Venue selection

An outbound forum-selection clause is enforceable unless the challenging party can establish that enforcement of the clause would be unfair on the basis that the contract "`[w]as affected by fraud, undue influence, or overweening bargaining power or . . . enforcement would be unreasonable on the basis that the [selected] forum would be seriously inconvenient.'" The burden on the challenging party is difficult to meet. Ex parte CTB , supra. See also Professional Ins. Corp. v. Sutherland , 700 So.2d 347 , 351 (Ala. 1997). On appeal, the review of a trial court's ruling on the question of enforcing a forum-selection clause is for an abuse of discretion. O'Brien Eng'g Co. v. Continental *Page 373 Machs., Inc ., 738 So.2d 844 (Ala. 1999).

Stinnett did not present substantial evidence establishing that the outbound forum-selection clause was either unfair or unreasonable. Therefore, the trial court abused its discretion by denying D.M. White's motion to enforce the outbound forum-selection clause. The trial court is directed to dismiss this cause without prejudice, pursuant to Rule 12(b)(3), Ala.R.Civ.P. PETITION GRANTED; WRIT ISSUED.

In Ex parte CTB , this Court established that a petition for a writ of mandamus is the proper vehicle for obtaining review of an order denying enforcement of an "outbound" forum-selection clause when it is presented in a motion to dismiss. Indeed, an attempt to seek enforcement of the outbound forum-selection clause is properly presented in a motion to dismiss without prejudice, pursuant to Rule 12(b)(3), Ala.R.Civ.P., for contractually improper venue.

Alabama has adopted the majority rule that an outbound forum-selection clause should be enforced so long as enforcement is neither unfair nor unreasonable under the circumstances of the case. Professional Ins. Corp. v. Sutherland , 700 So.2d 347 , 351 (Ala. 1997). The party challenging the enforcement of such a clause has the burden of clearly establishing either "(1) that enforcement of the forum-selection clause would be unfair on the basis that the contract . . . [was] affected by fraud, undue influence, or overweening bargaining power or (2) that enforcement would be unreasonable on the basis that the chosen . . . forum would be seriously inconvenient for the trial of the action." Sutherland , 700 So.2d at 352 . See also Ex parte CTB, Inc. , 782 So.2d at 190-91 ; and Ex parte Northern Capital Res. Corp. , 751 So.2d 12 , 14 (Ala. 1999).

An outbound forum-selection clause — a clause by which parties specifically agree to trial outside the State of Alabama in the event of a dispute — implicates the venue of a court rather than its jurisdiction. See Ex parte CTB, Inc. , 782 So.2d 188 (Ala. 2000); and O'Brien Eng'g Co. v. Continental Machs., Inc. , 738 So.2d 844 , 845 n. 1 (Ala. 1999).

In order to demonstrate that enforcement of the clause would be unfair, Hughes must show that the contract was affected by fraud, undue influence, or overweening bargaining power. Sutherland , 700 So.2d at 352 . First, Rymer and BAPCO argue that Hughes failed to *Page 342 demonstrate that the contract was affected by fraud. We agree. Although Hughes strenuously asserts that "this contract was affected by fraud and would not have been entered into absent that fraud" (Hughes's answer at 4), he fails to provide any evidence indicating that Rymer and BAPCO committed fraud of any kind. Furthermore, Hughes fails to explain exactly how the contract was actually affected by the alleged fraud.

Hughes's conclusory assertions, without more, are insufficient to meet his burden of clearly establishing that enforcement of the outbound forum-selection clause would be unfair under the circumstances.

In order to demonstrate that the chosen forum is seriously inconvenient, the party challenging the clause must show that a trial in that forum would be so gravely difficult and inconvenient that the challenging party would effectively be deprived of his day in court. Ex parte Northern Capital Res. Corp. , 751 So.2d at 15 . "When an agreement includes a clearly stated forum-selection clause, a party claiming that clause is unreasonable and therefore invalid will be required to make a clear showing of unreasonableness. In determining whether such a *Page 343 clause is unreasonable, a court should consider these five factors: (1) Are the parties business entities or businesspersons? (2) What is the subject matter of the contract? (3) Does the chosen forum have any inherent advantages? (4) Should the parties have been able to understand the agreement as it was written? (5) Have extraordinary facts arisen since the agreement was entered that would make the chosen forum seriously inconvenient? We state these items not as requirements, but merely as factors that, considered together, should in a particular case give a clear indication whether the chosen forum is reasonable." Ex parte Northern Capital Res. Corp. , 751 So.2d at 14 . The five factors, as applied to this case, do not give a clear indication that a trial in the chosen forum would be so difficult and inconvenient that it would effectively deprive Hughes of his day in court.

Hughes failed to clearly establish that enforcement of the forum-selection clause would be either unfair or unreasonable. Rymer and BAPCO have demonstrated a clear legal right to have the action against them dismissed on the basis that venue in the Calhoun Circuit Court is, by virtue of the outbound forum-selection clause, improper. The trial court abused its discretion in denying Rymer and BAPCO's motion to dismiss. We direct the court to dismiss this cause, without prejudice, pursuant to Rule 12(b)(3), Ala.R.Civ.P. PETITION GRANTED; WRIT ISSUED.

For the foregoing reasons, we conclude that forum selection clauses are valid and may be given effect, in the court’s discretion and in the absence of a showing that enforcement of such a clause would be unreasonable.

A forum selection clause is not unenforceable simply because it requires the parties to litigate in a jurisdiction that does not afford civil litigants the same right to trial by jury as litigants in California courts enjoy.

(a) The following provisions of a contract between the contractor and a subcontractor with principal offices in this state, for the construction of a public or private work of improvement in this state, shall be void and unenforceable: (1) A provision which purports to require any dispute between the parties to be litigated, arbitrated, or otherwise determined outside this state. (2) A provision which purports to preclude a party from commencing such a proceeding or obtaining a judgment or other resolution in this state or the courts of this state. (b) For purposes of this section, “construction” means any work or services performed on, or materials provided for, a work of improvement, as defined in Section 8050 of the Civil Code, and for which a lien may be claimed pursuant to Section 8400 of the Civil Code (whether or not a lien is in fact claimed) or for which such a lien could be claimed but for Section 8160 of the Civil Code.

(b) Subject to the power of the court to transfer actions or proceedings as provided in this title, in an action arising from an offer or provision of goods, services, loans or extensions of credit intended primarily for personal, family or household use, other than an obligation described in Section 1812.10 or Section 2984.4 of the Civil Code, or an action arising from a transaction consummated as a proximate result of either an unsolicited telephone call made by a seller engaged in the business of consummating transactions of that kind or a telephone call or electronic transmission made by the buyer or lessee in response to a solicitation by the seller, the superior court in the county where the buyer or lessee in fact signed the contract, where the buyer or lessee resided at the time the contract was entered into, or where the buyer or lessee resides at the commencement of the action is the proper court for the trial of the action. In the superior court designated in this subdivision as the proper court, the proper court location for trial of a case is the location where the court tries that type of case that is nearest or most accessible to where the buyer or lessee resides, where the buyer or lessee in fact signed the contract, where the buyer or lessee resided at the time the contract was entered into, or where the buyer or lessee resides at the commencement of the action. Otherwise, any location of the superior court designated as the proper court in this subdivision is a proper court location for the trial. The court may specify by local rule the nearest or most accessible court location where the court tries that type of case. (c) Any provision of an obligation described in subdivision (b) waiving that subdivision is void and unenforceable.

(a) An employer shall not require an employee who primarily resides and works in California, as a condition of employment, to agree to a provision that would do either of the following: (1) Require the employee to adjudicate outside of California a claim arising in California. (2) Deprive the employee of the substantive protection of California law with respect to a controversy arising in California. (b) Any provision of a contract that violates subdivision (a) is voidable by the employee, and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in California and California law shall govern the dispute. (c) In addition to injunctive relief and any other remedies available, a court may award an employee who is enforcing his or her rights under this section reasonable attorney’s fees. (d) For purposes of this section, adjudication includes litigation and arbitration. (e) This section shall not apply to a contract with an employee who is in fact individually represented by legal counsel in negotiating the terms of an agreement to designate either the venue or forum in which a controversy arising from the employment contract may be adjudicated or the choice of law to be applied. (f) This section shall apply to a contract entered into, modified, or extended on or after January 1, 2017.

We turn to the question whether Smith has carried its burden of establishing that enforcement of the present clause would be unreasonable.

As stated in Central Contracting Co. v. C E. Youngdahl & Co., supra, 209 A.2d 810, 816 , “Mere inconvenience or additional expense is not the test of unreasonableness since it may be assumed that the plaintiff received under the contract consideration for these things.”

These counts (unfair competition and intentional interference with advantageous business relationships) arose directly out of Smith’s contractual relationship with Assurance and reasonably may be interpreted as falling within the clause which provides for a Pennsylvania forum to litigate “Any actions or proceedings instituted by . . . [Smith] under this Agreement with respect to any matters arising under or growing out of this agreement, ...” (Italics added.) The alternative writ heretofore issued is discharged and the peremptory writ denied.

But the impact on a party’s jury trial right does not, itself, provide grounds to decline to enforce a forum selection clause.

Nonetheless, public policy is not the only ground on which a forum selection clause may be avoided, and we do not foreclose the possibility that the extent of a civil jury trial right in the 2 EPICENTRX, INC. v. SUPERIOR COURT Opinion of the Court by Guerrero, C. J. selected forum may otherwise be relevant to the enforceability of a forum selection clause.

III. DISPOSITION We reverse the judgment of the Court of Appeal and remand for further proceedings.

Subject to subdivision (b), if a defendant has contracted to perform an obligation in a particular county, the superior court in the county where the obligation is to be performed, where the contract in fact was entered into, or where the defendant or any defendant resides at the commencement of the action is a proper court for the trial of an action founded on that obligation, and the county where the obligation is incurred is the county where it is to be performed, unless there is a special contract in writing to the contrary.

A provision in a franchise agreement restricting venue to a forum outside this state is void with respect to any claim arising under or relating to a franchise agreement involving a franchise business operating within this state.

Any provision in a construction contract for the performance of work on a construction site located in this state that purports to require that any dispute arising under the construction contract be mediated, arbitrated or otherwise adjudicated in or under the laws of a state other than Connecticut shall be void and of no effect, regardless of whether the construction contract was executed in this state.

As used in sections 42-158i to 42-158n , inclusive, unless the context otherwise requires: (1) “Owner” means any individual, corporation, nonprofit corporation, partnership, limited partnership, limited liability company or other business entity that is the owner of record or lessee of real property upon which construction, renovation or rehabilitation is to be or is being performed pursuant to a construction contract regarding such real property. (2) “Construction contract” or “contract” means any contract for the construction, renovation or rehabilitation in this state on or after October 1, 1999, including any improvements to real property that are associated with such construction, renovation or rehabilitation, or any subcontract for construction, renovation or rehabilitation between an owner and a contractor, or between a contractor and a subcontractor or subcontractors, or between a subcontractor and any other subcontractor. “Construction contract” or “contract” does not include (A) any public works or other building contract entered into with this state, the United States, any other state, and any municipality or other political subdivision of this state or any other state, (B) a contract or project funded or insured by the United States Department of Housing and Urban Development, (C) a contract between an owner and a contractor for an amount of twenty-five thousand dollars or less or a subcontract which results from such a contract, or (D) a contract for a building intended for residential occupancy containing four or less units.

In an action to enforce the provisions of section 42-158k , 42-158m or 42-158p , a court may award court costs and reasonable attorney's fees to the prevailing party.

