Forum Selection and Choice of Law

If the law chosen by the parties to a consumer lease is a jurisdiction other than one in which the lessee resides at the time the lease agreement becomes enforceable or within thirty days thereafter or in which the goods are to be used, the choice is not enforceable. If the judicial forum chosen by the parties to a consumer lease is a forum that would not otherwise have jurisdiction over the lessee, the choice is not enforceable. M.G.L. c. 106, § 2A-106.

Massachusetts Uniform Commercial Code holds that the liability of an issuer of a letter of credit, nominated person, or adviser for action or omission is governed by the law of the jurisdiction chosen by the agreement or by a provision in the person's letter of credit, confirmation, or other undertaking. The jurisdiction whose law is chosen need not bear any relation to the transaction. If no jurisdiction is chosen, the liability is governed by the law of the jurisdiction in which the person is located.

Additionally, where there is no conflict with the law, the liability of an issuer, nominated person, or adviser is governed by any rules of custom or practice, such as the Uniform Customs and Practice for Documentary Credits, to which the letter of credit, confirmation, or other undertaking is expressly made subject. If there is conflict between this article and article 3, 4, 4A or 9, this article governs. M.G.L. c. 106, § 5-116.

Massachusetts Courts recognize freely negotiated forum selection clauses. KKW Enterprises, v. Gloria Jean's Gourmet Coffees Franchising Corp., 184 F.3d 42, 52 (1st Cir. 1999), quoting Snyder v. Smith, 736 F.2d 409, 419 (7th Cir.). It is generally held that forum selection clauses in commercial contracts are to be enforced if it is fair and reasonable so to do. Jacobsen v. Mailboxes Etc. U.S.A., Inc., 419 Mass. 572 (1995). The party who seeks to escape the consequences of the clause must show that "trial in the contractual forum will be so gravely difficult and inconvenient that he will for all practical purposes be deprived of his day in court." The Bremen v. Zapata OffShore Co., 407 U.S. 1, 18 (1972).