chosen law to questions of forum selection clause interpretation, such as whether the clause is mandatory or permissive and how far the scope of the clause extends. The recent trend has been for courts to apply the law selected by the parties in their choice of law clause to govern these interpretation issues. This Article argues that the law has gone in the wrong direction and that courts should apply forum law to questions of forum selection clause interpretation. This Article challenges each of the stated rationales in favor of applying the parties' chosen law to interpret a forum selection clause: the party autonomy argument; the intention of the parties argument; the certainty and predictability argument; the substance versus procedure argument; the "part of the contract" argument; and the forum shopping argument. None of the purported arguments in favor of applying the parties' chosen law stand up to closer scrutiny. Additionally, this Article examines the myriad complications presented by interpreting a forum selection clause in conjunction with a choice of law clause. Foremost among these is the sheer complexity of the exercise. Particularly when it comes to applying foreign country law, there is uncertainty over exactly what the "chosen law" is. If the parties have selected the law of a European Union country, for instance, there are a variety of possible laws that could apply: internal domestic law, the Brussels Regulation, the Hague Choice of Court Convention, or some combination thereof. Additional complications are presented by structural dynamics of the choice of law endeavor: the principle of party prosecution and the differential treatment of forum selection clauses in a contract without a choice of law clause. Finally, when one examines what courts are doing in practice, it is clear that they are not particularly adept at ascertaining and applying the parties' chosen law to interpret a forum selection clause. The net result is a hodge-podge interpretation of mixed U.S. and foreign law. The choice of law exercise is complicated enough. This Article suggests that we need not make it any more complicated by using the parties' chosen law to interpret a preliminary issue. Ultimately, the responsibility is on the parties to draft forum selection clauses clearly and without ambiguity. If they do so, then none of this is an issue. [ABSTRACT FROM AUTHOR]

The article focuses on development of shareholder litigation provisions in corporate governance documents in the U.S. Topics discussed include exclusive forum selection provisions for shareholder litigation; Delaware Chancery Court decision in Solak v. Sarowitz court case on same; and approval of use of loser-pays bylaws by Delaware Supreme Court which were proposed by Corporate Law Council of the Delaware State Bar Association for banning fee-shifting provisions in corporate bylaws.

Over the past half century, courts in the United States have developed canons of construction that they use exclusively to construe forum selection clauses. These canons play an important role in determining the meaning of these clauses and, by extension, whether litigation arising out of a particular contract must proceed in a given place. To date, however, these canons have attracted surprisingly little attention in the academic literature. This Article aspires to fill that gap. It provides thefirst comprehensive taxonomy of the canons that U.S. courts use to construe forum selection clauses. These interpretive rules fall into four groups: (i) the canons relating to exclusivity, (2) the. canons relating to scope, (3) the canons relating to non-signatories, and (4) the canons relating to federal court. When a judge is presented with ambiguous language in a forum selection clause, she willfrequently turn to one of these interpretive rules of thumb to resolve the ambiguity. In principle, each of these canons produces outcomes that are broadly consistent with the preferences of most contracting parties. In practice, this is not always the case. Drawing upon interviews and e-mail exchanges with 86 attorneys, the Article shows that several of these canons produce outcomes that are arguably inconsistent with rnajoritarian preferences. In such cases, the Article argues that these canons should be cast aside. In their place, the courts should adopt new interpretive default rules that more closely track the preferences of most contracting parties. The Article's final contribution to the literature relates to contract drafting. If a forum selection clause is unambiguous, there will be no need for the courts to invoke the canons. The Article concludes by urging contracting parties incorporate certain words and phrases into their contracts ex ante so as to avoid incurring the costs associated with litigating their meaning ex post. [ABSTRACT FROM AUTHOR]

The article examines how bespoke discovery can help address wide-reaching concerns about the discovery process an intentionally limited to ex ante agreements. It mentions Federal Rules of Civil Procedure encourage parties to negotiate over the scope of discovery once the litigation is filed and similar to other dispute-resolution provisions such as forum selection provisions or jury trial waivers. It also mentions costs of waiving their discovery rights in litigation.