This basic tenet of foreseeability has given rise to the specific *42 corollary that “parties to a contract may agree in advance to submit to the jurisdiction of a given court . . . .” National Rental v. Szukhent, 375 U.S. 311, 315-16 , 84 S. Ct. 411 , 11 L. Ed. 2d 354 (1964). Absent a showing of fraud or overreaching, such forum clauses will be enforced by the courts. The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10-12 , 92 S. Ct. 1907 , 32 L. Ed. 2d 513 (1972). At the same time, jurisdiction may not be asserted “in such a way as to make litigation ‘so gravely difficult and inconvenient’ that a party unfairly is at a ‘severe disadvantage’ in comparison to his opponent.”

In more recent years, however, courts have concluded that forum selection clauses do not oust courts of their jurisdiction, but they have been willing to enforce such contract clauses as long as they were reasonable by declining to exercise jurisdiction over an action in certain circumstances.

We are persuaded by the reasoning of the United States Supreme Court in Bremen , and conclude that the Ohio forum selection clause did not divest the trial court of personal jurisdiction over the defendant.

Consistent with the ruling of the United States Supreme Court in M/S Bremen v. Zapata Off-Shore Co., 7 we hold that where contracting parties have expressly agreed upon a legally enforceable forum selection clause, a court should honor the parties’ contract and enforce the clause, even if, absent any forum selection clause, the McWane principle might otherwise require a different result. 8 *1146 The reason is that the McWane principle is a default rule of common law, which the parties to the litigation are free to displace by a valid contractual agreement.

(e) It shall be against public policy and shall be void and unenforceable for any provision of a construction contract or subcontract agreement to: (1) State that a contractor assumes the risk of nonpayment of the owner; (2) Require a contractor to waive any statutory or other right to commence litigation or arbitration until payment is made to the general or prime contractor; (3) Make subject to payment by the owner the obligation of a contractor and its surety under any payment or performance bond to make any payment to a claimant under such bond; (4) State that a contractor relies on the credit of the owner and not on the credit of the general or prime contractor or of a bonding company; or (5) Require a dispute or claim between the contractor and subcontractor to be governed or subject to the laws of a state other than Delaware or require litigation, arbitration, mediation or other dispute resolution processes to occur in a state other than Delaware.

(f) This section shall not apply to: (1) Public works contracts awarded under Chapter 69 of Title 29; (2) Contracts for the erection of 6 or fewer residential units which are under construction simultaneously, or for the alteration or repair of any single residential unit; or (3) Contracts for the purchase of materials by a person performing work on that person’s own real property.

Given the broad forum selection clauses included in the parties’ related agreements, the Court of Chancery did not err in enjoining Ingres from prosecuting its breach of contract claims in California.

In McWane, this Court held that Delaware courts should exercise discretion in favor of a stay where a prior action, involving the same parties and issues, is pending elsewhere in a court capable of doing prompt and complete justice. 5 As Justice Herrmann explained, this rule was “impelled by considerations of comity and the necessities of an orderly and efficient administration of justice.” 6 We reaffirm that holding.

“Forum selection [ ] clauses are ‘presumptively valid’ and should be ‘specifically’ enforced unless the resisting party ‘[ ] clearly show[s] that enforcement would be unreasonable and unjust, or that the clause [is] invalid for such reasons as fraud and overreaching.’ ” 9 Courts should assess the reasonableness of a forum selection clause on a case-by-case basis.

Ingres argues that the Court of Chancery erred because one of the executed agreements between the parties did not contain an express forum selection clause. But in denying Ingres’ motion to stay, the Court of Chancery explained that in determining which contracts governed the various disputes, the court must consider the entire collection of related contracts, including those that contained forum selection clauses specifying Delaware or New York courts as the chosen forum. After considering and interpreting all of the related agreements, the Court of Chancery concluded that the agreement that did not contain a forum selection clause did not supersede those that did.

(a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought solely and exclusively in any or all of the courts in this State, and no provision of the certificate of incorporation or the bylaws may prohibit bringing such claims in the courts of this State.

(c) With respect to claims that are not internal corporate claims, the certificate of incorporation or bylaws may require stockholders, when acting in their capacity as stockholders or in the right of the corporation, to bring any or all such claims only in 1 or more prescribed forums or venues, if such claims relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors or officers; provided that such requirement is consistent with applicable jurisdictional requirements and allows a stockholder to bring such claims in at least 1 court in this State that has jurisdiction over such claims.

We reject the position espoused by the Third District and adopt the view enunciated in Zapata and Maritime. Florida courts should recognize the legitimate expectations of contracting parties. The trial courts of this state can effectively protect a party by refusing to enforce those forum selection provisions which are unreasonable or result from unequal bargaining power. We hold that forum selection clauses should be enforced in the absence of a showing that enforcement would be unreasonable or unjust.

Moreover, the operative language here is markedly different from forum selection clauses this Court has addressed in previous cases. See McRae v. J.D./M.D., Inc., 511 So. 2d 540, 541 (Fla. 1987) (“It is agreed that this agreement, wherever executed, shall be construed in accordance with the laws of the State of Florida and venue shall be in Palm Beach County, Florida.” (emphasis added)); Manrique v. Fabbri, 493 So. 2d 437, 438 (Fla. 1986) (“The laws of the Netherlands Antilles shall govern and control in case of any conflict among the parties who expressly submit themselves to the venue and jurisdiction of the Courts of the Netherlands Antilles.” (emphasis added)). Accordingly, we conclude that Article 7 contains a choice of law provision, not a forum selection clause.

The word “jurisdiction” clarifies that the parties chose the location of Florida as the source of the law governing the Agreement.

Any venue provision in a contract for improvement to real property which requires legal action involving a resident contractor, subcontractor, sub-subcontractor, or materialman, as defined in 1part I of chapter 713, to be brought outside this state is void as a matter of public policy.

To the extent that the venue provision in the contract is void under this section, any legal action arising out of that contract shall be brought only in this state in the county where the defendant resides, where the cause of action accrued, or where the property in litigation is located, unless, after the dispute arises, the parties stipulate to another venue.

Two foreign entities, Tribeca and Ancla International, S.A. (Ancla), allegedly entered into a Confidentiality Agreement (Agreement), which contained the following provision (Article 7): SEVENTH. APPLICABLE LAW. This agreement will be governed by the laws of the State of Florida of the United States of America (USA), a jurisdiction accepted by the parties irrespective of the fact that the principal activity of the beer project will be conducted in Colombia.

Because the Agreement contains a choice of law provision, rather than a forum selection clause, Tribeca further argues that the Third District in Ancla improperly applied a Florida Arbitration Code statute as the basis for personal jurisdiction. We agree and quash the Third District’s decision in Ancla.

Accordingly, we quash the decision of the district court below and, to the extent they conflict with our holding herein, disapprove Zurich Insurance Co. v. Allen, 436 So.2d 1094 (Fla. 3d DCA 1983), review denied, 446 So.2d 100 (Fla. 1984), Sausman Diversified Investments, Inc. v. Cobbs Co., 208 So.2d 873 (Fla. 3d DCA 1968), and Huntley v. Alejandre, 139 So.2d 911 (Fla. 3d DCA), cert. denied, 146 So.2d 750 (Fla. 1962). Finally, we remand with directions that the matter be returned to the trial court for proceedings consistent herewith. It is so ordered. McDONALD, C.J., and ADKINS, BOYD, OVERTON, EHRLICH and SHAW, JJ., concur.

“Where a contract is clear and unambiguous, it must be enforced pursuant to its plain language.” Hahamovitch v. Hahamovitch, 174 So. 3d 983, 986 (Fla. 2015). Choice of law clauses reflect “[a]n agreement between parties to be bound by the substantive laws of another jurisdiction.” Se. Floating Docks, Inc. v. Auto-Owners Ins. Co., 82 So. 3d 73, 80 (Fla. 2012). “It is well established that when the parties to a contract have indicated their intention as to the law which is to govern, it will be governed by such law in accordance with the intent of the parties.” Dep’t of Motor Vehicles ex rel. Fifth Ave. Motors, Ltd. v. Mercedes-Benz of N. -3- Am., Inc., 408 So. 2d 627, 629 (Fla. 2d DCA 1981). Choice of law clauses consistently provide that the agreement be governed, construed, interpreted, or enforced by or in accordance with the laws of the State of Florida or another state of the parties’ choosing.

Every stipulation or condition in a contract, by which any party thereto is restricted from enforcing his rights under the contract in Idaho tribunals, or which limits the time within which he may thus enforce his rights, is void as it is against the public policy of Idaho. Nothing in this section shall affect contract provisions relating to arbitration so long as the contract does not require arbitration to be conducted outside the state of Idaho.

In sum, because enforcement of the parties' Dallas forum selection clause would contravene the strong public policy articulated in Idaho Code section 29-110(1), the forum selection clause is unenforceable under Texas law.

The parties' selection of Texas law is precisely why Section 29-110(1) was considered by the district court. As analyzed above, Texas law considers the public policy of the forum where suit is brought to determine if a forum selection clause is enforceable. In re Lyon Fin. Servs., Inc. , 257 S.W.3d at 231 -32 . Here, T3 brought suit in Idaho.

Therefore, we hold that Idaho Code section 29-110(1) constitutes a strong public policy that is sufficient to invalidate the forum selection clauses in the purchase agreement and the LLC agreement.

First, the parties cannot simply “choose” to apply the law of another state to avoid the strong public policy articulated in Idaho Code section 29-110(1).

Based on the foregoing, we affirm the district court’s ruling that claims arising from the purchase agreement and the LLC agreement must be arbitrated in Idaho utilizing California law.

In this case, to the extent the TEDRA agreement purported to hold Edwin harmless for claims of future negligence and breaches of fiduciary duty, such portions of the agreement are void as against public policy.

We reverse the district court’s dismissal of Frizzell’s complaint and remand for proceedings consistent with this opinion. No costs or attorney fees at this time on appeal.

Any condition, stipulation or provision in a franchise agreement is void to the extent it purports to waive, or has the effect of waiving, venue or jurisdiction of the state of Idaho’s court system. Any condition, stipulation or provision in a franchise agreement, to the extent it purports to assert, or has the effect of asserting, the choice of law is enforceable. This subsection shall apply to any franchise agreement entered into or renewed on or after July 1, 2003, by any person who at the time of entering into or renewing such franchise agreement was a resident of this state or incorporated or organized under the laws of this state.

A provision contained in or executed in connection with a building and construction contract to be performed in Illinois that makes the contract subject to the laws of another state or that requires any litigation, arbitration, or dispute resolution to take place in another state is against public policy. Such a provision is void and unenforceable.

Any provision in a franchise agreement that designates jurisdiction or venue in a forum outside of this State is void, provided that a franchise agreement may provide for arbitration in a forum outside of this State.

Any agreement, clause, covenant, or waiver that is a unilateral condition of employment or continued employment and requires the employee or prospective employee to waive, arbitrate, or otherwise diminish any existing or future claim, right, or benefit related to an unlawful employment practice to which the employee or prospective employee would otherwise be entitled under any provision of State or federal law, including that which purports to shorten the applicable statute of limitation, apply non-Illinois law to an Illinois employee's claim, or require a venue outside of Illinois to adjudicate an Illinois employee's claim, is against public policy, void to the extent it denies an employee or prospective employee a substantive or procedural right or remedy related to alleged unlawful employment practices

(1) "Franchise" means a contract or agreement, either expressed or implied, whether oral or written, between two or more persons by which: (a) a franchisee is granted the right to engage in the business of offering, selling, or distributing goods or services, under a marketing plan or system prescribed or suggested in substantial part by a franchisor; and (b) the operation of the franchisee's business pursuant to such plan or system is substantially associated with the franchisor's trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating the franchisor or its affiliate; and (c) the person granted the right to engage in such business is required to pay to the franchisor or an affiliate of the franchisor, directly or indirectly, a franchise fee of $500 or more;

Any agreement, clause, covenant, or waiver that is a mutual condition of employment or continued employment may include provisions that would otherwise be against public policy as a unilateral condition of employment or continued employment, but only if the agreement, clause, covenant, or waiver is in writing, demonstrates actual, knowing, and bargained-for consideration from both parties, and acknowledges the right of the employee or prospective employee to:

Failure to comply with the provisions of subsection (c) shall establish a rebuttable presumption that the agreement, clause, covenant, or waiver is a unilateral condition of employment or continued employment that is governed by subsection (a) or (b).

