In In re Lisa Laser USA, Inc., 310 S.W.3d 880 (Tex. 2010), Exhibit F to a product distribution agreement contained a forum-selection clause vesting exclusive jurisdiction and venue of "any disputes arising out of this agreement" in specified California courts.
The product manufacturer and its affiliate filed a motion to dismiss based on the forum-selection clause, which the trial court denied. After the court of appeals denied mandamus relief, the manufacturer and affiliate pursued mandamus in the supreme court. Id. at 881-82.
In discussing the breadth of the forum-selection clause, the supreme court first concluded that the distribution agreement and Exhibit F were not separate, or even separable, agreements. Id. at 885.
Finding the documents instead should be read together, the court noted their interdependence. Exhibit F was no more than the standard terms of purchase, lacking price and quantity terms.
The distribution agreement was likewise incomplete requiring terms from its attached exhibits "to fully elucidate the parties' agreement." Id.
Thus, concluded the court, the two documents must be read together and as so construed constituted "this agreement" for application of the forum-selection clause. Id.