Don't Say You Weren't Warned! Court Of Appeal Declines To Enforce Delaware Forum Selection Clause In Delaware Corporation's Certificate Of Incorporation

Ten years ago, I questioned in this space whether a Delaware forum selection charter provision would survive constitutional scrutiny if it involved a de facto waiver of a jury trial:

Is The Court of Chancery Sending Cases To California?

In Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578, Vice Chancellor J. Travis Laster ruled that a Delaware corporation’s certificate of incorporation and bylaws cannot restrict the forum in which stockholders may bring a federal claim. The...

Dismissal Based On Forum Non Conveniens Does Not Trigger Fee Shifting

California generally follows the "American Rule" with respect to attorney's fees.  Trope v. Katz, 11 Cal.4th 274, 278 (1995). Under the American Rule, each party to a lawsuit must ordinarily pay his own attorney's fees. A contract may provide,...

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