"Building and construction contract" means a contract for the design, construction, alteration, improvement, repair, or maintenance of real property, highways, roads, or bridges.

Provided that this Act shall not apply to any of the following persons, entities or relationships which may involve or acquire a franchise or any interest in a franchise: (i) any franchised business which is operated by the franchisee on the premises of the franchisor or subfranchisor as long as such franchised business is incidental to the business conducted by the franchisor or subfranchisor at such premises, including, without limitation, leased departments and concessions; or (ii) a fractional franchise. A "fractional franchise" means any relationship in which the person described therein as a franchisee, or any of the current directors or executive officers thereof, has been in the type of business represented by the franchise relationship for more than 2 years and the parties anticipated, or should have anticipated, at the time the agreement establishing the franchise relationship was reached, that the sales arising from the relationship would represent no more than 20% of the sales in dollar volume of the franchisee for a period of at least one year after the franchisee begins selling the goods or services involved in the franchise; or (iii) a franchise agreement for the use of a trademark, service mark, trade name, logotype, advertising, or other commercial symbol designating a person who offers on a general basis, for a fee or otherwise, a bona fide service for the evaluation, testing, or certification of goods, commodities, or services; or (iv) a franchise relationship covered by the Petroleum Marketing Practices Act, 15 U.S.C. 2801.

Every franchisee in whose favor judgment is entered in an action brought under this Section shall be entitled to the costs of the action including, without limitation, reasonable attorney's fees.

(Text of Section after amendment by P.A. 104-320) Sec. 1-25. Conditions of employment or continued employment. (a) Any agreement, clause, covenant, or waiver that is a unilateral condition of employment or continued employment and has the purpose or effect of preventing an employee or prospective employee from making truthful statements or disclosures about alleged unlawful employment practices or engaging in protected concerted activity to address work-related issues is against public policy, void to the extent it prevents such statements or disclosures, and severable from an otherwise valid and enforceable contract under this Act.

(1) report any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency enforcing discrimination laws; (2) report any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (3) participate in a proceeding related to unlawful employment practices, including any litigation brought by any federal, State, or local government agency or any other person who alleges that the employer has violated any State, federal, or local law, regulation, or rule; (4) make any truthful statements or disclosures required by law, regulation, or legal process; (5) request or receive confidential legal advice; and (6) engage in concerted activity to address work-related issues.

(1) report any good faith allegation of unlawful employment practices to any appropriate federal, State, or local government agency enforcing discrimination laws; (2) report any good faith allegation of criminal conduct to any appropriate federal, State, or local official; (3) participate in a proceeding with any appropriate federal, State, or local government agency enforcing discrimination laws; (4) make any truthful statements or disclosures required by law, regulation, or legal process; and (5) request or receive confidential legal advice.

Any person who offers, sells, terminates, or fails to renew a franchise in violation of this Act shall be liable to the franchisee who may sue for damages caused thereby. This amendatory Act of 1992 is intended to clarify the existence of a private right of action under existing law with respect to the termination or nonrenewal of a franchise in violation of this Act. In the case of a violation of Section 5, 6, 10, 11, or 15 of the Act, the franchisee may also sue for rescission.

After consideration of Field and the other authorities, we hold that clauses purporting to deprive Iowa courts of jurisdiction they would otherwise have are not legally binding in Iowa.

We further hold, however, that under a motion to dismiss an Iowa action without prejudice on the ground of forum nonconveniens, such a clause, if otherwise fair, will be given consideration along with the other factors presented, in determining whether the Iowa court should decline to entertain the suit.

Our reading of that decision suggests that our disapproval of such clauses was only with respect to a denial of personal jurisdiction to a court that clearly had jurisdiction based on the activities of the defendant.

This is not a case in which a choice-of-forum clause has been used to deprive a court of jurisdiction that it otherwise has. It is a case of consent to jurisdiction. Such consent has long been recognized under Iowa law.

We believe that this evidence is insufficient to establish the invalidity of the choice-of-forum clause as a matter of law. Consequently, the issue was one of fact for the district court to resolve in ruling on the motion to dismiss. 1 The district court did not err in assuming in personam jurisdiction over Norman.

Any litigation, mediation, arbitration, or other dispute resolution proceeding arising from or relating to an in-state construction contract shall be conducted in this state.

As used in this section, “in-state construction contract” means a public, private, foreign, or domestic agreement relating to construction, alteration, repair, or maintenance of any real property in this state and includes agreements for architectural services, demolition, design services, development, engineering services, excavation, or any other improvement to real property in this state, including buildings, shafts, wells, and structures, whether on, above, or under real property in this state. “In-state construction contract” does not include any agreement between this state and any other state.

A provision of an in-state construction contract is void and unenforceable as contrary to public policy if the provision does any of the following: a. Makes the in-state construction contract subject to the laws of another state. b. Requires any litigation, mediation, arbitration, or other dispute resolution proceeding arising from the in-state construction contract to be conducted in another state.

The laws of this state shall apply to every in-state construction contract.

The proceeding is now before us on a special appearance, which challenges jurisdiction. Iowa R.Civ.P. 66. The clause in question does not deprive Iowa courts of jurisdiction, and the special appearance is not well taken. Upon remand Coors may if it chooses present a motion to dismiss or other appropriate motion asking the district court to decline to entertain the action, without prejudice to a suit in Colorado. We express no opinion at this time on whether such a motion should be sustained or overruled.

We made that clear by stating the issue as follows: The issue [was] not whether courts in [the state chosen in the contract] had jurisdiction under the clause; it [was] whether the clause [deprived] other courts of jurisdiction they would otherwise possess.

Ponsoldt does not claim the forum-selection clause was entered into due to fraud or overreaching. Instead, Ponsoldt contends he did not read the agreement and that the clause was “[b]uried in the mass of type on Page 4.” Although Ponsoldt was new to the horse trading business, he was an experienced and astute businessman. In Kentucky, one who can read and has an opportunity to read a contract he signs must abide by the terms of the contract. Murphy v. Torstrick, 309 S.W.2d 767, 770 (Ky. 1958). Furthermore, it is the duty of every contracting party to learn and know the contents of a contract before signing it. Commercial Credit Corporation v. Harris, 212 Kan. 310, 314 , 510 P.2d 1322 (1973). We find the forum-selection clause fair and reasonable. The forum selected is the home of one of the parties to the contract and, thus, has a reasonable relationship to the transaction. We hold Ponsoldt voluntarily consented to personal jurisdiction in Saline County, Kansas, by entering into the installment purchase and security agreement with Vanier.

When the language used in the present clause is given its plain meaning, the clause is permissive and does not prevent Thompson from bringing this action in Kansas. This interpretation does not render the clause meaningless. As in Utah Pizza Service, the clause secures the franchiser’s right to sue the franchisees in the franchiser’s forum of choice.

Any litigation, arbitration or other dispute resolution proceeding arising from such contract shall be conducted in this state. Any provision, covenant or clause in such contract that conflicts with the provisions of this subsection shall be void and unenforceable.

Venue of such an action shall be in the county where the real property is located. The hearing in such an arbitration shall be held in the county where the real property is located.

(e) Notwithstanding any contractual provision to the contrary, the laws of the state of Kansas shall apply to and govern every contract to be performed in this state.

"Contract" means any construction contract, motor carrier transportation contract, dealer agreement or franchise agreement.

At the option of Seller, jurisdiction and venue for any dispute arising under or in relation to this contract shall lie only in the Seller’s state and county as set forth in paragraph 1 above [Saline County, Kansas].

The forum-selection clause states “any action brought pursuant to this Agreement . . . shall properly lie” in either of the two named Florida courts.

The Court concluded the forum-selection clause should have been enforced unless Zapata could clearly show “enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” 407 U.S. at 15 .

(1) "Construction contract" means an agreement for the design, construction, alteration, renovation, repair or maintenance of a building, structure, highway, road, bridge, water line, sewer line, oil line, gas line, appurtenance or other improvement to real property, including any moving, demolition or excavation, except that no deed, lease, easement, license or other instrument granting an interest in or the right to possess property shall be deemed to be a construction contract even if the instrument includes the right to design, construct, alter, renovate, repair or maintain improvements on such real property. "Construction contract" shall not include any design, construction, alteration, renovation, repair or maintenance of: (A) Dirt or gravel roads used to access oil and gas wells and associated facilities; or (B) oil flow lines or gas gathering lines used in association with the transportation of production from oil and gas wells from the wellhead to oil storage facilities or gas transmission lines.

(4) "Dealership agreement" means an oral or written agreement of definite or indefinite duration between an equipment manufacturer or service provider and an equipment or service dealer which provides for the rights and obligations of the parties with respect to the purchase or sale of such equipment or services.

(5) "Franchise agreement" means any contract or franchise or any other terminology used to describe the contractual relationship between manufacturers, distributors and dealers, by which: (A) A right is granted one party to engage in the business of offering, selling or otherwise distributing goods or services under a marketing plan or system prescribed in substantial part by the other party, and in which there is a community of interest in the marketing of goods or services at wholesale or retail, by lease, agreement or otherwise; and (B) the operation of the grantee's business pursuant to such agreement is substantially associated with the grantor's trademark, service mark, trade name, logotype, advertising or other commercial symbol designating the grantor or an affiliate of the grantor.

(7) "Motor carrier transportation contract" means, with respect to a motor carrier as defined in 49 C.F.R. § 390.5, as in effect on July 1, 2017, or any later version as established in rules and regulations adopted by the state corporation commission, a contract, agreement or understanding covering: (A) The transportation of property by a motor carrier; (B) the entrance on property by the motor carrier for the purpose of loading, unloading or transporting property; or (C) a service incidental to activity described in subparagraph (A) or (B) including, but not limited to, storage of property. "Motor carrier transportation contract" shall not include the uniform intermodal interchange and facilities access agreement administered by the intermodal association of North America or other agreements providing for the interchange, use or possession of intermodal chassis, containers or other intermodal equipment.

On appeal, we found the transaction bore a reasonable relationship to New York and stated the “[pjarties had the right to agree that New York would be the forum for determining any disputes arising out of the contract.’’ 225 Kan. at 61 .

The provisions of every employment contract or agreement, or provisions thereof, by which any foreign or domestic employer or any other person or entity includes a choice of forum clause or choice of law clause in an employee's contract of employment or collective bargaining agreement, or attempts to enforce either a choice of forum clause or choice of law clause in any civil or administrative action involving an employee, shall be null and void except where the choice of forum clause or choice of law clause is expressly, knowingly, and voluntarily agreed to and ratified by the employee after the occurrence of the incident which is the subject of the civil or administrative action.

We hold that such clauses should be enforced in Louisiana unless the resisting party can “clearly show that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching .... [or that] enforcement would contravene a strong public policy of the forum in which suit is brought, whether declared by statute or by judicial decision.”

We granted this writ application to resolve a split in the circuit courts of appeal regarding whether forum selection clauses are per se violative of public policy in Louisiana.

This court has long recognized that the freedom to contract is an important public policy.

Based on our review of the law, we find no reason for Louisiana to deviate from the general rule set forth by the United States Supreme Court that contractual forum selection clauses are prima facie valid.

