Facts:
The plaintiff, fitness club owner obtained the help of the
defendant, a consulting company whose principal place of business was in
Illinois. The parties contracted so that one of the defendant’s agents would
perform an analysis in order to properly consult the plaintiff on how to
increase their profits. The defendant made the contract and within it outlined
their agreement it stated “It is agreed by and between the parties that
jurisdiction shall vest in the State of Illinois.”
Procedural History:
The complaint was dismissed due to a forum selection clause,
which states that Illinois had jurisdiction. Plaintiff appeals.
Issue:
Did the court error in dismissing the claim due to
jurisdiction?
Discussion:
Yes. Looking at the history of forum selection clauses, a
case, Jacobson v Mailboxes Etc. U.S.A., 419 Mass. 572 has dictated that
the clauses should be enforced as long as it is not unfair or unreasonable to
do so and that it is the party who refutes the clause that has to prove the
forum would be difficult and unreasonable to be upheld. Furthermore, the
language within the clause must be closely examined in order to determine whether
the forum was meant to be exclusive or permissive. Additionally, in determining
the meaning of the language used the “plain meaning of the language” should be
considered. The general rule is that a clause does not make a jurisdiction
exclusive if it only talks about jurisdiction. Looking at the plain language of
the clause it does not give any indication that the jurisdiction is exclusive.
More so, it did not include any type of “choice of law language” to make it
evident that only Illinois would be the proper forum. The clause used in this
contract would seem to be more permissive than mandatory. Although the manner
to determine whether a clause is exclusive or permissive is not uniform and
able to fit all cases, there are a few general approaches. Another approach
would be to use an interpretation against the position of the drafter of the
contract. This approach would also yield the same outcome.
Judgment:
Reversed (DQ).
