Belt and Suspenders
a Blog by JMD Law, LLC
Boilerplate Clause Breakdown
Buried in the back of contracts, often in a section titled “miscellaneous”, are the often overlooked, but very important, boilerplate terms that dictate things like applicable law, jurisdiction, dispute resolution procedures, contract integration, and more. For many clients and transactional practitioners, these clauses are an afterthought, frequently crafted using cut-and-paste language from other contracts and forgotten. When there is a dispute, however, these miscellaneous terms are one of the first things a litigator will look to and can be hotly contested. Parties can save hours of heartache and thousands in litigation fees simply by ensuring these boilerplate clauses are well-crafted and mutually understood.
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This series offers a breakdown of common boilerplate contract terms, including what their purpose is, their meaning, and helpful insights into what language to pay special attention to in contract negotiations in order to improve your position should a dispute arise.
Forum Selection Clauses
A forum-selection clause is the term in a contract which “seeks to provide a court with ‘personal jurisdiction’ and to establish ‘venue.’”1 Put another way, it is an agreement by the parties as to where they would like to litigate the disputes between them arising out of the subject matter that is within the scope of the forum-selection clause. What does that even mean?
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Here is an example:
All actions or proceedings arising directly or indirectly from this Agreement shall be litigated in courts located within the Chicago, Illinois. The parties consent to the jurisdiction thereof and waive all objections to such choice of forum.
This clause can be dissected into three main sections: the scope, the location, and the consent to jurisdiction.2
The Scope
The forum-selection clause starts out by telling the reader to disputes it applies. In the example here, that language is “[a]ll actions or proceedings arising directly or indirectly from this Agreement.” As simple as this language seems, it has very important applications in litigation.
Part 1: “All actions or proceedings”
(Check back for more insights on 1/12/26!)
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Sources:
1. https://www.law.cornell.edu/wex/forum_selection_clause, Jan. 8, 2025.
2. Some contracts also include a jury waiver in this clause, but this blog will consider that as a separate topic.