Forum Selection Clauses

As indicated in the accompanying text, this seems to be covered by common law.

It is well settled that parties to a contract may stipulate in advance to submit to the jurisdiction of a particular court to settle disputes arising from the contract. Continental Bank v. Brodsky, 311 A.2d 676, 677-78 (Pa. Super. 1974) (citing Nat'l Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311 (1964)). The Pennsylvania Supreme Court has established a two-part test to determine whether a forum selection clause is enforceable. Central Contracting Co. v. C.E. Youngdahl Co., 209 A.2d 810, 816 (Pa. 1965). First, the clause must be freely agreed upon by the parties. Id. Second, enforcement of the clause must not be unreasonable at the time of litigation. Id. See also Autochoice Unlimited, Inc. v. Avangard Auto Fin., Inc., 9. A.3d 1207, 1215-16 (Pa. Super. 2010)

A forum selection clause is unreasonable if, at the time of litigation, its enforcement would "seriously impair" the litigant's ability to pursue a claim or defense. Central Contracting Co. v. C.E. Youngdahl & Co., 209 A.2d 810, 816 (Pa. 1965). Mere inconvenience or some added expense for a litigant does not rise to the level of unreasonableness. Id. Added expense, however, may become unreasonable where the chosen forum is so remote that maintaining an action is cost-prohibitive for a party. Churchill Corp. v. Third Century, Inc., 578 A.2d 532, 536-37 (Pa. Super. 1990). A forum selection clause is also unenforceable if: 1) the clause itself was induced by fraud; 2) the forum selected is so unfair or inconvenient that a party will be deprived of the opportunity to be heard; or 3) the clause violates public policy. Patriot Commercial Leasing Co. v. Kremer Rest. Enters., LLC, 915 A.2d 647, 651 (Pa. Super. 2006).