When entering into agreements with larger business entities, whether it be to lease a photocopier or host your website, for example, it is critical that you read the entire agreement, including one possibly costly paragraph – the choice of forum clause. A choice of forum clause binds the parties to litigate the matter in the state or county selected by the offering party. This clause is usually boilerplate language and typically glanced over by the accepting party. However, the inclusion of such a clause could cost you or your company thousands of extra dollars in legal fees should you be sued for failure to make payments or another issue related to a breach of the agreement.
An example would be a pre-printed, non-negotiated commercial lease for an office photocopier. There is typically no room for negotiation other than the price. These agreements also typically contain a choice of forum clause wherein as a party to the lease you have agreed that any disagreements related to the lease will be litigated in the state where the leasing company is located. Should you or your company begin missing payments or have some other dispute with the leasing company, the leasing company would be allowed by the terms of the agreement to sue you in their home state, as far away as New York, Florida or California. You would be required to locate an attorney in that jurisdiction to defend your interests. You might also be required to travel there for a deposition of trial. If you ignore the lawsuit filed in the selected forum, a default judgment could be entered against you, and the Judgment then recognized and enforced by Michigan Courts because of the language in the agreement.
Before entering into an agreement, it is imperative that you review all the language and the fine print, including the choice of forum clause and know that should you have a dispute with the other party, you could be hauled into court in a different state. You may be able to negotiate to remove the forum selection clause from the contract, or simply choose another vendor.
This article was written by , Senior Associate at Demorest Law Firm. Click here to view his professional resume.