Multidistrict litigation ("MDL") is an immensely powerful tool. In an MDL, cases that share a common question of fact are consolidated in a single district for pretrial proceedings. MDLs abide by the general principle that governs all transfers within the federal system: because transfer is no more than a "housekeeping measure," an action retains the choice-of-law rules of the state in which it was filed. If a case filed in California is transferred to an MDL pending in Iowa, the transferee court in Iowa applies California's choice-of-law rules. As a result, the cases maintain their identities through the retention of their individual home state's choice-of-law rules. It is thus a critical feature of MDLs-which have far fewer procedural protections than class actions-that transfer to an MDL does not change the applicable law for any individual action. In non-aggregate litigation, this general transfer rule no longer applies, however, when a case is transferred pursuant to a forum-selection clause. Under the Supreme Court's 2013 decision in Atlantic Marine Construction Co. v. U.S. District Court, the transferee court applies its own choice-oflaw rules instead. Thus, if a case filed in California is transferred to Iowa in accordance with a forum-selection clause, the transferee court in Iowa applies Iowa's choice-of-law rules. Although Atlantic Marine involved a non-aggregate proceeding, courts have begun to consider whether this principle should control choice of law in complex litigation governed by a forum-selection clause. This Note argues that it should not. To begin, extending Atlantic Marine to the MDL context might allow the fact of consolidation to change the outcome in a case. Doing so would also expand due process concerns already inherent in aggregate proceedings, and MDL is not an appropriate forum in which to allow parties discretion to craft their own rules of dispute resolution. Accordingly, to preserve the integrity of the MDL process, MDL courts should consistently apply the choice-of-law rules of the transferor court, even when an action is governed by a valid forumselection clause. [ABSTRACT FROM AUTHOR]

The article presents several cases to discuss the basic issues in the implementation of respective rights, obligations, interests, and remedies related to equipment financing agreements. Also cited are such topics as true leases, security interest, forum selection clauses, lessor's damages remedies, and the rights of assignees of interests under a lease, as well as the case on rental-purchase agreement, and the provisions of the Uniform Commercial Code (UCC) on the issues.

The article focuses on the enhancing transparency of the U.S. Securities and Exchange Commission (SEC) reasoning regarding forum selection. Topics discussed include judicial review of SEC's constitutional and administrative law claims; enactment of Securities and Exchange Act of 1934; and court cases Tilton v. Securities and Exchange Commission and Thunder Basin Coal Co. v. Reich on the same.

Boards and shareholders are increasingly using charter and bylaw provisions to customize their corporate governance. Recent examples include forum selection bylaws, majority voting bylaws, and advance notice bylaws. Relying on the contractual conception of the corporation, Delaware courts have accorded substantial deference to board-adopted bylaw provisions, even those that limit shareholder rights. This Article challenges the rationale for deference under the contractual approach. With respect to corporate bylaws, the Article demonstrates that, under Delaware law, shareholder's power to adopt and amend bylaws is more limited than the board's power to do so. As a result, shareholders cannot effectively constrain the board's adoption of bylaws with which they disagree. The resulting power imbalance offers reasons to question the scope of the contract paradigm. This analysis suggests two alternative solutions. One possibility is for the Delaware courts and legislature to reconsider existing constraints on shareholder power in order to level the playing field between shareholders and directors and fully realize the contractual paradigm. This approach, which would increase shareholder power, has important normative implications. Alternatively, if Delaware law retains the existing limitations on shareholder power, this Article suggests that judicial reliance on the contract metaphor would be misguided and that courts should scrutinize board-adopted bylaws more closely. [ABSTRACT FROM AUTHOR]

The article focuses on the laws regarding forum selection clauses present in choice-of-law question and systems require the chosen court to undertake a choice of-law analysis for selecting the state when law of the forum state.

The article discusses the author's claim that the U.S. Armed Services Board of Contract Appeals should not have jurisdiction of any legal claims involving fraud, and it mentions America's Contract Disputes Act (CDA) of 1978, the nation's False Claims Act, and contract litigation involving the Green Dream Group LLC building performance firm and Daewoo Eng’g & Constr. Co. Ltd. According to the article, a contractor's right to forum selection should be limited to the U.S. Court of Federal Claims.

The article focuses on examination of the enforceability of forum selection clauses in insurance contracts in the U.S. It informs on balancing test for courts to utilize in determining whether to enforce a forum selection clause in an insurance contract. It also informs on the U.S. Supreme Court case Carnival Cruise Lines v. Shute on the same.

The article looks at a report from Legal Opinions Committee Business Law Section of the American Bar Association (ABA) given by U.S. lawyers in cross-border transactions. Topics of the report include customary practice of the U.S. with the principles in opinion practice in cross-border transactions, international arbitration and enforcement of foreign judgments in the U.S. Other topics include effectiveness of forum selection clause under the 2005 Hague Convention and sovereign immunity.

The article discusses the potential implications that the Oregon Circuit Court's ruling in the 2014 corporate stockholder law-related case Roberts v. TriQuint Semiconductor Inc. case could have on forum selection bylaws, and it mentions multi-forum litigation in America, Delaware's corporation laws, and Oregon's contract laws. Legal precedent and judgments by the Delaware Court of Chancery are examined, along with anti-suit injunctions and denials of motions to dismiss.

