Enforcement of Forum Selection Clause In California

Courts will enforce forum selection clauses contained in a contract freely and voluntarily negotiated at arm's length unless enforcement would be unfair or unreasonable. (Smith, Valentino & Smith, Inc. v. Superior Court (1976) 17 Cal. 3d 491, 495-496 131 Cal. Rptr. 374, 551 P.2d 1206.) Although the forum selection clause here is contained in an adhesion contract, that clause in an adhesion contract is enforceable even though the defendant did not actually read it (Carnival Cruise Lines, Inc. v. Shute (1991) 499 U.S. 585, 590-595 111 S. Ct. 1522, 1525-1528, 113 L. Ed. 2d 622) as long as the clause provided adequate notice to the defendant that he was agreeing to the jurisdiction cited in the contract. (Carnival Cruise Lines, Inc. v. Superior Court (1991) 234 Cal. App. 3d 1019, 1026-1027 286 Cal. Rptr. 323.) However, when the clause does not give adequate notice to the defendant that he is agreeing to the jurisdiction cited in the contract, "the requisite mutual consent to that contractual term is lacking and no valid contract with respect to such clause thus exists." (Carnival Cruise Lines, Inc. v. Superior Court, supra, 234 Cal. App. 3d at p. 1027.) In a related context, the court in In re Marriage of Merideth (1982) 129 Cal. App. 3d 356, 362 180 Cal. Rptr. 909 held that unless the document signed by the defendant clearly informs him that his signature subjects him to the jurisdiction of California courts, the courts will not infer that he consented to jurisdiction. (See also CQL Original Products, Inc. v. National Hockey League Players' Assn. (1995) 39 Cal. App. 4th 1347, 1358 46 Cal. Rptr. 2d 412 language of forum selection clause must be clear and unambiguous.)