439 S.W.3d 238
Mo. Ct. App.2014Background
- Fly‑N‑Hog (Ark.) licensed software/equipment to Raydiant (Mo.); Raydiant later sued in Missouri alleging Fly‑N‑Hog fraudulently induced the contract.
- The contract contained a mandatory forum‑selection clause requiring exclusive litigation in Sebastian County, Arkansas, and waiving forum‑non‑conveniens objections.
- Fly‑N‑Hog moved to dismiss on the forum clause; the trial court allowed limited discovery and held an evidentiary hearing.
- Raydiant’s principal testified he knew of and agreed to the Arkansas forum provision when signing the contract.
- The trial court found the clause negotiated between experienced parties with equal leverage, was not unfair or unreasonable, and dismissed Raydiant’s suit without prejudice.
- Raydiant appealed; the appellate court applied Arkansas choice‑of‑law (per the contract) and reviewed enforceability of the forum clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether forum‑selection clause is enforceable | Raydiant: clause unenforceable because contract was fraudulently induced | Fly‑N‑Hog: clause is mandatory and enforceable; parties bargained for Arkansas forum | Enforceable; fraud must be pleaded as to inducement of the clause itself, not just the contract generally |
| Whether fraud claims (tort) fall outside clause | Raydiant: fraud claim is tort and thus not covered by clause | Fly‑N‑Hog: claims arise out of or relate to the contract and fall within clause | Clause reaches claims arising from or related to the agreement, including these fraud allegations |
| Whether Arkansas or Missouri law governs interpretation | Raydiant: relied on Missouri law in briefing | Fly‑N‑Hog: contract selects Arkansas law to govern | Court: applies Arkansas law (per contract) and notes same outcome under Missouri law |
| Whether trial court improperly limited discovery | Raydiant: protective order barred relevant discovery | Fly‑N‑Hog: appellate record inadequate to show restrictive order | Appellate court declines review for lack of adequate record; cannot assess discovery complaint |
Key Cases Cited
- Hope's Windows, Inc. v. McClain, 394 S.W.3d 478 (Mo. App. 2013) (choice‑of‑law in contract controls interpretation of forum‑selection clause)
- Provence v. Nat'l Carriers, Inc., 360 S.W.3d 725 (Ark. 2010) (party must plead fraud in inducement of the forum clause itself to avoid enforcement)
- Major v. McCallister, 302 S.W.3d 227 (Mo. App. 2009) (forum clause applicability depends on whether claims arise out of or relate to the contract)
- Coffman v. Coffman, 300 S.W.3d 267 (Mo. App. 2009) (appellant must provide adequate record for appellate review)