The article focuses on the application of choice of law and forum selection clauses in standard adhesion contracts for consumer protection in reference to the case Jane Doe v. Match.com. Topics discussed include the contradictory relationship between Illinois Dating Referral Services Act (IDRSA) and Illinois public policy, judicial opinion in the case M/S Bremen v. Zapata Off-Shore Co., and the enforcement of principles of federalism by the U.S. Congress.

The article discusses the issuing of opinions by Delaware Court of Chancery to uphold validity of forum selection clause in bylaws and their implications. Details related to background of multijurisdictional shareholder litigation, Delaware's recent developments and analysis of forum selection bylaws are also included.

The article traces the history of forum-selection agreements to analyze the result in the U.S. Supreme Court's decision involving Atlantic Marine Construction. Topics discussed include a brief history of forum-selection provisions, implications of Atlantic Marine Construction's case, and the correct approach to contractual validity.

The article discusses the U.S. District Court for the District of Puerto Rico's ruling n the 2014 case Gonzalez-Oyarzun v. Caribbean City Builders Inc. which deals with American constitutional law and the application of the U.S. Bill of Rights to the American states through the doctrine of incorporation. The court determined that the Seventh Amendment to the U.S. Constitution applied to American states, commonwealths, and territories. U.S. jurisdiction and a forum-selection clause are examined.

The article discusses the global dispute resolution market in relation to the topics of interjurisdictional competition and forum shopping, and it mentions supply and demand and a distinction between unilateral and bilateral choice. The procedural standards needed for law enforcement are mentioned, along with the U.S. Federal Arbitration Act of 1925 and arbitration agreements. Forum selection clause- and contracts-related legal cases such as M/S Bremen v. Zapata Off-Shore Company are examined.

The article focuses on issues surrounding contractual rights as well as third-party invocation in forum selection court cases. Topics discussed include the U.S Court of Appeals for the Seventh Circuit case Adams v. Raintree Vacation Exchange LLC that addressed contract and procedural law, the Supreme Court's decision in cases addressing forum selection clauses and Supreme Court's decision in case National Equipment Rental Ltd. v. Szukhent based on the use of forum selection clauses.

The article suggests that forum selection is a kind of waiver, grounded in the forum's law of procedure, including federal procedure in the U.S. According to the author, courts are constantly divided about the law regulating a forum selection agreement, and the role of federal law when state law provides the rule of decision.

The article focuses on the court cases In re Revlon and Galaviz v. Berg, which dealt with use of forum selection bylaws in contracts outside of Delaware in 2014. Topics include the enforceability of forum selection clauses in corporate contracts, multijurisdictional litigation, and the derivative rights of stockholders under U.S. corporation law.

Forum-selection clauses are important agreements that limit exposure to risk of litigation in an undesired locale. The enforcement of forum-selection clauses in the U.S. federal court system was not always certain, but today, such agreements are broadly considered enforceable. Courts, however, are split as to whether such clauses are governed by state or federal law and as to the proper procedural mechanism for enforcement. Recently, in Atlantic Marine Construction Co. v. U.S. District Court, the U.S. Supreme Court made strides toward resolving these disagreements among lower courts. This Note explores the history of enforcement of forum-selection clauses in federal court and articulates the legal complexities that remain in the wake of Atlantic Marine. It argues that Atlantic Marine implicitly resolved the choice-of-law split in favor of applying state substantive law to determine a forum clause's validity and federal procedural law to determine its enforceability. To effectuate this implicit resolution, this Note proposes that courts engage in a two-step analysis in evaluating motions to enforce forum-selection clauses and that litigants bring such motions under Federal Rules of Civil Procedure 12(b)(6), 12(c), or 56. [ABSTRACT FROM AUTHOR]

The article discusses a legal right to privacy in America in relation to the concept of reasonable notice and the Facebook social networking service's sign-up process as of April 2014, focusing on various alleged public policy problems and recommendations for remedying the legal issues associated with the rights of social media users. Electronic contracting and clickwrap agreements are mentioned, along with forum selection clauses and the privacy law-related legal case Griswold v. Connecticut.

The article discusses multijurisdictional litigation in relation to merger and acquisition (M&A)-related deals in America as of November 2013, focusing on forum shopping, the comity legal principle, and forum-selection clauses. Other topics include representative shareholder litigation, the U.S. Private Securities Litigation Reform Act, and securities law-based class action cases in America. The cost benefits associated with multijurisdictional litigation are also examined.

