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If business is conducted entirely within the USA, can a contract require that action be taken in England?
Anonymous2 views3 answers
I signed a contract with a small publishing company. The company is now located in California, but the owners were originally from England. The contract has a clause stating that all actions be taken in an English court, but all parties and all commerce were within the USA. I would like to sue for money owed but never paid. Can I sue in a California court? Is the clause fair under US law?
Michael Skadden
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on Mar 3
Many contracts have a choice of law and jurisdiction clause, which will generally be upheld by the courts. If you had a problem with this, you should have dealt with it when you negotiated the contract. Did you hire a lawyer to help you with it? As I have repeated here many times, international commerce is not for amateurs. In any case, you need a lawyer now.
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Pamela Koslyn
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on Mar 2
"Forum selection" clauses are likely to be upheld by a court.
https://www.attorneyqna.com/legal-guides/ugc/how-to-draft-a-contract-so-if-you-have-to-litigate-you-end-up-in-the-court-you-want
Take your contract to a business litigator to have it reviewed. As the above Legal Guide discusses, the exact language of the clause matters to how it's enforced.
doesn't pay us for these responses, and I'm not your lawyer just because I answer this question or respond to any follow-up comments.
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Andrekita Silva
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on Mar 3
Forum-selection clauses, although not "historically. . . favored," are "prima facie valid." See Bremen v. Zapata Off-Shore Co., 407 U. S. 1 (1972). There are instances where a forum selection clause may not be enforced. In the case of Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585 (1991), the appellate court found good reasons NOT to enforce the forum selection clause. Unfortunately, the U.S.Supreme Court reversed and said “sorry, it's enforceable”. There were two dissenting Supreme Court justices who thought the appellate court got it right, and that the clause should NOT have been enforced. So, you should read those two cases (Bremen and Carnival Cruise)- you can find them on www.scholar.google. If you think you have a good case NOT to enforce the clause, you should hire a lawyer who can review your facts and give you’re an opinion about your particular case.
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