Prows v. Pinpoint Retail Systems, Inc
In Prows v. Pinpoint Retail Systems, Inc., 868 P.2d 809, 811 (Utah 1993), Pinpoint argued that:
(1) the parties chose New York law to govern their contract;
(2) under New York law, pre-litigation forum selection clauses are presumptively enforceable;
(3) such a presumption does not "contravene any strong public policies of the State of Utah." Id.
However, in Prows we declined to give effect to the parties' choice of law and therefore did not comment on whether Pinpoint's construction of the appropriate inquiry was correct. Id.
The Court refused to enforce a forum selection clause because, among other reasons, the clause would have required the plaintiff to proceed against codefendants in two different forums. Id. at 812-13.
A bifurcated trial would have been necessary because only one of the two defendants would enjoy the protection of the forum selection clause and the other defendant would not have been subject to the personal jurisdiction of the selected forum. See id.
The Prows court pointed out that "requiring a bifurcated trial on the same issues contravenes the objective of modern procedure, which is to litigate all claims in one action if that is possible." Id. at 813.
The Court adopted section 80 of the Second Restatement of Conflict of Laws which provides that "the parties' agreement as to the place of the action will be given effect unless it is unfair or unreasonable."
The Court stated that under this section, a plaintiff who brings an action in violation of a choice of forum provision bears the burden of proving that enforcing the clause is unfair or unreasonable.
In that case, the forum selection clause provided that "all legal proceedings relating to the subject matter of this Agreement shall be maintained in courts sitting in the borough of Manhattan, in the city of New York."
The Court held that that provision was unfair and unreasonable because none of the parties had any connection with New York.
A Utah plaintiff was bringing suit against a Utah defendant and a Canadian defendant. The agreement sued upon was signed in Utah, was to be performed in Utah, and the alleged breach and tortious conduct occurred here.
In other words, all relevant contacts occurred in Utah, and as a consequence, the Court held Utah was the only state with an interest in the action.