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Forum Selection and Choice-of-Law Clauses

·

By

ACL

The short answer

A forum selection clause designates where disputes must or may be litigated. A choice-of-law clause selects which state’s law applies. Both are generally enforceable between businesses.

Where it fits in your case

At the start of any dispute, often decided before the merits.

What to expect

  • Mandatory or permissive. Some clauses require suit in one place; others merely allow it.

  • Enforcement. Courts usually enforce them unless unreasonable or unfair in the circumstances.

  • Conflicting documents. When purchase orders, terms, and master agreements name different forums, courts must decide which governs.

  • Choice of law is generally honored if the chosen state has a reasonable connection.

What we need from you

Every contract document, including purchase orders, terms and conditions, and master agreements.

Common misconceptions

  • “We can sue at home regardless.” A mandatory clause may prevent it.

  • “Choice of law decides where we sue.” It is a separate question.

This resource provides general information about Illinois and federal law, not legal advice about your situation. Reading it does not create an attorney-client relationship. The right answer often depends on the specific facts, contract language, policy wording, and deadlines involved.

ALLISONCHOLAW / BUSINESS LITIGATION & COUNSEL

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