Dunne appeals the district court’s dismissal of his diversity action under a contract’s forum selection clause. We reverse.
In the fall of 2000, Libbra and his attornеy solicited Dunne in Missouri to discuss Dunne’s possible purchase of Libbra’s fifty-one percent ownership interest in Prai-rieland Construction, Inc., a Delaware Cоrporation with its headquarters in Illinois. Communication, meetings, and due diligence reviews concerning the possible purchase continued through the fall of 2001, at which túne the parties executed a series of documents to consummate the sale. One of the documents, a stock purchase agrеement, contained a forum selection clause that lies at the center of the present dispute.
Over the course of the next year, Dunne fell behind in his payments to Libbra. Eventually, Libbra sent Dunne a default *1063 notice. Dunne responded by filing the present diversity action alleging misrepresentation and seеking a declaratory judgment, permanent injunction, and damages. Libbra, in turn, filed an action in Illinois state court alleging that Dunne breached each of thе separate contracts related to the sale. Libbra, relying on the forum selection clause from the stock purchase agreement, moved to dismiss Dunne’s diversity action based on lack of personal jurisdiction and/or improper venue.
The forum selection clause provides, “[t]his agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois, and the parties consent to jurisdiсtion to [sic] the state courts of the State of Illinois.” The only issue on appeal is a legal issue of contract construction, namely, whether thе forum selection clause is mandatory such that an action on the contract may be maintained only in Illinois state court, or whether the clausе is merely permissive such that an action on the contract may be maintained in other reasonably convenient forums where personal jurisdictiоn exists. Our review on this legal issue of contract construction is de novo.
Terra Int’l, Inc. v. Mississippi Chem. Corp.,
The district court found the forum selection clause ambiguous, neither clearly рermissive nor clearly mandatory. Applying the general principle of contract construction that no provision of a contract should be interpreted in a manner that would render it surplusage, the district court concluded that, because personal jurisdiction in Illinois existed even without the fоrum selection clause, treatment of the forum selection clause as merely permissive would render the forum selection clause wholly redundant and therefore mere sur-plusage. Accordingly, the district court held the forum selection clause mandatory rather than permissive. We disagree.
As an initial matter, we note that neither forum is inconvenient for either party. In addition, we assume for the purpose of this decision that Missouri and Illinois enjoy рersonal jurisdiction over the parties even without the forum selection clause. 1 Lib-bra is an Illinois resident. Libbra maintained extensive contacts within the state of Missouri related to the formation and performance of the contract. Libbra repeatedly met with Dunne in Missouri and repeatedly direсted communications to Dunne in Missouri. Further, the contract at issue involved the sale of a fifty-one percent ownership interest in a construction firm that was formed under Delaware law, headquartered in Illinois, and involved with numerous ongoing construction projects throughout the state of Missouri.
Dunne is a Missouri resident and an attorney licensed in Illinois and Missouri. He has substantial, general contacts with Illinois by virtue of his role as a licensed attorney who appears regularly in the courts of Illinois. He has substantial contacts with Illinois that are specific to the subject matter of this dispute. It appears that his contract with Libbra is substantially connected with Illinois and concerns the transfer of ownership of a thing of value that is present in Illinois, as required to satisfy the requirements of Illinois’ long-arm statute.
See
735 Ill. Comp. Stat. 5/2 — 209(a) (7) and (10) (stating that jurisdiction exists upon the making or performance of a contract substantially connected with Illinois or involving the transfer of “ownership, possession or control of any asset or thing of value present within
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[Illinois] when ... acquired”). Taken together, each party’s contacts with its non-domiciliary forum appear to provide the requisite minimum contacts and satisfy the “traditional notions of fair play аnd substantial justice” as set forth generally in
International Shoe Co. v. Washington,
The stock purchase agreement states that it “shall” be construed in accordance with Illinois law. Applying Illinois law to construe the contract, it is clear that “[a] contract’s language must be given its plain and ordinary meaning if possible.”
In re Marriage of Ackerley,
Even if there were an ambiguity to justify reliance on lesser rules of contrаct interpretation, we would reject Lib-bra’s challenge. Under substantive Illinois contract law, “any ambiguity in the terms of a contract must be resolved against the drafter of the disputed provision.”
Dowd & Dowd,
In addition, we disagree with Libbra’s argument that the forum selection clause becomes surplusage if read as permissive rather than mandatory. A permissive forum selection clause in a negotiated contract between sophisticated aсtors is a risk management tool. With such a clause, a defendant is more strongly deterred from challenging personal jurisdiction in a suit that is filed in the consentеd-to-jurisdiction than he or she would be if such a clause were absent. This is the case even if it is later determined that jurisdiction would have been proper in the consented-to-jurisdiction under a traditional minimum contacts analysis. The presence of the clause avoids the need to rely solely on the traditional minimum contacts analysis by providing a second, stronger basis for jurisdiction thereby minimizing the risk that anything more than a frivolous challenge to jurisdiction may arise.
The order of the district court is reversed and this matter is remanded. In fight of our decision, we deny as moot Libbra’s pending motion to strike the new arguments raised in Dunne’s reply brief.
Notes
. The district court did not reach this issue. We leave to the district court on remand the issues of whether there is jurisdiction in Missouri and whether there are other grounds to dismiss or transfer the case.