FORUM-SELECTION CLAUSE TRUMPS MANDATORY VENUE BECAUSE “VENUE” DIFFERS FROM “FORUM”

In re Brown
Dallas Court of Appeals, No. 05-12-01354-CV (November 21, 2013)
Justices Moseley (Opinion), Bridges, and Lewis
Plaintiff DISYS sued Brown in Dallas, seeking an injunction and alleging a variety of claims based on Brown’s employment with DISYS. But Brown’s employment agreement specified Virginia as the exclusive forum for resolving all disputes concerning the agreement or Brown’s employment. So, Brown moved to dismiss. When the trial court denied that motion, she sought mandamus relief, which the Court of Appeals granted. The Court first noted that the Texas Supreme Court has consistently granted mandamus to enforce forum-selection clauses. It then brushed aside customary arguments against enforcement of such clauses—fraudulent inducement and inconvenience—largely because it was DISYS that had drafted the agreement and forum-selection clause here. But DISYS also argued the agreement was void as against public policy because Texas law prohibits parties from contracting away mandatory venue—here, the requirement that a suit for injunction be brought in the county of the defendant’s domicile, TEX. CIV. PRAC. & REM. CODE § 65.023. But, the Court explained, “forum” and “venue” have distinct legal meanings. “A forum-selection agreement . . . chooses another state or sovereign as the location for trial, whereas a venue-selection agreement chooses a particular county or court within that state or sovereign.” Because Texas is not the proper “forum” in this case, “its mandatory venue provision is never triggered.” And so the Court of Appeals rejected DISYS’s public policy argument and enforced the forum-selection clause.

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