B. The legislature finds that, with respect to construction contracts, subcontracts, and purchase orders for public and private works projects, when one of the parties is domiciled in Louisiana, and the work to be done and the equipment and materials to be supplied involve construction projects in this state, any provision in such agreements requiring disputes to be resolved in a forum outside of this state or requiring their interpretation to be governed by the laws of another jurisdiction are inequitable and against the public policy of this state. C. The legislature hereby declares null, void, and unenforceable as against public policy any provision in a contract, subcontract, or purchase order, as described in Subsection B of this Section, which either: (1) Requires a suit or arbitration proceeding to be brought in a forum or jurisdiction outside of this state; rather, such actions or proceedings may be pursued in accordance with the Code of Civil Procedure or other laws of this state governing similar actions. (2) Requires interpretation of the agreement according to the laws of another jurisdiction.

A.(1) For purposes of this Chapter, "construction contract" means any agreement for the design, construction, alteration, renovation, repair, or maintenance of a building, structure, highway, road, bridge, water line, sewer line, oil line, gas line, appurtenance, or other improvement to real property, or repair or maintenance of a highway, road, or bridge, including any moving, demolition, or excavation. (2) "Construction contract" does not include any design, construction, alteration, renovation, repair, or maintenance of the following: (a) Any dirt or gravel road used to access oil and gas wells and associated facilities. (b) Oil flow lines or gas gathering lines used in association with the transportation of production from oil and gas wells from the point that oil and gas becomes comingled for transportation to oil storage facilities or gas transmission lines. (c) Any deed, lease, easement, license, or other instrument granting an interest in or the right to possess property even if the instrument includes the right to design, construct, alter, renovate, repair, or maintain improvements on such real property. (d) Upstream, midstream, or downstream oil, gas, chemical, petrochemical, or fuel manufacturing facilities or infrastructure, including refineries, processing plants, terminals, or associated appurtenant structures and facilities.

D. The provisions of this Section apply to contracts, subcontracts, and purchase orders as described in Subsection B of this Section. E. Notwithstanding any other provisions of law to the contrary, the provisions of this Section do not apply to negotiated labor contracts.

In reaching this conclusion, we recognize the legislature has the authority to enact a statute providing for wholesale prohibition on the enforcement of forum selection clauses. However, Article 44(A) is not such a provision. If indeed it is the intent of the legislature to declare such a public policy, we trust it will move to enact one. DECREE Accordingly, for the foregoing reasons, the judgments of the lower courts overruling Rimkus’ declinatory exception of venue are reversed. REVERSED AND RENDERED.

VICTORY, J., dissenting. For numerous reasons, I dissent from the majority opinion which upholds the forum selection clause in this case. In my view, forum selection clauses are prohibited by statute and contravene a strong public policy of Louisiana. Further, they are contrary to Louisiana’s comprehensive venue scheme and our law on forum non conveniens. Therefore, they are unenforceable under Louisiana law.

In the notarized recognition of debt, the parties agreed that the place of jurisdiction for all disputes arising in connection with or as a result of their agreement would be Frankfurt am Main. This forum selection clause would be meaningless unless it provides courts in Frankfurt am Main with authority to exercise personal jurisdiction over the parties. Therefore, the court properly concluded that Zorn impliedly agreed to be subject to the jurisdiction of the German courts.

Therefore, the court acted within the bounds of its discretion in ruling on the issue of nonrecognition without holding an evidentiary hearing. See M.R. Civ. P. 7(b)(7); see also Guardianship of K-M, 2005 ME 8, ¶ 37 , 866 A.2d 106, 117 (holding an evidentiary hearing is not required when the documentary information is adequate). The entry is: Judgment affirmed.

Baker does not allege that Lloyd’s deceived him about the meaning or purpose of the forum selection clause, nor that it was surreptitiously added to the 1987 General Undertaking. Indeed, he admits in his affidavit that before signing the 1987 General Undertaking he “noted” the forum selection clause and signed despite its presence. Moreover, Baker concedes that the entry of a default judgment against him was not the result of any chicanery on the part of Lloyd’s, but rather was the result of his decision not to defend in order to conserve his resources. Thus, Baker failed to make any showing that the English judgment was the product of fraud or deception designed to prevent him from fully litigating a suit brought pursuant to the forum selection clause, or that there was fraud in the process by which jurisdiction was established.

Given the court’s decision to recognize the English Court’s judgment as a final and valid judgment, and the inapplicability of the doctrine asserted in the demed amendment, 6 there was no error in the court’s demal of Baker’s motion to amend. The entry is: Judgment affirmed.

This agreement shall be governed and construed in accordance with the laws of the Province of Quebec and the courts of such province shall have exclusive jurisdiction over any dispute hereunder. The Indemnifying Parties and the Indemnified Parties irrevocably submit to the courts of the province of Quebec in any action or proceedings arising ou[t] of or relating to this Agreement and hereby elect domicile, for all such purposes, in the judicial district of Montreal, and they furthermore agree to be bound by any final judgment of the said courts and undertake not to seek, and hereby waive, any review by the courts of any other jurisdiction with respect to the merits of any judgment obtained against either of them pursuant to this Agreement.

However, because the procedures employed by Roy were reasonably calculated to provide notice to Buckley and do not offend our concepts of due process, the imperatives of comity require our courts to recognize the Canadian judgment against Buckley. The entry is: Judgment vacated. Remanded for further proceedings consistent with the opinion herein.

In these circumstances, Buckley’s refusal to accept receipt of the registered mail from Roy’s attorneys containing a summons and a copy of the declaration was tantamount to an evasion of service of process.

The trial court did not err when it upheld the choice of law provision providing that Delaware law applies to disputes arising from the employment agreement.

We agree with these authorities and therefore hold that when the parties to a contract agree that actions arising from that contract will be brought in a particular forum, that agreement should be given effect unless it is shown by the party seeking to avoid the agreement that to do so would be unfair or unreasonable. To the extent that Detwiler is inconsistent with our opinion, it is overruled.

The elements of unreasonableness can be divided into three categories: (1) the chosen forum is a seriously inconvenient place for trial; (2) the choice of forum agreement is one of adhesion; and (3) the agreement is otherwise unreasonable.

In The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972), the Supreme Court stated that for the chosen forum to be “seriously inconvenient,” one party would have to be “effectively deprived of a meaningful day in court.”

Forum selection clauses in contracts which are termed adhesion — “take-it-or-leave-it” — contracts and which are the product of unequal bargaining power between the parties are unreasonable.

Provisions contained in, or executed in connection with, a building and construction contract to be performed in Minnesota making the contract subject to the laws of another state or requiring that any litigation, arbitration, or other dispute resolution process on the contract occur in another state are void and unenforceable.

Subd. 3. Choice of law; venue. (a) An employer must not require an employee who primarily resides and works in Minnesota, as a condition of employment, to agree to a provision in an agreement or contract that would do either of the following: (1) require the employee to adjudicate outside of Minnesota a claim arising in Minnesota; or (2) deprive the employee of the substantive protection of Minnesota law with respect to a controversy arising in Minnesota.

(b) Any provision of a contract or agreement that violates paragraph (a) is voidable at any time by the employee and if a provision is rendered void at the request of the employee, the matter shall be adjudicated in Minnesota and Minnesota law shall govern the dispute.

(d) For purposes of this section, adjudication includes litigation and arbitration. (e) This subdivision applies only to claims arising under this section.

In support of the view that the contract before this court is one of adhesion, it could be argued that the forum selection clause is boilerplate language contained in a printed form contract prepared by respondent on a “take-it-or-leave-it” basis. However, these factors alone do not define adhesion contracts. Appellant has not shown, for example, a great disparity in bargaining power, that there was no opportunity for negotiation, or that the press brake could not have been obtained elsewhere. See Green v. Clinic Masters, Inc., 272 N.W.2d 813, 816 (S.D.1978). The clause in question was not written in technical jargon and was contained in an easily readable contract and consisting of only two pages. Appellant is not an unsophisticated individual, but a business corporation that presumably has personnel able to evaluate agreements such as that involved in this case. In short, the choice of forum was made in an arm’s-length transaction between persons having business experience; it should be honored by the parties and enforced by the courts absent some compelling and countervailing reason.

Other indications of unreasonableness in forum selection agreements are sure to arise where for reasons other than those enumerated above, to enforce the agreement would be unfair or unreasonable. One example is where enforcement of the forum selection clause “would contravene a strong public policy of the forum in which suit is brought, whether declared by statute or by judicial decision.”

The assertion of counterclaims and cross-claims is irrelevant to the determination of whether respondent waived the contractual forum selection clause. In contract law, a waiver is defined as an intentional relinquishment of a known right, and it must “clearly be made to appear from the facts disclosed.”

Applying this test, there can be no doubt that respondent did not intend, at any time in the litigation, to waive the forum selection clause. Respondent’s assertion of a counterclaim and cross-claims does not express an intent to waive the contractual defense, especially when that defense is interposed in the same pleading.

"Building and construction contract" means a contract for the design, construction, alteration, improvement, repair or maintenance of real property, highways, roads or bridges. The term does not include contracts for the maintenance or repair of machinery, equipment or other such devices used as part of a manufacturing, converting or other production process, including electric, gas, steam, and telephone utility equipment used for production, transmission, or distribution purposes.

For the purpose of this section, "building and construction contract" has the meaning given the term in section 337.01 .

The only case in which inconvenience was determinative is Matthiessen v. National Trailer Convoy, Inc., 294 F.Supp. 1132 (D.Minn.1968), where the plaintiff alleged that he would be unable to prosecute his claim if the forum clause was enforced. Id. at 1135 . Appellant has made no such allegation in this case.

Under such circumstances it is incumbent upon the party seeking to escape the contract to show that to be forced to litigate in the contractual forum would be unreasonable. Appellant has failed to make such a showing.

(c) "Employee" as used in this section means any individual who performs services for an employer, including independent contractors.

A provision, covenant, clause, or understanding that is in, collateral to, or affects a construction contract for a project in this state and that makes the contract subject to the laws of another state or that requires any litigation, arbitration, or other dispute resolution proceeding arising from a dispute pertaining to the contract to be conducted in another state is against the public policy of this state and is void and unenforceable.

In reliance on our decision in Keystone v. Triad Systems Corporation, 1998 MT 326, 292 Mont. 229, 971 P.2d 1240, the District Court concluded that forum selection clauses are against Montana public policy, stating: “choice of forum clauses are void as unconstitutional.”

Accordingly, we accept the choice of law clause as valid and apply California law in interpreting the forum selection clause contained in the Purchase Agreement. See Polzin, ¶ 19 (applying Washington law in determining that the forum selection clause was valid and that Montana venue was inappropriate under the terms of the contract). B.

In sum, we refuse to apply the law of the state chosen by the parties if three factors are met: (1) but for the choice of law provision, Montana law would apply under § 188 of the Restatement; (2) Montana has a materially greater interest in the particular issue than the parties chosen state; and (3) application of the chosen state’s law would contravene a Montana fundamental policy.

A contractual choice of law clause is valid unless three factors can be established: “(1) but for the choice of law provision, Montana law would apply under § 188 of the Restatement', (2) Montana has a materially greater interest in the particular issue than the parties [sic] chosen state; and (3) application of the chosen state’s law would contravene a Montana fundamental policy.”

IT IS FURTHER ORDERED that the District Court’s Order of April 28, 2014, denying San Diego’s Motion to Dismiss or Stay is VACATED. This matter is remanded to the District Court with instructions to DISMISS the action in accordance with this Opinion.

If the parties have agreed in writing that an action on a controversy shall be brought only in another state and it is brought in a court of this state, the court will dismiss or stay the action, as appropriate, unless (1) the court is required by statute to entertain the action; (2) the plaintiff cannot secure effective relief in the other state, for reasons other than delay in bringing the action; (3) the other state would be a substantially less convenient place for the trial of the action than this state; (4) the agreement as to the place of the action was obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means; or (5) it would for some other reason be unfair or unreasonable to enforce the agreement.

This section does not apply to cognovit clauses, to arbitration clauses, or to the appointment of an agent for the service of process

Sections 25-413 to 25-417 may be cited as the Model Uniform Choice of Forum Act.

A provision that purports to require that the venue for a court or arbitration hearing be held at any location outside of the state.

