Forum Selection Clauses

Notwithstanding any act which limits or affects the right of a person to maintain an action or proceeding, any person may maintain an action or proceeding against a foreign corporation, non-resident, or foreign state where the action or proceeding arises out of or relates to any contract, agreement or undertaking that selected New York law and is a contract or agreement relating to a transaction covering at least one million dollars and contains a provision where the foreign corporation or non-resident agrees to submit to the jurisdiction of the courts of this state. NY General Obligations §5-1402

"A party challenging the designated jurisdiction in a forum selection clause must show that a trial in the contractual forum will be so gravely difficult and inconvenient that he will for all purposes be deprived of his day in court. Credit Francais Intern., S.A. v. Sociedad Financiera De Comercio, C.A., 128 Misc.2d 564, 490 N.Y.S.2d 670 (NY County Sup. Ct. 1985)."

Under New York law, there is a clear distinction between permissive and mandatory clauses and only a mandatory clause should prevent a court from ordering a change of venue absent a strong countervailing consideration. Orix Credit Alliance, Inc. v. Mid-South Materials Corp., 816 F. Supp. 230 (S.D.N.Y. 1993).