Will a Utah court enforce a forum selection clause?
Generally yes. In Prows v. Pinpoint Retail Systems the Utah Supreme Court adopted Restatement (Second) of Conflict of Laws § 80: the parties' agreement as to the place of the action will be given effect unless it is unfair or unreasonable, and a plaintiff who sues in violation of the clause bears the burden of proving that enforcing it is unfair or unreasonable. To carry that burden the plaintiff must show the chosen state would be so seriously an inconvenient forum that requiring suit there would be unjust, which Prows took from the United States Supreme Court as trial in the contractual forum being so gravely difficult and inconvenient that the plaintiff would for all practical purposes be deprived of his day in court. Jacobsen Const. Co. v. Teton Builders adds that a forum clause need not mention consent to jurisdiction for the chosen court to have it, so long as the language makes the parties' intention to resolve disputes there evident. Statutes void two kinds of clause: in a construction agreement, a provision requiring disputes to be resolved in a forum outside Utah is void and unenforceable if one party is domiciled in Utah and the work involves a construction project in Utah (§ 13-8-3), and in a veterinarian non-compete entered on or after May 6, 2026 an out-of-state forum provision is void (§ 34-51-201).
The trap
The burden is heavy but not insurmountable: in Prows the plaintiff met it because enforcing the New York forum would have forced him to litigate the same conspiracy claim against one defendant in New York and another in Utah, which the court held unjust and for all practical purposes a denial of his day in court. A clause that would split a multi-party dispute across forums is vulnerable. The Restatement comment Prows adopted lists two further routes: that the clause was obtained by fraud, duress, the abuse of economic power or other unconscionable means, or that the courts of the chosen state would be closed to the suit or would not handle it effectively or fairly. Section 13-8-3 cuts one way only: Jacobsen describes its primary purpose as stopping out-of-state contractors, construction managers or suppliers from haling a Utah resident into a foreign court when the Utah resident's work is performed in Utah, and on that reading the section did not bar a Utah forum clause for a Wyoming project. Its construction agreement is also a defined term, reaching only an agreement between a construction manager, general contractor, subcontractor, sub-subcontractor, supplier or any combination of them. § 13-8-3 applies to agreements executed, renewed or materially modified on or after May 5, 1997.
11 authorities
The words that state the rule
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.”
The words that state the rule
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.
- statuteUtah Code § 13-8-3enactment date not established
The words that state the rule
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.
- statuteUtah Code § 34-51-201enactment date not established
The words that state the rule
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.
The words that state the rule
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.
The words that state the rule
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.
- statuteUtah Code § 13-8-3enactment date not established
The words that state the rule
This section applies to a construction agreement executed, renewed, or materially modified on or after May 5, 1997.
The words that state the rule
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).
The words that state the rule
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.
The words that state the rule
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.
- statuteUtah Code § 13-8-3enactment date not established
The words that state the rule
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) .
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.