Fremont Telecom Co., d/b/a Blackfoot Communications v. Kyle Enterprises, LLC, d/b/a Millennium

Summary

The United States District Court for the District of Montana held that Fremont Telecom Co. was bound by a forum-selection clause in a credit agreement between its parent company and Millennium, as well as by a substantially similar clause incorporated into order acknowledgments. The court rejected Fremont's public-policy challenge under Montana law and found the clause valid and enforceable. The court granted Millennium's motion and dismissed the action without prejudice under the doctrine of forum non conveniens.

Holdings

1. Under a common-sense, totality-of-the-circumstances approach, Fremont was sufficiently closely related to the 2016 Credit Agreement and its contractual relationship with Millennium that it was bound by the agreement's forum-selection clause.
2. Even if Fremont were not bound by the 2016 Credit Agreement, Fremont objectively assented to the forum-selection clause in the terms and conditions incorporated into Millennium's order acknowledgments by accepting the acknowledgments and performing without objection.
3. The forum-selection clause was valid and enforceable because Fremont failed to show that enforcing it would contravene a strong Montana public policy or otherwise establish an extraordinary circumstance disfavoring enforcement.

Questions Presented

1. Whether Fremont, although not a signatory to the 2016 Credit Agreement, was bound by that agreement's forum-selection clause because of its close relationship and course of dealing with the signatory and Millennium.
2. Whether Fremont assented to a forum-selection clause incorporated into Millennium's order acknowledgments and linked terms and conditions.
3. Whether the forum-selection clause was invalid or unenforceable under Montana law or public policy.
4. Whether dismissal without prejudice under the doctrine of forum non conveniens was warranted.

Disposition

dismissed