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North Dakota's prohibition on trade restriction has been described by the North Dakota Supreme Court as "one of the oldest and most continuous applications of public policy in contract law." In a unanimous decision, the court upheld North Dakota's longstanding public policy against non-compete agreements by refusing to enforce an employment contract's choice-of-law and form-selection provisions. In Osborne v. Brown & Saenger, Inc., the court held: (1) as a matter of first impression, dismissal for improper venue on the basis of a forum-selection clause is reviewed de novo. (2) employment contract's choice-of-law and forum-selection clause was unenforceable to the extent the provision would allow employers to circumvent North Dakota's strong prohibition on non-compete agreements; and (3) the non-competition clause in the employment contract was unenforceable. This case is not only significant to North Dakota legal practitioners, but to anyone contracting with someone who lives and works in North Dakota. This decision affirms the state's enduring ban of non-compete agreements while shutting the door on contracting around the issue through forum-selection provisions. [ABSTRACT FROM AUTHOR]

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 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.

This article focuses on the relationship between forum selection clauses, choice of law clauses and data protection and privacy protection. In particular, it discusses the question whether and why jurisdiction and choice of law clauses used in the terms of social media providers should not be enforced against social media users located in a different jurisdiction. The article distinguishes between the contractual, private law analysis and the application of public policy as part of the private international law analysis. The contract law analysis is centred on doctrines such as unconscionability, which in turn examines issue such as fairness and overwhelming bargaining power of one party. By contrast, the public policy analysis in private international law focuses on fundamental rights, legality of contractual clauses according to the local law of the forum and the interests of justice. It is argued here that both aspects (contractual and public policy doctrines) are paramount for achieving not only justice between the parties of a dispute but also ensuring good administration of justice in the public interest. [ABSTRACT FROM AUTHOR]

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 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 discusses what the author refers to as the order of interpretation that is required by contractual choice-of-law provisions versus the law of the judicial forum where the lawsuit is commenced, and it mentions American state and federal courts, as well as procedural law and the drafting of contracts in the U.S. The New York choice-of-law case Leasecomm Corp. v. Datalink Resources Corp. is examined, along with the Texas Supreme Court forum-selection clause case In re AutoNation Inc.

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 discusses the author's views about the concept of contracting around U.S. securities litigation as of 2015, and it mentions the scope of litigation bylaws, shareholder litigation, and legislation in places such as Delaware. Exclusive forum selection clauses and Delaware's courts are assessed, along with fee shifting and legal prohibitions against Delaware stock corporations. The legal aspects of corporate charter provisions and breaches of state-law fiduciary duties are examined.

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 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 discusses the "boilerplate" forum-selection clauses which are often contained in contracts as of February 2014. According to the article, mandatory forum-selection clauses typically designate an exclusive venue or jurisdiction for contract-related litigation matters. It states that such clauses can preclude lawsuits from proceeding in the U.S. federal district court system. Various decisions by the U.S. Court of Appeals for the Eleventh Circuit are 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]

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 a court case C.H. Robinson Worldwide, Inc. v. FLS Transportation, Inc. regarding the enforcement of the forum selection clauses in the contractual agreement of the parties. The case is based on the undermining of the contract law by the closely-related parties of Minnesota. Information on the forum selection clauses of the parties are based on the public policy conservation and include resource conservation.

The article discusses the civil procedure enforcement of forum-selection clauses for jurisdictional issues and contract law-related litigations in federal courts. It explains the provisions under contract law that cover the forum-selection clauses within the agreement and their relationship to existing rights and state laws. It reveals the difficult impact of the Erie doctrine to forum-selection clauses which require state laws to function procedurally in federal cases resting in diversity.

This Note examines the current disarray of federal forum-selection clause jurisprudence. Theoretically, a forum-selection clause can provide a degree of stability and predictability to a contractual relationship by limiting where the parties can sue or be sued under the contract. Unfortunately, a lack of Supreme Court guidance and the absence of a federal rule or statue on point have created confusion and varying approaches among lower federal courts as to how they should treat such clauses. This Note outlines the various approaches that federal courts currently employ when enforcing valid exclusive forum-selection clauses, and it highlights the strengths and weaknesses of each approach. It then proposes a simple, uniform solution that is aimed at abrogating the current confusion among federal courts in order to allow exclusive forum-selection clauses to perform their central function-to provide predictability, stability, and foreseeability to contractual relationships regarding where litigation may occur. [ABSTRACT FROM AUTHOR]

The article focuses on the effect of forum-selection clauses on the authority of the district court to compel arbitration. There are limitations associated with the provisions of the forum selection clauses when it comes to the measure of predictability and certainty to contracts. This is so because there exist some judicial confusions as a result of conflicting language in section 4 of the Federal Arbitration Act (FAA). In this context, three approaches are being explained in the light of the FAA. The first approach is that the court can compel arbitration within its jurisdiction, regardless of the choice of forum in the contract of the parties. The second approach states that the court can compel arbitration outside its jurisdiction, despite prohibitive language in Section 4 of the FAA. According to the third approach, the court has no right to compel the arbitration anywhere. In this context, various citations related to the approaches with regards to the actions of the courts are provided.

The article examines the relationship between the courts and the legislature concerning enforcement of forum-selection clauses by using the U.S. experience as its main example. It discusses possible limitations on the durability of court decisions in order to enforce forum-selection clauses. It provides some preliminary observations on the necessary conditions for long-term enforcement of these contractual provisions. It describes federal court decisions concerning the enforcement of forum-selection clauses in contracts.