When the court finds that in the interest of substantial justice the action should be heard in another forum, the court may stay or dismiss the action

If, then, § 25-415 is a valid exercise by the Legislature, we are compelled to determine that the provision contained in Inland's bond is not void as being contrary to public policy

Section 25-415 is part of the Model Uniform Choice of Forum Act adopted by the Legislature of the State of Nebraska in 1969.

whether the exceptions contained in § 25-415 are specifically spelled out in the bond or not, they are a part of the bond and must be considered by any court

We believe that the provisions of § 25-415 are valid, and, likewise, the provisions of the bond are enforceable.

In the absence of one of the five listed exceptions, § 25-415 requires dismissal of an action only when the forum selection clause is mandatory.

Under the Act, Nebraska courts are generally directed to enforce forum selection clauses unless certain statutory exceptions apply.

A party seeking to avoid a contractual forum selection clause bears a heavy burden of showing that the clause should not be enforced

If the forum selection clause is permissive rather than mandatory, § 25-415 does not require dismissal of the Nebraska action.

We further conclude that although the forum selection clauses in the remaining seven leases were permissive rather than mandatory, the court did not err in dismissing the complaint as to Patriot with regard to these leases because the Pennsylvania action was pending at the time the golf courses filed this action for declaratory judgment in Nebraska.

Under Nebraska law, the enforceability of a forum selection clause is evaluated by the terms of the Choice of Forum Act.

Based on Burger King Corp. v. Rudzewicz , the weight of authority holds that a valid and enforceable choice of forum clause in a contract is sufficient in itself to waive the requirement of minimum contacts and to submit the nonresident to the jurisdiction of the forum state

We read Ameritas Invest. Corp. v. McKinney, supra, and Atlantic Marine Constr. Co. v. United States Dist. Court for Western Dist. of Tex., supra, to require courts to consider both private and public interest factors when determining whether this state is a reasonably convenient place for the trial of the action under § 25-414(1)(b).

This is plainly incorrect as there is widespread consensus that parties may not deprive a court of subject matter jurisdiction by their own agreement

The Nebraska Construction Prompt Pay Act does not apply to improvements to real property intended for residential purposes when the residence consists of no more than four residential units.

The Nebraska Construction Prompt Pay Act applies to contracts or subcontracts entered into on or after October 1, 2010.

If the parties have agreed in writing that an action on a controversy may be brought in this state and the agreement provides the only basis for the exercise of jurisdiction, a court of this state will entertain the action if (a) the court has power under the law of this state to entertain the action; (b) this state is a reasonably convenient place for the trial of the action; (c) the agreement as to the place of the action was not obtained by misrepresentation, duress, the abuse of economic power, or other unconscionable means; and (d) the defendant, if within the state, was served as required by law of this state in the case of persons within the state or, if without the state, was served either personally or by certified mail directed to his last-known address.

The following provisions in any contract or subcontract for construction work performed within the State of Nebraska shall be against public policy and shall be void and unenforceable:

Sections 45-1201 to 45-1211 shall be known and may be cited as the Nebraska Construction Prompt Pay Act.

Accordingly, we hold that forum-selection clauses in franchise agreements are presumptively invalid, and should not be enforced unless the franchisor can satisfy the burden of proving that such a clause was not imposed on the franchisee unfairly on the basis of its superior bargaining position.

We hold that such clauses are presumptively invalid because they fundamentally conflict with the basic legislative objectives of protecting franchisees from the superior bargaining power of franchisors and providing swift and effective judicial relief against franchisors that violate the Act. A significant difference exists between the function of a forum-selection clause in an arms-length commercial contract and its function in a typical contract subject to the Franchise Act.

2. a. It shall be a violation of the "Franchise Practices Act," P.L.1971, c.356 (C.56:10-1 et seq.) for a motor vehicle franchisor to require a motor vehicle franchisee to agree to a term or condition in a franchise, or in any lease or agreement ancillary or collateral to a franchise, which: (1) Requires the motor vehicle franchisee to waive trial by jury in actions involving the motor vehicle franchisor; or (2) Specifies the jurisdictions, venues or tribunals in which disputes arising with respect to the franchise, lease or agreement shall or shall not be submitted for resolution or otherwise prohibits a motor vehicle franchisee from bringing an action in a particular forum otherwise available under the law of this State; or (3) Requires that disputes between the motor vehicle franchisor and motor vehicle franchisee be submitted to arbitration or to any other binding alternate dispute resolution procedure; provided, however, that any franchise, lease or agreement may authorize the submission of a dispute to arbitration or to binding alternate dispute resolution if the motor vehicle franchisor and motor vehicle franchisee voluntarily agree to submit the dispute to arbitration or binding alternate dispute resolution at the time the dispute arises.

f. All contracts for the improvement of structures entered into after the effective date of P.L.2006, c.96 between owners, prime contractors, subcontractors or subsubcontractors shall provide that disputes regarding whether a party has failed to make payments required pursuant to this section may be submitted to a process of alternative dispute resolution. Alternative dispute resolution permitted by this section shall not apply to disputes concerning the bid solicitation or award process, or to the formation of contracts or subcontracts. In any civil action brought to collect payments pursuant to this section, the action shall be conducted inside of this State and the prevailing party shall be awarded reasonable costs and attorney fees.

Evidence that the forum-selection clause was included as part of the standard franchise agreement, without more, is insufficient to overcome the presumption of invalidity. We anticipate that a franchisor could sustain its burden of proof by offering evidence of specific negotiations over the inclusion of the forum-selection clause and that it was included in exchange for specific concessions to the franchisee. Absent such proof, or other similarly persuasive proof demonstrating that the forum-selection clause was not imposed on the franchisee against its will, a trial court should conclude that the presumption against the enforceability of forum-selection clauses in franchise agreements subject to the Act has not been overcome.

b. For the purposes of this section, it shall be presumed that a motor vehicle franchisee has been required to agree to a term or condition in violation of this section as a condition of the offer, grant or renewal of a franchise or of any lease or agreement ancillary or collateral to a franchise, if the motor vehicle franchisee, at the time of the offer, grant or renewal of the franchise, lease or agreement is not offered the option of an identical franchise, lease or agreement without the term or condition proscribed by this section.

c. In addition to any remedy provided in the "Franchise Practices Act," any term or condition included in a franchise, or in any lease or agreement ancillary or collateral to a franchise, in violation of this section may be revoked by the motor vehicle franchisee by written notice to the motor vehicle franchisor within 60 days of the motor vehicle franchisee's receipt of the fully executed franchise, lease or agreement. This revocation shall not otherwise affect the validity, effectiveness or enforceability of the franchise, lease or agreement.

Any franchisee may bring an action against its franchisor for violation of this act in the Superior Court of the State of New Jersey to recover damages sustained by reason of any violation of this act and, where appropriate, shall be entitled to injunctive relief. Such franchisee, if successful, shall also be entitled to the costs of the action including but not limited to reasonable attorney's fees.

The critical provision of the IVAR Agreement is subparagraph 17A, entitled Dispute Resolution, which provides: Any action related to this Agreement will be governed by California law, excluding choice of law rules, and will be brought exclusively in the United States District Court for Northern California or the California Superior Court of the County of Santa Clara. The parties hereby submit to the personal jurisdiction and venue of such courts.

Although our decision establishes a new rule of law, settled principles dictate that it should apply retroactively to franchise agreements entered into prior to the filing of this opinion. See Frazier v. New Jersey Mfrs. Ins. Co., 142 N.J. 590, 606-07 , 667 A. 2d 670 (1995); Williams v. Bell Tel. Labs., Inc., 132 N.J. 109, 122-23 , 623 A. 2d 234 (1993). IV We reverse the judgment of the Appellate Division and remand the matter to the Law Division for further proceedings consistent with this opinion.

4. This act applies only: a. to a franchise (1) the performance of which contemplates or requires the franchisee to establish or maintain a place of business within the State of New Jersey, (2) where gross sales of products or services between the franchisor and franchisee covered by such franchise shall have exceeded $35,000.00 for the 12 months next preceding the institution of suit pursuant to this act, and (3) where more than 20% of the franchisee's gross sales are intended to be or are derived from such franchise; or b. to a franchise for the sale of new motor vehicles as defined in R.S.39:10-2, the performance of which contemplates or requires the franchisee to establish or maintain a place of business within the State of New Jersey.

1. Notwithstanding any act which limits or affects the right of a person to maintain an action or proceeding, including, but not limited to, paragraph (b) of section thirteen hundred fourteen of the business corporation law and subdivision two of section two hundred-b of the banking law, 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 for which a choice of New York law has been made in whole or in part pursuant to section 5-1401 and which (a) is a contract, agreement or undertaking, contingent or otherwise, in consideration of, or relating to any obligation arising out of a transaction covering in the aggregate, not less than one million dollars, and (b) which contains a provision or provisions whereby such foreign corporation or non-resident agrees to submit to the jurisdiction of the courts of this state.

2. Nothing contained in this section shall be construed to affect the enforcement of any provision respecting choice of forum in any other contract, agreement or undertaking.

Plaintiffs argument, however, is misdirected. The issue they raise is really one of choice of law, not choice of forum; it is the choice of law clause that, according to plaintiffs, may not be enforced. They say, in substance, that, since plaintiffs worked in New York, New York law must govern the deductions from their wages, even though the contract contains a Minnesota choice of law clause. We express no opinion on the merits of plaintiffs’ argument. It could and should have been made to a court in Minnesota— the forum the parties chose by contract. If New York’s interest in applying its own law to this transaction is as powerful as plaintiffs contend, we cannot assume that Minnesota courts would ignore it, any more than we would ignore the interests or policies of the State of Minnesota where they were implicated. In short, objections to a choice of law clause are not a warrant for failure to enforce a choice of forum clause. “Forum selection clauses are enforced because they provide certainty and predictability in the resolution of disputes” (see Brooke Group v JCH Syndicate 488, 87 NY2d 530, 534 [1996]).

The issue here is whether a forum selection clause requiring that any action be brought in Minnesota courts should be enforced. We agree with the Appellate Division that the forum selection clause is valid and affirm its order dismissing the action.

The three plaintiffs in this action, all of whom resided in the Syracuse, New York area, sue on behalf of themselves and the putative class action members who are similarly situated (see CPLR 901). At issue is whether the “expense allowance” paid by each advisor for the maintenance of office space and overhead expenses was a violation of the laws of New York State and requires that the matter be heard in New York State courts. The plaintiffs were all first-year financial advisors at the time that they signed their contracts with IDS Life Insurance Co. (IDS). Plaintiffs earned $2,000 per month and were required to pay $900 per month for expense allowances. These allowances covered all overhead expenses such as building rent and maintenance, office support staff, and office supplies, among other expenses. *245 In December 2002, plaintiffs filed suit in Supreme Court, New York County alleging a violation of Labor Law § 193 and 12 NYCRR 195.1.

§ 757. Void provisions. The following provisions of construction contracts shall be void and unenforceable: 1. A provision, covenant, clause or understanding in, collateral to or affecting a construction contract, with the exception of a contract with a material supplier, that makes the contract subject to the laws of another state or that requires any litigation, arbitration or other dispute resolution proceeding arising from the contract to be conducted in another state.

The parties to any contract, agreement or undertaking, contingent or otherwise, in consideration of, or relating to any obligation arising out of a transaction covering in the aggregate not less than two hundred fifty thousand dollars, including a transaction otherwise covered by subsection (a) of section 1--301 of the uniform commercial code, may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not such contract, agreement or undertaking bears a reasonable relation to this state.

This section shall not apply to any contract, agreement or undertaking (a) for labor or personal services, (b) relating to any transaction for personal, family or household services, or (c) to the extent provided to the contrary in subsection (c) of section 1--301 of the uniform commercial code.

