Forum Selection Clauses in Corporate Charters and Private Contracts: Litigating Enforceability and Interpretation

A live 90-minute CLE webinar with interactive Q&A


Tuesday, December 15, 2020

1:00pm-2:30pm EST, 10:00am-11:30am PST

Early Registration Discount Deadline, Friday, December 4, 2020

or call 1-800-926-7926

This CLE webinar will explore litigating forum selection provisions in contracts and corporate charters. The webinar will first guide counsel through court interpretations of forum selection provisions and drafting conventions. Then, the panel will explore the enforceability and limits of such provisions for certain types of claims when included in corporate charters, as recently discussed in Salzberg v. Sciabacucchi (Del. Mar. 2020), and now Wong v. Restoration Robotics Inc. from California (Sept. 2020).

Description

Two main issues arise with forum selection clauses: enforceability and how courts may interpret them. Although the U.S. Supreme Court held such clauses are enforceable, some provisions fall short due to poor drafting. Some courts have found factual nuances that render a particular clause unenforceable.

If attorneys do not spend enough time negotiating or crafting the wording of the forum selection clause, then courts are left to interpret an ambiguous provision. Attorneys must understand how courts may interpret vague forum selection clauses. As it turns out, the way courts construe these clauses does not always yield the results that counsel expect or prefer.

More recently, parties and corporations add forum selection provisions to their corporate charters, generating questions about these provisions' scope and applicability to litigation subjects and parties. California and Delaware courts reached similar results on this matter with different rationales.

Listen as this experienced panel of litigators discusses the latest understanding and court interpretation of forum selection provisions and best drafting practices.

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Outline

  1. Forum selection provisions
  2. Governing law
  3. Ambiguous provisions
    1. Exclusivity issues
    2. Scope of forum selection
    3. Applicability to non-signatories
    4. Source of forum selection provisions
      1. Contract
      2. Corporate charter documents
    5. Multiple parties
  4. Drafting practices

Benefits

The panel will review these and other key issues:

  • What are forum selection provisions?
  • What law governs?
  • What makes them ambiguous?
  • When will such provisions not be enforced?
  • Can arbitration provisions ever apply retroactively?
  • How does the enforceability of arbitration affect other provisions in the contract?

Faculty

Coyle, John
Professor John F. Coyle

Professor of Law
UNC School of Law

Mr. Coyle joined the Carolina Law faculty in 2010 and serves as the Reef C. Ivey II Distinguished Professor of Law. His...  |  Read More

Lane, Michael
Michael D. Lane

Of Counsel
Greenberg Traurig

Mr. Lane has deep litigation experience in state, federal and administrative courts. He has represented clients in...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include program handouts. To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video

48 hours after event

$247

Download

48 hours after event

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DVD

10 business days after event

$247 + $24.45 S&H