Three hundred publicly traded entities have adopted intra-corporate forum selection ("1CFS") provisions either in their charters or as bylaw amendments, often without prior stockholder approval. These provisions have been adopted in response to a sharp increase in intra-corporate litigation outside the state of incorporation. The academic literature suggests that this increase is animated by economic incentives of the plaintiffs' bar that can be inimical to stockholder interests. ICFS provisions are an effective private ordering mechanism for addressing this trend in a manner that responsibly protects stockholder rights. Plaintiffs have nonetheless brought suit in Delaware challenging the validity of ICFS provisions. We review the governing law and demonstrate that ICFS provisions are valid subject matter for charters and bylaws. Stockholders are also on notice that boards have the authority to amend bylaws without prior stockholder consent, and the "vested rights" theory is long repudiated. Assertions that stockholders cannot be bound by ICFS bylaw provisions adopted without prior stockholder consent are thus incorrect. Speculative claims that ICFS provisions might later be exercised in a manner that violates a fiduciary duty or causes injustice will also not cause them to be invalidated: charter and bylaw provisions are presumed to be validly adopted and hypothetical speculation regarding instances of potential future abuse are insufficient to invalidate the provisions as adopted. This presumption is particularly powerful in the case of ICFS provisions where boards retain the option not to enforce them if enforcement is later deemed inconsistent with fiduciary obligations. ICFS provisions are also not self-enforcing. Foreign courts hearing petitions to enforce ICFS provisions will most frequently apply the rule established by the Supreme Court's Bremen decision to protect the interests of foreign-filing stockholders. Absent a finding that plaintiffs' rights under the chartering state's laws cannot be adequately protected by courts in the chartering state, ICFS provisions are likely to be enforced in the very large majority of circumstances. [ABSTRACT FROM AUTHOR]

The article discusses business enterprises which are incorporated in Delaware and their use of forum selection clauses as of September 2012, focusing on the forum non conveniens doctrine and a reported trend which shows that plaintiffs are seeking legal redress outside of Delaware. Corporate dispute resolution and forum shopping are addressed in the Delaware Court of Chancery case In re Revlon Inc. Shareholders Litigation. The application of Delaware law by state court is also mentioned.

The article discusses the forum selection and arbitration clauses on the injury claims of seamen which have occupied the American courts due to maritime forum selection disputes. It offers information on various court cases on maritime forum selection clauses including William H. Muller & Co. v. Swedish American Line Ltd., Indussa Corp. v. S.S. Ranborg and Bremen v. Zapata Off-Shore Co. Maritime principles for oilfield contracts and arbitration agreements in seamen's claims were also mentioned.

The article focuses on the need for a centralized review of venue choice in federal litigation in the U.S. Topics include the U.S. Class Action Fairness Act (CAFA) of 2005, forum selection rules, and putative class action lawsuits. Information is provided on the validity of forum selection clauses in commercial contracts.

The article discusses the role of party choice in the selection of litigation procedure rules for cases filed in the U.S. as of May 2012, focusing on a proposal to allow a party to choose the pleading standards, discovery limits, and summary judgment procedures for a lawsuit. Party rulemaking and forum selection clauses are addressed in relation to the U.S. Supreme Court cases The Bremen v. Zapata Off-Shore Co. and Carnival Cruise Lines Inc. v. Shute.

In The Bremen v. Zapata Off-Shore Co.; the Supreme Court established the federal standard of enforcing forum-selections clauses as presumptively reasonable. The Court, however, first addressed the enforceability of forum- selection clauses in a diversity case in Stewart Organization, Inc. v. Ricoh Corp., in which the Court held that under Erie, federal law, specifically 28 U.S.C. § 1404(a), governs the enforceability of forum-selection clauses. After Stewart, a split within the United States Courts of Appeals developed when litigants used Rule 12 motions to dismiss-a procedural vehicle unaddressed by the Stewart Court-to enforce these clauses. The circuit split has two dimensions. First, the circuits are split over whether state law declining to enforce forum-selection clauses should trump the federal standard. Second, the circuits are split over which Rule 12 motion is the proper motion for enforcement. This Note posits a judicial solution to the forum-selection clause enforcement circuit split. The choice of law circuit split calls on the Court to conduct a revised Erie analysis in which the outcome-determinative nature of the conflict between federal versus state law and the absence of any overwhelming federal policies on point dictate that state law controls forum-selection clause enforcement. Next, this Note argues that the Rule 12(b)(6) motion is the proper motion for forum-selection clause enforcement so as to give the most effect to the parties' contractual agreements. [ABSTRACT FROM AUTHOR]

The article discusses enforcement of Forum Selection Clauses (FSCs) in commercial international transactions. There are five parts in this article including first one that discusses some basic concepts of FSCs, second one compares FSCs with international treaties, third one draws similarities between FSCs and arbitration clauses, fourth one provides answers raised against FSCs and fifth one is just a short conclusion.

The article focuses on the transaction related lawsuits and multi-district litigations by federal judicial panel in Delaware. It discusses exclusive forum provision in corporate charters for the effective response to the out-of-Delaware problem by reducing plaintiffs' counsel's incentive in forum shopping. It highlights the recommendations for empirical research with respect to the economic effects of forum selection provisions in corporate charters on firm value.