2. Nothing contained in this section shall be construed to limit or deny the enforcement of any provision respecting choice of law in any other contract, agreement or undertaking.

The Appellate Division affirmed, determining: “With respect to the forum-selection clause, plaintiffs specifically contracted to litigate their claim in Minnesota. Thus, they have not been deprived of a forum. Rather, they are time-barred from proceeding in the agreed-upon forum. The fact that New York provides a longer statute of limitations does not avail plaintiffs where they specifically agreed to proceed under Minnesota law.” ( 15 AD3d 306, 308 [2005].)

Supreme Court granted the motion to reargue in order to address the argument that the Minnesota statute of limitations had run and determined that the “statute of limitations” is not the “sort of grave difficulty and inconvenience” that should lead to the application of New York law

1. "Construction contract" means a written or oral agreement for the construction, reconstruction, alteration, maintenance, moving or demolition of any building, structure or improvement, or relating to the excavation of or other development or improvement to land, and where the aggregate cost of the construction project including all labor, services, materials and equipment to be furnished, equals or exceeds one hundred fifty thousand dollars. For the purposes of this article a construction contract shall not include any such contract made and awarded by the state, any public department, any public benefit corporation, any public corporation or official thereof, or a municipal corporation or official thereof for construction, reconstruction, alteration, repair, maintenance, moving or demolition of any public works project nor any contract with a contractor or subcontractor which is part of such project; or any such contract the purpose of which is the construction, reconstruction, alteration, repair, maintenance, moving or demolition of an individual one, two or three family residential dwelling or a residential tract development of one hundred or less one or two family dwellings, or any residential construction project where the aggregate size of such project is four thousand five hundred square feet or less, or any residential project of fewer than seventy-five units which receives financial assistance from the federal government, the state or a municipal entity designed for households earning an average of one hundred twenty-five percent of the housing and urban development agency area median income.

Except as otherwise provided in this section, any provision in a contract entered into in North Carolina that requires the prosecution of any action or the arbitration of any dispute that arises from the contract to be instituted or heard in another state is against public policy and is void and unenforceable. This prohibition shall not apply to non-consumer loan transactions or to any action or arbitration of a dispute that is commenced in another state pursuant to a forum selection provision with the consent of all parties to the contract at the time that the dispute arises.

A provision in any contract, subcontract, or purchase order for the improvement of real property in this State, or the providing of materials therefor, is void and against public policy if it makes the contract, subcontract, or purchase order subject to the laws of another state, or provides that the exclusive forum for any litigation, arbitration, or other dispute resolution process is located in another state.

Any provision in a contract requiring a party to the contract to waive his right to a jury trial is unconscionable as a matter of law and the provision shall be unenforceable. This section does not prohibit parties from entering into agreements to arbitrate or engage in other forms of alternative dispute resolution.

For the foregoing reasons, we embrace the modern view and hold that forum selection clauses are valid in North Carolina. A plaintiff who executes a contract that designates a particular forum for the resolution of disputes and then files suit in another forum seeking to avoid enforcement of a forum selection clause carries a heavy burden and must demonstrate that the clause was the product of fraud or unequal bargaining power or that enforcement of the clause would be unfair or unreasonable. The dissent argues that this Court’s decision in this case “place[s] tens of thousands of our citizens at the mercy of those who will take advantage of them by the use of forum selection clauses.” We disagree. Under our decision, the trial court retains the authority to hear the case when it determines that the forum selection clause was the product of fraud or unequal bargaining power or that the clause would be unfair or unreasonable. We therefore reverse the decision of the Court of Appeals and remand the case to that court for further remand to the Superior Court, Wake County, in order that plaintiff here may have the opportunity to make such a showing that he meets the burden set forth herein. REVERSED AND REMANDED.

this provision is a consent to jurisdiction clause, whereby the contractor, in this case Rouse, waived any right to challenge the North Carolina courts’ exercise of personal jurisdiction over it.

The Gaither decision is correct on its facts but is distinguishable from this case. There is a difference between attempting to fix the venue by contract within the State of North Carolina, where the North Carolina legislature provides for venue in all cases (chapter 1, subchapter IV, “Venue,” article 7 of the North Carolina General Statutes), and attempting to fix the venue by contract in another state. Gaither involved an attempt to fix the venue within North Carolina in contravention of the North Carolina statutory provisions on venue.

one or more of three types of provisions (choice of law, consent to jurisdiction, and forum selection), which have very distinct purposes, may often be found in the boilerplate language of a contract.

By executing a contract for the Project the Contractor agrees to submit itself to the jurisdiction of the courts of the State of North Carolina for all matters arising or to arise hereunder, including but not limited to performance of said contract and payment of all licenses and taxes of whatever nature applicable thereto.

The determinative issue in this appeal is whether a forum selection clause contained in an arm’s-length commercial transaction between two business entities is valid and enforceable, irrespective of the number of contacts involved with the forum state. For the reasons that follow, we hold such clauses in the commercial contract context to be valid and enforceable

The high court in The Bremen also opined that such forum selection clauses in the commercial contract context should be enforced, unless it is clearly shown that enforcement would be unreasonable and unjust, or that the clause was invalid as being a product of fraud or overreaching.

In Kennecorp, we adopted a three-pronged test, similar to the test in Bremen, to determine the validity of a forum-selection clause: (1) Are both parties to the contract commercial entities? (2) Is there evidence of fraud or overreaching? (3) Would enforcement of the clause be unreasonable and unjust? Kennecorp, 66 Ohio St.3d 173 , 610 N.E.2d 987 , syllabus.

Commercial forum-selection clauses between for-profit business entities are prima facie valid. * * * By contrast, in Ohio, forum-selection clauses are less readily enforceable against consumers.” Information Leasing Corp. v. Jaskot, 151 Ohio App.3d 546 , 2003-Ohio-566 , 784 N.E.2d 1192, ¶ 13 .

Contrary to defendants’ argument, we find Schulke Radio, supra, to be readily distinguishable from the instant cause, since Schulke Radio involved a conflict of law issue rather than the forum selection provision issue found herein. Unlike the court of appeals in United Std., supra, we believe that the essential nature of a forum selection clause demands a different type of analysis. While research indicates that forum selection clauses have not been enforced in the past as being against public policy, see Annotation, Validity of Contractual Provision Limiting Place or Court in Which Action May Be Brought (1984), 31 A.L.R. 4th 404 , we believe that the better and more modern view is that such clauses are prima facie valid in the commercial context, so long as the clause has been freely bargained for.

Based on the reasoning set forth in The Bremen, supra, and Burger King, supra, we believe it is clear that forum selection clauses in the commercial contract context should be upheld, so long as enforcement does not deprive litigants of their day in court. Therefore, we hold that absent evidence of fraud or overreaching, a forum selection clause contained in a commercial contract between business entities is valid and enforceable, unless it can be clearly shown that enforcement of the clause would be unreasonable and unjust.

This type of forum-selection clause has been called a “floating forum clause.” While this distinction is important in the application of the test, we conclude that the rule set forth in Kennecorp still applies.

As we articulated in Kennecorp , forum-selection clauses should be distinguished between commercial and noncommercial parties. If both parties are for-profit, commercial entities, the relative size or sophistication of the parties is not a material factor.

You agree that any litigation, related to or arising from this guaranty shall be brought only in the City and County of San Francisco, California and you consent to personal jurisdiction in either state or federal court.

As to enforceability, we have stated that "forum-selection clauses are presumptively valid unless 'unfair or unreasonable.' " Id. at 426-27 , 364 P.3d 328 (quoting Reeves v. Chem Industrial Co. , 262 Or. 95 , 100-01, 495 P.2d 729 (1972) ). A party filing an action outside the selected forum bears the burden of persuading the court not to enforce the clause.

We discussed, as examples, three circumstances where that **261 standard may be met, only one of which is even arguably applicable here.

First, if the forum-selection clause is contained in a " 'contract[ ] of adhesion' that [was] 'the product of unequal bargaining power between the parties,' " the clause should be disregarded.

Second, Oregon does not enforce contracts that are unconscionable or otherwise violate public policy, and this general rule also applies to contracts containing forum-selection clauses.

A third circumstance in which a court may refuse to enforce a forum-selection clause is when doing so would be "seriously inconvenient." Roberts , 358 Or. at 429 , 364 P.3d 328 (quoting Reeves , 262 Or. at 98 , 495 P.2d 729 ). The Restatement elaborates on that circumstance as occurring when the selected forum "would be so seriously an inconvenient forum that to require the plaintiff to bring suit there would be unjust." § 80 comment c. In other words, the inquiry is not whether, on balance, another forum is more convenient or more reasonable than the agreed upon forum, but whether the latter forum is so "seriously inconvenient" that it would be "unjust" to enforce the forum-selection clause.

The court's findings included: "8. Except for representatives of [Trinity], witnesses and attorneys for parties were, and are, located in Oregon; **262 "9. Plaintiff's interest in the collateral securing [Apex's and Lachner's] repayment of the loan was perfected in Oregon; "10. At the time the loan was made [Apex and Lachner] represented that the equipment *23 that was purchased using the loan funds was located in Oregon; "11. Trial of the case will be more expeditious and inexpensive in Oregon; "12. The enforcement of a judgment will be easier and more expeditious in Oregon; "13. Dismissal of this case so that [Trinity] must refile in San Francisco, California, will delay resolution and slow the path to justice; "14. The only party reasonably benefited by application of the venue provisions is [Trinity]." Although the trial court did not fully explain its reasoning, those findings indicate that it applied the wrong standard. The trial court evidently sought to determine which forum-Oregon or California-would be more convenient, rather than whether enforcement the forum-selection clause would be "unfair or unreasonable," in the words of Roberts and Reeves , or so "seriously inconvenient" as to be "unjust," in the words of the Restatement .

For that reason, the trial court did not have discretion to deny Lachner's ORCP 21A (1) motion to dismiss based on the forum-selection clause: The law required the court to dismiss the action. It was legal error not to do so. A peremptory writ of mandamus shall issue.

A construction contract may not include any provision, covenant or clause that: (a) Makes the construction contract subject to the laws of another state or that requires any litigation, arbitration or other dispute resolution proceeding arising from the construction contract to be conducted in another state; or (b) States that a party to the construction contract cannot suspend performance under the construction contract or terminate the construction contract if another party to the construction contract fails to make prompt payments under the construction contract pursuant to ORS 701.620 to 701.640. (2) Any provision, covenant or clause described in subsection (1) of this section is void and unenforceable.

ORS 701.620 to 701.640 do not apply to: (1) A contract for the construction, alteration, repair, maintenance, moving or demolition of a building that is subject to the Low-Rise Residential Dwelling Code; (2) A public contract under ORS 279.835 to 279.855 or ORS chapter 279A, 279B or 279C; or (3) Housing in which all or part of the dwelling units are reserved for rental to persons having an income equal to or less than 80 percent of the median household income for the area as determined by the Housing and Community Services Department.

If a contract is principally for the construction or repair of improvements to real property located in Rhode Island and the contract contains a provision that makes the contract or any conflict arising under it subject to the law of another state; to litigation in the courts of another state; or to arbitration in another state; that provision is voidable by the party that is obligated by the contract to perform the construction or repair.

The superior court of the state of Rhode Island shall have exclusive jurisdiction in relation to the construing or enforceability of § 6-34.1-1.

A contract is principally for the construction or repair of improvements to real property located in Rhode Island if the contract obligates a party, as its principal obligation under the contract, to provide labor, or labor and materials, for the construction or repair of improvements to real property located in Rhode Island as a general contractor or subcontractor.

(1) The contract is a partnership agreement or other agreement governing an entity or trust; (2) The contract provides for a loan or other extension of credit and the party promising to construct or repair improvements does so as part of its agreements with the lender or other extender of credit; or (3) The contract is for the management of real property or improvements and the obligation to construct or repair is part of that management.

