Workflex Solutions, LLC v. the Fifth Third Bank
05-16-00743-CV
| Tex. App. | Aug 8, 2017Background
- WorkFlex (software vendor) sued Fifth Third Bank in Collin County, TX for unpaid invoices under a Master Purchase Agreement.
- The Agreement (governed by Ohio law) included a forum-selection clause designating the Ohio Commercial Docket of Hamilton County and, if that docket ceased to exist, "exclusive jurisdiction of the courts having a situs in Hamilton County, Ohio." Notices were to Cincinnati addresses.
- Both parties are headquartered in Cincinnati (Hamilton County), and the Contract was drafted by Fifth Third on Nov. 30, 2012.
- Fifth Third moved to dismiss under the forum-selection clause; the trial court granted dismissal.
- WorkFlex appealed, arguing the clause was permissive (because it uses "may be heard and determined") rather than mandatory; the court reviewed contract interpretation de novo (applying Ohio contract-law principles because parties chose Ohio law).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum-selection clause is mandatory or permissive | WorkFlex: Clause is permissive when Commercial Docket exists ("may be heard and determined") and only exclusive if the Commercial Docket ceases to exist | Fifth Third: Clause makes Hamilton County (and the Ohio Commercial Docket if in existence) the exclusive forum for disputes | The clause is mandatory: the Contract, read as a whole, shows exclusive jurisdiction in Hamilton County, including the Commercial Docket if it exists |
Key Cases Cited
- Chandler Mgmt. Corp. v. First Specialty Ins. Corp., 452 S.W.3d 887 (Tex. App.—Dallas 2014) (standard of review for dismissal based on forum-selection clause)
- In re Nationwide Ins. Co. of Am., 494 S.W.3d 708 (Tex. 2016) (forum-selection clauses generally enforceable absent strong reasons not to enforce)
- In re Fisher, 433 S.W.3d 523 (Tex. 2014) (choice-of-venue language can be mandatory despite permissive wording when read in context)
- Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319 (Tex. 2014) (party-chosen law governs contract interpretation)
- Westfield Ins. Co. v. Galatis, 797 N.E.2d 1256 (Ohio 2003) (primary task is to ascertain parties' intent from contract language)
- EnQuip Techs. Group v. Tycon Technoglass, 986 N.E.2d 469 (Ohio Ct. App.) (contract language must be read in context; forum clauses presumptively permissive absent exclusivity language)
- Keehan Tennessee Invest., L.L.C. v. Praetorium Secured Fund I, L.P., 71 N.E.3d 325 (Ohio Ct. App.) (factors for mandatory forum clause: venue reference, exclusivity language, prohibition on suit elsewhere)
- Kennecorp Mtge. Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 610 N.E.2d 987 (Ohio 1993) (forum-selection clauses are creatures of contract and generally enforceable)