In SRL Mondani, LLC v. Mondani Spa Resort, Ltd., the Superior Court addressed competing forum-selection clauses found in multiple agreements made in connection with a loan facility. The defendants filed a motion to dismiss arguing that one agreement, which mandated Israel courts as the exclusive forum for all disputes (the “Iska Agreement”), superseded the forum-selection clauses in all other agreements related to the loan facility. The Court disagreed and determined that the forum-selection clause in the Iska Agreement was not applicable because the plaintiffs were not attempting to enforce the terms of the Iska Agreement. Instead, the claim being pursued by the plaintiff arose under the terms of a separate agreement that mandated Delaware as the exclusive forum for disputes. As a result, the Court denied the defendant’s motion to dismiss.
BOTTOM LINE: In order to avoid needless litigation, you should ensure that all forum-selection clauses in agreements related to the same transaction choose the same forum for the resolution of disputes!