Though parties often think of forum selection clauses as throwaway “boilerplate” language, a recent case demonstrates the influence such a clause can have on where litigation takes place.
Plaintiff sued defendant in California for fraud and other claims relating to the alleged defective performance of electronic medical records software. Defendant moved to transfer the matter to federal court in Michigan, based on a forum selection clause in the agreement that provided, in relevant part, that “[a]ny and all litigation arising from or relating to this Agreement will be filed and prosecuted before any court of competent subject matter jurisdiction in the State of Michigan.” Plaintiff objected to the motion, arguing that enforcement would violate California public policy in a number of ways. The court rejected plaintiff’s arguments and granted the motion to transfer.
Plaintiff argued that transfer would go against California’s public policy against unfair business practices, and would also be against the policy of incentivizing medical providers to adopt electronic medical records systems. The court rejected these arguments because plaintiff’s motion dealt with venue, i.e., where the lawsuit would occur, not which substantive law would apply. Given that the potential existed for the federal court in Michigan to consider whether California law should apply, transferring the case would not cut against public policy.
The court further rejected plaintiff’s argument that the forum selection clause was unconscionable, given that plaintiff did not dispute that she read the clause, and was a sophisticated party. Moreover, citing to language of the Supreme Court on the issue, the court refused to consider arguments about the parties’ private interests. “When parties agree to a forum-selection clause, they waive the right to challenge the preselected forum as inconvenient or less convenient for themselves or their witnesses, or for their pursuit of the litigation.”
East Bay Women’s Health, Inc. v. gloStream, Inc., 2014 WL 1618382 (N.D.Cal. April 21, 2014)