IAC/InterActiveCorp v. Adam Roston

Summary

The Seventh Circuit affirmed dismissal under forum non conveniens, enforcing a mandatory forum selection clause designating California courts as the exclusive venue for disputes arising from an employment agreement, despite the contract's separate "non-exclusive jurisdiction" language. The court held that plaintiffs who sue under a contract are bound by its forum selection clause, even if the contract is expired or the plaintiff is a nonsignatory (like Bluecrew) seeking to benefit from the agreement. The ruling rejects efforts to evade the clause by arguing the contract is no longer in force or by bringing tort and statutory claims that relate to contractual obligations.

Holdings

1. When plaintiffs pursue claims and relief that arise out of or relate to a contract, they will be bound by that contract's forum selection clause governing disputes that arise out of or relate to the contract.
2. The forum selection clause is mandatory because it uses the word 'will' and specifies a particular venue (federal or state courts in Alameda County, California).
3. The district court did not abuse its discretion because the mandatory forum selection clause eliminated the need to consider the plaintiffs' forum preference and private interest factors, and the public interest factors reasonably favored California.

Questions Presented

1. Whether the forum selection clause in the Employment Agreement applies to the claims in the complaint.
2. Whether the forum selection clause is mandatory or permissive.
3. Whether the district court abused its discretion in dismissing the complaint under forum non conveniens.

Disposition

affirmed