My previous blog entry was devoted to a brief explanation of the use of boilerplate in contracts. I explained some of the basics about some boilerplate provisions, and showed why they made a difference.
Some boilerplate can be enforceable, and, in at least one instance, may, or may not, be enforceable. In my previous blog entry, I discussed the choice of location where a suit must be filed, and the consequences that may flow from such a choice. I said that big companies usually succeed in getting the location near them. But my comments on location should be examined further.
There is a diversity of citizenship in some suits. All this means is that the parties are located in different states. These diversity suits are occasionally filed in federal, not state, court.
Sometimes, an argument gets advanced that the choice of location provision can be ignored by a federal judge, and that the judge can determine where the suit should be located. The reasons might include fairness to the parties and convenience, in the sense that all of the evidence and witnesses are located in one place, which is not the big company’s location, but the small company’s location. The federal appeal courts are divided as to whether the judge has that power.
If, in your case, the judge has that discretion, the choice of location clause in your contract may not be enforceable.