A party may waive his or her right to a personal-jurisdiction challenge “by entering into a contract that contains a forum selection clause.”

The Indemnity Agreement in the instant case contains a forum selection clause, which, if valid, declares the intent of defendants to waive any contention as to New York not having personal jurisdiction.

Thus, in the instant case, where we are concerned with whether or not New York had personal jurisdiction over defendants by virtue of the forum selection clause, we, just as did the hearing justice, must apply New York law in addressing the forgery argument presented by defendants.

The decisive issue in this case is whether the terms of a cruise contract were fundamentally unfair and specifically, its forum selection clause.

The passenger ticket contract at issue in this case is considered a maritime contract, the interpretation and enforcement of which is governed by federal maritime law.

A party claiming that the fundamental fairness standard has not been met bears “a heavy burden of proof.”

Forum selection clauses have been held prima facie valid, M/S Bremen v. Zapata OffShore Co., 407 U.S. 1, 10 , 92 S.Ct. 1907, 1913 , 32 L.Ed.2d 513, 520 (1972), but they are subject to judicial scrutiny for fundamental fairness.

In New York, forum selection clauses “are prima facie valid and enforceable unless shown by the resisting party to be unreasonable * * *.” Brooke Group Ltd. v. JCH Syndicate 488, 663 N.E.2d 635, 637 (N.Y. 1996).

selection clause in the Indemnity Agreement is valid. Accordingly, the New York court at issue had personal jurisdiction over the defendants by virtue of the forum selection clause. - 18 - IV Conclusion Accordingly, we affirm the order of the Superior Court.

In light of these undisputed facts and with no material questions of fact remaining, we conclude that summary judgment for Celebrity was correct.

Subsections (b) and (c) of this section are not an exclusive list of situations in which a contract is or is not principally for the construction or repair of improvements to real property located in this state.

We issued a writ of certiorari to consider the applicability of the doctrine of forum non conveniens in Rhode Island jurisprudence. The petitioners/defendants sought review of Superior Court orders denying their motions to dismiss in thirty-nine civil actions filed in Rhode Island by Canadian residents. For the reasons set forth in this opinion, we join forty-six of our sister states and the federal courts by formally recognizing the doctrine of forum non conveniens. We vacate, therefore, the orders of the Superior Court.

Accordingly, New York law provides as follows: “[Forum selection clauses will not be] set aside unless a party demonstrates that the enforcement of such would be unreasonable and unjust or that the clause is invalid because of fraud or overreaching, such that a trial in the contractual forum would be so gravely difficult and inconvenient that the challenging party would, for all practical purposes, be deprived of his or her day in court * * *.” Sterling National Bank v. Eastern Shipping Worldwide, Inc., 826 N.Y.S.2d 235, 237 (N.Y. App. Div. 2006)

when the parties to a contract agree that actions arising from that contract will be brought in a particular jurisdiction, that agreement should be given effect unless it is shown that to do so would be unfair or unreasonable.

The forum selection clause in the Lease unambiguously provides that “any suit by either of the parties pursuant to this Lease . . . shall be in Stearns County District Court, Stearns County, Minnesota.”

The mandatory language for filing suit in Stearns County, Minnesota, applies to both parties.

We reverse Issue 2), but affirm Issue 3) on the basis that there is no sufficient showing that the forum selection clause is invalid.

it remains difficult to determine whether the forum selection clause is unfair or unreasonable under South Dakota law because of the undeveloped record and incomplete reasoning on the part of the trial court.

The modern cases say that contracts limiting judicial jurisdiction will be respected if there is nothing unfair or unreasonable about them, but will be disregarded if they are unfair or unreasonable. They are more likely to be sustained if they related to disputes already arisen or contemplated, but that is not a rigid limitation. They are less likely to be sustained if they appear in adhesion contracts prepared in advance by one of the parties, and will generally *739 be disregarded if genuine inconvenience or inadequacy of remedy would ensue from them.

A forum selection clause may be unreasonable in light of this Court's factors for determining reasonableness: 1. The law which governs the formation and construction of the contract; 2. The residency of the parties; 3. The place of execution and/or performance of the contract; and, 4. The location of the parties and witnesses involved in the litigation.

Under these factors, the forum selection clause may be reasonable. First, the law governing the formation and construction of the contract is the law of France, not the law of South Dakota. Second, both parties are residents of Europe. Third, the place of execution and performance of the contract was Europe, if not France. Finally, the location of the parties and witnesses favors litigation in *740 France. Klenz, AVI and Chubb are located in Europe and only Klenz's attorney is located in South Dakota.

The record does not specify the litigation expenses being sought by Klenz as administratrix or the amount thereof. Nor does the record disclose whether the expenses incurred in the underlying wrongful death suit have been paid to trial counsel or whether Klenz is seeking reimbursement for litigation expenses already paid.

However, the burden is upon the challenger to show that the forum selection clause is unreasonable or unfair and thereby invalid under the circumstances. This burden has not been met and we must affirm this issue.

We reverse and remand with directions for the circuit court to dismiss the action in Spink County.

(a) In this section, "major transaction" means a transaction evidenced by a written agreement under which a person pays or receives, or is obligated to pay or entitled to receive, consideration with an aggregate stated value equal to or greater than $1 million. The term does not include a transaction entered into primarily for personal, family, or household purposes, or to settle a personal injury or wrongful death claim, without regard to the aggregate value. (b) An action arising from a major transaction shall be brought in a county if the party against whom the action is brought has agreed in writing that a suit arising from the transaction may be brought in that county.

(c) Notwithstanding any other provision of this title, an action arising from a major transaction may not be brought in a county if: (1) the party bringing the action has agreed in writing that an action arising from the transaction may not be brought in that county, and the action may be brought in another county of this state or in another jurisdiction; or (2) the party bringing the action has agreed in writing that an action arising from the transaction must be brought in another county of this state or in another jurisdiction, and the action may be brought in that other county, under this section or otherwise, or in that other jurisdiction.

(d) This section does not apply to an action if: (1) the agreement described by this section was unconscionable at the time that it was made; (2) the agreement regarding venue is void under Chapter 272 , Business & Commerce Code; or (3) venue is established under a statute of this state other than this title. (e) This section does not affect venue and jurisdiction in an action arising from a transaction that is not a major transaction.

(a) This section applies only to a construction contract concerning real property located in this state. (b) If a construction contract or an agreement collateral to or affecting the construction contract contains a provision making the contract or agreement or any conflict arising under the contract or agreement subject to another state's law, litigation in the courts of another state, or arbitration in another state, that provision is void as against public policy. (c) To the extent that a venue provision in a contract is void under Subsection (b), unless the parties stipulate to another venue after the dispute arises, an action arising out of the contract shall be brought only in this state in the county in which the property that is the subject of the litigation is located.

In this chapter, "construction contract" means a contract, subcontract, or agreement entered into or made by an owner, architect, engineer, contractor, construction manager, subcontractor, supplier, or material or equipment lessor for the design, construction, alteration, renovation, remodeling, or repair of, or for the furnishing of material or equipment for, a building, structure, appurtenance, or other improvement to or on public or private real property, including moving, demolition, and excavation connected with the real property. The term includes an agreement to which an architect, engineer, or contractor and an owner's lender are parties regarding an assignment of the construction contract or other modifications thereto.

This chapter does not apply to a construction contract that: (1) is a partnership agreement or other agreement governing an entity or trust; (2) provides for a loan or other extension of credit and the party promising to perform the work that is the subject of the construction contract is doing so as part of the party's agreements with the lender or other person who extends credit; or (3) is for the management of real property or improvements and the obligation to perform the work that is the subject of the construction contract is part of that management.

In this chapter, "qualified transaction" means a transaction under which a party: (1) pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $1 million; or (2) lends, advances, borrows, or receives, or is obligated to lend or advance or is entitled to borrow or receive, money or credit with an aggregate value of at least $1 million.

The modern view adopted by a majority of courts and which we adopt today is set forth in section 80 of the Second Restatement of Conflict of Laws: The parties’ agreement as to the place of the action will be given effect unless it is unfair or unreasonable. Restatement (Second) of Conflict of Laws § 80 (Supp.1988). Under this section, a plaintiff who brings an action in violation of a choice-of-forum provision bears the burden of proving that enforcing the clause is unfair or unreasonable. Id. § 80 cmt. c. To meet this burden, a plaintiff must demonstrate that the “chosen state would be so seriously an inconvenient forum that to require the plaintiff to bring suit there would be unjust.” 5 Id. On this point, the United States Supreme Court stated, “[I]t should be incumbent on the party seeking to escape his contract to 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.”

Forcing Prows to shoulder this heavy burden of proof, standing alone, is unjust and for all practical purposes denies him his day in court. We therefore affirm the denial of Pinpoint’s motion to dismiss for lack of venue.

A provision in a construction agreement requiring a dispute arising under the agreement to be resolved in a forum outside of this state is void and unenforceable as against the public policy of this state if: one of the parties to the agreement is domiciled in this state; and work to be done and the equipment and materials to be supplied under the agreement involves a construction project in this state.

on or after May 6, 2026, a person and a veterinarian may not enter into a veterinarian non-compete agreement. Subsection (3)(a) does not apply if the veterinarian has at least a 5% ownership interest in the person's business. A veterinarian non-compete agreement that violates this Subsection (3) is void. If a provision in a veterinarian non-compete agreement entered into on or after May 6, 2026, requires that the parties to a dispute arising under the veterinarian non-compete agreement resolve the dispute in a forum outside of this state, the provision: is void and unenforceable; and is considered against the public policy of this state.

While this is a heavy burden, it is not insurmountable. See Validity of Contractual Provision Limiting Place or Court In Which Action May Be Brought, 31 AL.R.4th 404, § 4[c] (1984) (listing cases where courts found choice-of-forum provisions unreasonable). After careful consideration of the record, we conclude that Prows met this burden of proof.

Requiring a bifurcated trial on the same issues contravenes the “objective of modern procedure,” which is to “litigate all claims in one action if that is possible.” Dyersburg Machine Works, Inc. v. Rentenbach Eng’g Co., 650 S.W.2d 878, 380-81 (Tenn.1988) (court refused to enforce a forum selection clause because of the likelihood that the chosen forum had jurisdiction over only two of three defendants). It also increases the cost of litigation. Increased costs and policy considerations aside, however, requiring Prows to litigate against Pinpoint in New York and Flying J in Utah would twice impose on him the onerous burden of proving a “conspiracy” between two defendants, only one of whom is present at each trial.

This section applies to a construction agreement executed, renewed, or materially modified on or after May 5, 1997.

5 . A party might also show that (1) the choice-of-forum provision was "obtained by fraud, duress, the abuse of economic power, or other unconscionable means”; or (2) the courts of the chosen state "would be closed to the suit or would not handle it effectively or fairly.” Restatement (Second) of Conflict of Laws § 80, cmt. c (Supp. 1988).

Teton's argument is not persuasive. The primary purpose of section 13-8-3 is to prohibit out-of-state contractors, construction managers, or suppliers from haling a Utah resident into a foreign state's court when the work by the Utah resident is performed within the State of Utah. The statute furthers Utah's policy interest in. providing its residents with a forum in which they can pursue their legal claims. See Utah Code Ann. § 78-27-22 (2002); Trillium, 2001 UT 101 at ¶ 20 , 37 P.3d 1093 . Therefore, contrary to Teton's assertions, the policy expressed by section 18-8-3 would be best served by enforcing the forum selection clause at issue in this case and allowing Jacobsen to litigate its claims in its home state.

We find the reasoning of the above-cited cases compelling and hold that forum selection clauses need not make specific mention of a consent to jurisdiction when the language of the clause makes the parties' intention to resolve disputes in a particular forum evident.

As used in this section, "construction agreement" means a construction contract, subcontract, or purchase order for the design, construction, installation, or repair of an improvement to real property between a: construction manager; general contractor; subcontractor; sub-subcontractor; supplier; or any combination of the persons described under Subsections (1)(a) through (e) .

