Dismissal of a case pursuant to a contractual forum-selection clause; Robert A. Hansen Family Trust v. FGH Indus.,LLC.; Turcheck v. Amerifund Fin., Inc.; Fendi S.r.l. v. Condotti Shops, Inc. (FL App.); Forum non conveniens; Sinochem Int’l Co. Ltd. v. Malaysia Int’l Shipping Corp.; M/S Bremen v. Zapata Off-Shore Co.; Atlantic Marine Constr. Co., Inc. v. U.S. Dist. Court for W. Dist. of TX; MCL 600.745(3); Whether the forum-selection clause was permissive or mandatory; Golden Palm Hospitality, Inc. v. Stearns Bank Nat’l Ass’n (FL App.)

Deciding a case of first impression, the court held that “a forum-selection clause may be considered separately from any choice-of-law provision that may also be in the contract, and in such cases, the Michigan court in which the action has been filed, shall apply Michigan law in determining the effect of the forum-selection clause.” It further held that the forum-selection clause here was “permissive under Michigan law. Because [it] was permissive and provided that Pennsylvania was one potential appropriate forum without excluding the use of other appropriate forums, the parties’ forum-selection clause did not prohibit plaintiff from filing this action in a Michigan court and” thus, the trial court was not required to dismiss the case under MCL 600.745(3). The court reversed the trial court’s order dismissing plaintiff’s contract claim based on the forum-selection clause and remanded. The trial court was asked to interpret an employment agreement that contained a choice of law clause and a forum-selection clause. It concluded that because Pennsylvania law controlled the issue of whether the forum-selection clause was permissive or mandatory, the contract “evidenced the parties’ agreement to litigate such a claim in Pennsylvania rather than Michigan.” As a result, it dismissed the case. In addressing “the question of whether a contractual forum-selection clause should be governed by the law of the state where the action was filed or, in the alternative, the law selected by the parties in the choice-of-law provision,” the court noted that “dismissing an action based on the enforcement of a contractual forum-selection clause is analogous to dismissing an action under the doctrine of forum non conveniens.” The question to be answered is “whether there is a sufficient reason that the action should be litigated in another forum rather than the one in which the plaintiff filed the action.” Due to the similarities between the operation of a forum-selection clause and the forum non conveniens doctrine in effect and underlying purposes, the court held “that analyzing the validity and effect of a forum-selection clause is also a threshold, nonmerits issue that the Michigan court in which the action has been filed may address first before considering other threshold issues.”