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A Victory for Forum-Selection Clauses

By Lewis J. Cohn and John T. Precobb
February 26, 2014

A recent United States Supreme Court decision, Atlantic Marine Construction, Inc. v. United States District Court for the Western District of Texas, et al, 134 S. Ct. 568, overturns both the United States District Court for the District of Western Texas and the U.S. Court of Appeals for the Fifth Circuit. After rejecting the legal analysis applied in both the lower court and the appeals court, the Supreme Court concluded that where two parties enter into a contract which contains a forum-selection clause and one party attempts to file an action in a jurisdiction not covered by the forum-selection clause: 1) the party defying the clause has the burden of proving that the forum bargained for is inappropriate; 2) when analyzing whether the venue is proper, there is no consideration to be given to the parties' private interests; and 3) although it is typical to apply the state law of the original court to the transferee court when a transfer of venue occurs, this exception to the choice of law rule shall not apply when dealing with a valid forum-selection clause.

Factual Background

The Petitioner, Atlantic Marine Construction Co. (“Atlantic”), a Virginia corporation, has a principal place of business in Virginia. It entered into a contract with the United States Army Corps of Engineers to build a child-development center at Fort Hood, TX. Atlantic subcontracted with J-Crew Management, Inc. (“J-Crew”) to complete the project. The contract between Atlantic and J-Crew contained a forum-selection clause that provided, inter alia, that any disputes between the parties “shall be litigated in the Circuit Court for the City of Norfolk, Virginia, or the United States District Court for the Eastern District of Virginia, Norfolk Division.” When a dispute regarding payment arose, J-Crew filed an action in the Western District of Texas claiming diversity jurisdiction.

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