According to the modern view, which we now embrace, contractual provisions limiting the place or court where potential actions between the parties may be brought are prima facie valid and should be enforced, unless the party challenging enforcement establishes that such provisions are unfair or unreasonable, or are affected by fraud or unequal bargaining power.

Where a party whose principal place of business is in the Commonwealth enters into a contract on or after July 1, 1997, to design, manage construction of, construct, alter, repair, maintain, move, demolish, or excavate, or supply goods, equipment, or materials for the construction, alteration, repair, maintenance, movement, demolition, or excavation of a building, structure, appurtenance, road, bridge, or tunnel which is physically located in the Commonwealth, any cause of action arising under such contract may be brought in the jurisdiction where the construction project is located, or such other jurisdiction where the venue is proper under the provisions of this chapter. Any provision in the contract mandating that such action be brought in a location outside the Commonwealth shall be unenforceable.

The forum for any arbitration proceedings required in such a contract entered into on or after July 1, 1991, shall be in this Commonwealth. If the contract provides for arbitration proceedings outside the Commonwealth, such provision is unenforceable and arbitration proceedings shall be in the county or city where the work is to be performed, unless the parties agree to conduct the proceedings elsewhere within the Commonwealth. The enforceability of the remaining provisions of the arbitration agreement and the method of selecting a forum for the conduct of the arbitration proceedings are as provided in this Code, the Federal Arbitration Act, and any applicable rules of arbitration.

Agreements 2 and 5 contained a forum selection clause with language slightly different from the other four. We have italicized the different language. "This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and Dealer consents to the jurisdiction and venue of any local, state or federal court located within the State of New York upon service of process made in accordance with the statutes of New York and the United States, and further agrees that any and all causes of action whether or not arising under this Agreement by and between the parties hereto shall only be brought in a local, state or federal court situated within the State of New York.

Rejecting these contentions, we hold that the plaintiff has failed to establish that enforcement of the forum selection provisions would be unfair or unreasonable.

Because the causes of action asserted arose "under" the agreements, the plaintiff will not be heard to claim unfairness and unreasonableness when at least three, and probably four, of the agreements were executed by the plaintiff's president after the causes of action arose. There is no claim that plaintiff's chief executive officer was inexperienced and, as stated, there is no claim of fraud or overreaching on the part of Canon's representative. The alleged inconvenience of litigation in New York, the anticipated difficulty in joining Dyna-Fax in a New York suit, and the likelihood of this action for intentional conduct stemming from the agreements, all should have been foreseen by the plaintiff which, with full knowledge of the existence of these causes of action, voluntarily entered into the agreements, at least one of which provided for a New York forum "whether or not" the causes of action arose under the agreement. Finally, we do not agree that enforcement of the forum provisions would violate "a strong public policy of Virginia." The plaintiff has pointed to no Virginia case or statute which suggests that Virginia policy rejects forum selection clauses, and we have found none. Indeed, today we have expressly sustained the validity of such provisions, approved their use, and enforced them. For these reasons, the judgment of the trial court will be Affirmed.

In the past, forum selection clauses were viewed with disfavor in most American courts. These clauses, purporting to confer jurisdiction on specifically named courts for adjudication of future controversies, were viewed as unenforceable as "contrary to public policy" and as an effort to "oust the jurisdiction" of the forum court.

Our preference for the foregoing view is consistent with the rule in Virginia, established in a similar context, that where parties to a contract have expressly declared that the agreement shall be construed as made with reference to the law of a particular jurisdiction, we will recognize such agreement and enforce it, applying the law of the stipulated jurisdiction.

The plaintiff assigns three reasons, however, why the clauses should not be enforced. First, the plaintiff says that enforcement under these facts would be "unreasonable and unjust as a matter of law." Elaborating, the plaintiff argues that the "case has nothing to do with any contract existing between plaintiff and defendant, Canon." It argues that the case "would exist if there were no contract" because the charge is that defendants conspired to damage and destroy plaintiff's business in violation of Code §§ 18.2-499 and -500. Additionally, plaintiff asserts that no equivalent to § 18.2-499 exists in New York "and the acts allegedly violating it were committed in Virginia and within a 30-mile radius of Hampton." Also, plaintiff says that "Dyna-Fax, the other corporate defendant, is almost certainly not subject to the jurisdiction of the New York courts for purposes of this suit." Finally, plaintiff asserts that all of the non-party witnesses are Virginians, not subject to subpoena in New York.

A typical synthesis of the Bremen and Carnival Cruise Lines analyses that has been set out by a number of courts is as follows: (1) [A] forum-selection clause is presumptively valid and enforceable and the party resisting it has the burden of demonstrating that it is unreasonable, (2) a court may deny enforcement of such a clause upon a clear showing that, in the particular circumstance, enforcement would be unreasonable, and (3) the clause may be found to be unreasonable if (i) it was induced by fraud or overreaching, (ii) the contractually selected forum is so unfair and inconvenient as, for all practical purposes, to deprive the plaintiff of a remedy or of its day in court, or (iii) enforcement would contravene a strong public policy of the State where the action is filed.

We agree with this analysis, which is generally in agreement with statements in this state’s appellate decisions.

We agree with the United States Supreme Court that “[a] contractual choice-of-forum clause should be held unenforceable if enforcement would contravene a strong public policy of the forum in which suit is brought, whether declared by statute or by judicial decision.”

A provision in a noncompetition covenant signed by an employee or independent contractor who is Washington-based is void and unenforceable: (1) If the covenant requires the employee or independent contractor to adjudicate a noncompetition covenant outside of this state; (2) To the extent it deprives the employee or independent contractor of the protections or benefits of this chapter; or (3) If it allows or requires the application of choice of law principles or the substantive law of any jurisdiction other than Washington state.

Although forum selection clauses are prima facie valid, a forum selection clause may be invalid if it violates the public policy of this state. A decision regarding the enforceability of a forum selection clause is evaluated for an abuse of discretion. If a forum selection clause precludes class actions and thereby significantly impairs Washington citizens’ ability to seek relief under the CPA for small-value claims, the clause violates the public policy underlying the CPA’s dual enforcement scheme expressed in the attorney general and private rights of action under the act. Because AOL’s forum selection clause precludes class actions for small-value CPA claims and there is no feasible alternative *843 avenue for seeking relief on such claims, the forum selection clause is invalid and unenforceable and dismissal was an abuse of discretion. We affirm the Court of Appeals.

In assessing a forum selection clause for enforceability, the court does not accept the pleadings as true. Bank of Am., 108 Wn. App. at 748 ; Voicelink, 86 Wn. App. at 618 . Rather, the challenging party must present evidence to justify nonenforcement.

The trial court dismissed the action on the basis that the forum selection *829 clause requires suit to be brought in Virginia. On appeal, the Court of Appeals reversed, holding that the forum selection clause is unenforceable because the selected forum does not permit class suits, thus violating public policy underlying the CPA. We affirm the Court of Appeals, but on narrower grounds.

We affirm the Court of Appeals’ holding that the forum selection clause in the AOL contract at issue is unenforceable on public policy grounds if the lack of a class action procedure leaves the plaintiff with no feasible avenue for seeking relief for violations of the CPA. Thus, for example, where the value of an individual claim is significant or the absence of a class action option would not, when viewed objectively, be likely to deter an individual action, public policy does not defeat a forum selection clause.

(4) "Noncompetition covenant" includes every written or oral covenant, agreement, or contract by which an employee or independent contractor is prohibited or restrained from engaging in a lawful profession, trade, or business of any kind. A "noncompetition covenant" also includes an agreement that directly or indirectly prohibits the acceptance or transaction of business with a customer. A "noncompetition covenant" does not include: (a) A nonsolicitation agreement; (b) a confidentiality agreement; (c) a covenant prohibiting use or disclosure of trade secrets or inventions; (d) a covenant entered into by a person purchasing or selling the goodwill of a business or otherwise acquiring or disposing of an ownership interest, but only if the person signing the covenant purchases, sells, acquires, or disposes of an interest representing one percent or more of the business; or (e) a covenant entered into by a franchisee when the franchise sale complies with RCW 19.100.020(1).

The circuit court dismissed CBL's action as improvidently commenced in Wisconsin because it read a forum-selection provision in Ludlow's invoices to CBL as mandating that all claims resulting from the parties' commercial transaction be brought in Ohio. We disagree. We read the clauses as permissive, not mandatory.

Here, however, the motion to dismiss was granted based on the forum-selection clause in the invoices, a matter not alleged in CBL's complaint. When, on a motion to dismiss, parties present matters outside the pleadings, the motion should be processed as one for summary judgment.

We further conclude that because the WFDL embodies a strong state public policy, parties cannot avoid it by including a contrary choice of law provision in their contract.

We reverse the circuit court's order dismissing CBL's complaint and we remand for further proceedings on the complaint.

Buyer hereby consents to and submits to the jurisdiction of the courts of the State of Ohio and further consents to venue of any such proceeding in the Common Pleas Court of Sandusky, Ohio, or the United States District Court for the Northern District of Ohio, Western Division, based upon the location of Seller's principal place of business.

The forum-selection clause says nothing about jurisdiction and venue being exclusive to Ohio. The result is that the clause is permissive, not mandatory.

We agree with the circuit court's holding that an invoice can introduce additional terms to the parties' standing agreement, subject to the exceptions in Wis. Stat. § 402.207 (2). We conclude, however, that due to its permissive and ambiguous phrasing, the forum-selection clause does not operate to bar jurisdiction or venue in Wisconsin.

A contract's forum-selection clause is presumptively valid in Wisconsin. Pietroske, Inc. v. Globalcorn, Inc., 2004 WI App 142, ¶ 1 , 275 Wis. 2d 444 , 685 N.W.2d 884 . Our common law obligates parties to a contract to perform their duties under the contract. See Ranes v. American Family Mut. Ins. Co., 219 Wis. 2d 49, 57 , 580 N.W.2d 197 (1998). Therefore, when parties have previously agreed that litigation should be conducted in a particular forum, there is a strong presumption favoring venue in that forum, unless enforcement is shown to be unreasonable under the circumstances. Beilfuss, 274 Wis. 2d 500, ¶ 17 (citing M/S Bremen, 407 U.S. at 10 ). However, where a forum-selection clause is deemed to be unconscionable or a violation of public policy, we have declared it unreasonable and have refused to enforce it.

The language of a mandatory clause shows more than that jurisdiction is appropriate in a designated forum; it unequivo *288 cally mandates exclusive jurisdiction. See Hunt Wesson Foods, Inc. v. Supreme Oil Co., 817 F.2d 75, 77-78 (9th Cir. 1987). Absent specific language of exclusion, an agreement conferring jurisdiction in one forum will not be interpreted as excluding jurisdiction elsewhere. John Boutari & Son, 22 F.3d at 53 .

We conclude that these cases are well-reasoned and we adopt the holdings as the law of Wisconsin on this question.

Even if not clearly permissive, the forum-selection clause at least is ambiguous. We judge a contract's terms objectively by looking to the express words used in the contract.

Regardless as to which interpretation is ultimately correct, both interpretations are reasonable. Contractual language that is reasonably and fairly susceptible of more than one construction is ambiguous. Dieter, 234 Wis. 2d 670, ¶ 15 . We must construe the provision against Ludlow as the drafter.

We hold that, regardless of CBL's claimed lack of awareness of them, the Terms and Conditions on the invoices could become part of the contract, subject to the exceptions of § 402.207(2).

Therefore the court will not honor the parties’ choice of law clause. National does not argue that absent an effective choice of law provision Minnesota law would still apply. Rather, at oral argument and in its brief to this court it contends that Bush does not meet the Wisconsin statutory definition of dealer. We view this as an acknowledgment by National that Wisconsin law applies if the choice of law clause is disregarded.