Forum Selection Clauses

"Forum selection clauses are prima facie valid and will be enforced unless the enforcement is shown by the resisting party to be unreasonable under the circumstances. Kline v. Kawai America Corp., 498 F.Supp. 868 (D.Minn. 1980); See Hauenstein & Bermeister Inc. v. Met-Fab Indus., 320 N.W.2d 886 (Minn. 1982).

A floating forum selection clause providing that (1) the lease shall be governed by and construed in accordance with either California law or the laws of the home state of the lessorÕs assignee, and (2) the lessee expressly & unconditionally consents to jurisdiction & venue of any court in California or the home state of the lessorÕs assignee was found to be enforceable under both Federal and Minnesota state law. Lyon Financial Services, Inc. v. Nowobilska Medical Center, Ltd., No. 05-1820, slip op. (D.Minn. Dec. 22, 2005)."

Factors to reasonableness of a forum selection clause include: the law governing the contract formation & construction; residency of the parties; the place of the contract execution & performance; location of parties & witnesses involved in the litigation; inconvenience to the parties; and whether the provision was equally bargained for. Kline v. Kawai America Corp., 498 F.Supp. 868 (D.Minn. 1980); See Hauenstein & Bermeister Inc. v. Met-Fab Indus., 320 N.W.2d 886 (Minn. 1982). If a forum-selection clause in a boilerplate contract is at issue, the equities of the contract should be carefully examined to determine if it is reasonable, hence enforceable. Kline v. Kawai America Corp., 498 F.Supp. 868 (D.Minn. 1980). Unreasonable forum-selection clauses include: those found in adhesion contracts & that are products of unequal bargaining power between the parties (Hauenstein & Bermeister Inc. v. Met-Fab Indus., 320 N.W.2d 886 (Minn. 1982)) and, if the chosen forum is a seriously inconvenient place for trial (Hauenstein & Bermeister Inc. v. Met-Fab Indus., 320 N.W.2d 886 (Minn. 1982));