Szymczyk v. Signs Now Corp

In Szymczyk v. Signs Now Corp., 168 N.C. App. 182, 186, 606 S.E.2d 728, 732 (2005), two North Carolina franchisees entered into a franchise contract with a franchisor corporation located in Florida. Id. Representatives from the two sides met in North Carolina, and after discussing the terms of the agreement the franchisees signed a form contract provided by the franchisor. Id. at 187, 606 S.E.2d at 733. The franchise contract signed by the franchisees contained a forum-selection clause providing that all actions arising under the contract would be brought in the State of Florida. Id. at 187, 606 S.E.2d at 733. The franchise contract was then sent to Florida, where it was signed by the president of the franchisor. Id. at 187, 606 S.E.2d at 733. On appeal, the franchisees argued that the forum-selection clause contained in the franchise contract was invalid because it was prohibited by N.C. Gen. Stat. 22B-3. Szymczyk, 168 N.C. App. at 186, 606 S.E.2d at 732. Consequently, the initial question before this Court was where the franchise contract had been formed. Id. at 187, 606 S.E.2d at 733. After reviewing the actions of the parties, this Court determined that "the last act of signing the contract was an essential element to formation," and thus, the contract between the parties had been formed in Florida. Id. As a result, the Szymczyk Court held the forum-selection clause contained in the franchise contract was not prohibited by N.C. Gen. Stat. 22B-3 and should be enforced. Szymczyk, 168 N.C. App. at 187-88, 606 S.E.2d at 733-34.