Unsigned Forum Selection Clause Still Has Clout

Monday, May 04, 2009 05:29 pm

Unsigned Forum Selection Clause Still Has Clout

If you find yourself debating with another party the appropriate forum for your legal wranglings, take a close look at the agreedupon documents that have passed between you.A forum selection clause need not have been incorporated directly into your contract to be binding.

When you negotiate terms, you open a door

Recently, two metalwork manufacturers, one subcontracting for the other, disputed the viability of a forum selection clause that had been included in one or more purchase orders.New York-located Airflex Industrial, Inc. (Airflex)sent the purchase orders to SRS, Inc. (SRS), a New Jersey corporation.In SRS, Inc. v. Airflex Indus., Civ. Action No. 076122 (KSH), U.S. Dist. Ct. for Dist. of NJ, (October 31, 2008), SRS argued that it couldn't have agreed to the clause since the clause had been printed on the reverse side of a purchase order, which it claimed it never received.However, the evidence proved to the contrary, supporting the districtjudge's ruling that SRS did assent to the clause.

First, there was evidence that SRS had indeed received a purchase order that contained[...]