East Coast Underground, LLC v. Daniel Utility Construction, Incorporated

Summary

The Supreme Court of Appeals of West Virginia affirmed the dismissal of East Coast Underground, LLC's complaint for improper venue based on a mandatory forum-selection clause in its subcontract with Daniel Utility Construction, Incorporated. The court held that the clause was reasonably communicated, covered the parties and claims, and was not shown to be unreasonable or unjust. The decision was issued as a memorandum decision under Rule 21 of the West Virginia Rules of Appellate Procedure.

Holdings

1. A forum-selection clause contained in the written subcontract was reasonably communicated where the party resisting enforcement was intimately and exclusively involved in negotiating, entering, and executing the contract, and the clause appeared in regular-sized font under a heading addressing choice of law and venue.
2. The mandatory forum-selection clause was presumptively enforceable because it was reasonably communicated, applied to the parties and claims, and was not shown to be unreasonable, unjust, fraudulent, or the product of overreaching.
3. The circuit court did not abuse its discretion by dismissing the complaint for improper venue based on the enforceable forum-selection clause.

Questions Presented

1. Whether the circuit court abused its discretion by dismissing the action for improper venue and enforcing the subcontract's forum-selection clause.
2. Whether the forum-selection clause was reasonably communicated and therefore presumptively enforceable.
3. Whether enforcement of the forum-selection clause would be unreasonable or unjust.

Disposition

affirmed