Contract – Forum selection clause – Noncompete agreement

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Where an agreement between the parties contained a mandatory forum selection clause in which both parties consented to the exclusive jurisdiction of the courts located in the state of Delaware, the defendants’ motion to dismiss must be allowed, without prejudice to the claims being refiled in Delaware.

“However reprehensible may be the conduct of defendants, at least insofar as it is alleged in the Complaint, the parties’ Nondisclosure, Noncompetition and Intellectual

Property Agreement, executed on June 29, 2011, contains a mandatory forum selection clause. … Forum selection clauses are ‘prima facie valid and should be enforced unless enforcement is shown by the resisting party to be ‘unreasonable’ under the circumstances.’ The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 10 (1972). …

“The fact that the Complaint at issue contains counts that are styled as torts rather than as breaches of contract does not alter the equation. … Nor does timing matter. A motion to dismiss based on a forum selection clause may be raised at any time in the proceedings before a disposition on the merits. … Finally, I agree with defendants that the claims of CondoDomain and BlockAvenue are so closely intertwined that they should be heard together in the chosen Delaware forum. …”

CondoDomain LLC, et al. v. Colantuoni, et al. (Lawyers Weekly No. 02-326-11) (3 pages) (Stearns, J.) (USDC) (Civil Action No. 11-11446-RGS) (Oct. 21, 2011).

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