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June 1, 2016Harrison Tatum
Forum Selection Bylaw—Whether a Board-Adopted Forum Selection Bylaw Choosing North Carolina Courts As the Forum Should Be Upheld By the Court of Chancery of Delaware
City of Providence v. First Citizens Bancshares, Inc., 99 A.3d 229 (Del. Ch. 2014)
March 15, 2018Bryon F. Egan
Forum Selection, Jury Waiver, and Choice of Law in Acquisitions
The forum in which controversies relating to an acquisition are litigated can have a significant impact on the dynamics of the dispute resolution and can also affect the outcome. The forum selected by the buyer usually will be its principal place of business, which may not be acceptable to the seller. Often the seller will attempt to change the designation to a more convenient forum or simply to confer jurisdiction in the forum selected by the buyer without making it the exclusive forum.
March 15, 2013Akash D. Sethi, Derrick Carson, Brad L. Whitlock
Boilerplate Provisions
Black’s Law Dictionary defines “Boilerplate” as: “Language which is used commonly in documents having the same meaning; used to describe standard language in a legal document that is identical in instruments of a like nature.”1 Boilerplate language certainly serves a purpose to reduce transaction costs and avoid protracted negotiation over what, in many instances, are standard terms. But, too often, lawyers rely on this common usage of the term “boilerplate” when examining, or rather glossing over, relatively customary contractual provisions such as recitals, statements of consideration, and the ever-dangerous miscellaneous section. Like other contractual provisions, mere reliance on form boilerplate provisions can yield unintended and often unfavorable results. Therefore, attorneys are cautioned to review these provisions with the same care as they would review the remaining terms of a given contract.
September 15, 2013adarbin
Bob Montgomery Chevrolet, Inc. v. Dent Zone Cos., 409 S.W.3d 181 (Tex. App.---Dallas 2013, no pet.)
After a hailstorm damaged many vehicles in Louisville, Kentucky, Bob Montgomery Chevrolet, Inc. d/b/a Bob Montgomery Collision, a Kentucky-based auto dealership (“Montgomery”), entered into a service agreement with Dent Zone Companies (“Dent Zone”), a Texas-based paintless dent repair (“PDR”) provider, to make Montgomery a certified repair center under its program. The parties executed a one-page agreement (based on a one-page form application) that allocated to Montgomery twenty-five percent of the payments for dent repairs. The application also stated, "Additional benefits, qualifications and details of the [repair] Program are available for your review at [a designated website]." The website document contained a forum-selection clause requiring parties to litigate disputes in Dallas County, Texas. After some weeks passed, Montgomery prematurely terminated the agreement, and Dent Zone subsequently sued Montgomery in Texas for breach of contract. Montgomery filed a special appearance challenging personal jurisdiction, alleging it never assented to the website’s terms.