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Aylward v. Dar Ran Furniture Industries, Inc.
Citations: 87 P.3d 341; 32 Kan. App. 2d 697; 2004 Kan. App. LEXIS 357Docket: 91,150
Court: Court of Appeals of Kansas; April 9, 2004; Kansas; State Appellate Court
Steve Aylward appealed the dismissal of his breach of contract claim against Dar Ran Furniture Industries, Inc. by the district court, which ruled the contract's forum selection clause enforceable, requiring disputes to be litigated in North Carolina. Aylward and Dar Ran entered into a manufacturer's representative agreement in December 1998, with the contract executed in North Carolina, where Dar Ran is incorporated. Aylward, a Kansas resident, claimed he was owed $9,462.96 in commissions. Dar Ran moved to dismiss the case for lack of jurisdiction, citing the contract's clause mandating litigation in North Carolina. The district court found the contract's language clear and unambiguous, leading to the dismissal. Aylward contended that the forum selection clause was permissive, allowing litigation in other jurisdictions, relying on a previous case (Thompson v. Founders Group Int'l, Inc.) where a similar clause was interpreted as permissive. However, the court distinguished the current clause from that case, affirming the district court's ruling based on the mandatory language of the agreement. The appellate court has unlimited review authority regarding the interpretation of written contracts, which the district court applied correctly in this instance. The Vanier court acknowledged a shift towards enforcing forum selection clauses, referencing U.S. Supreme Court cases such as The Bremen v. Zapata Off-Shore Co. and Carnival Cruise Lines v. Shute, which have overturned previous views against such clauses. The contract in question lacks a specific court designation within North Carolina. In National Inspection, Repairs, Inc. v. George May International Co., a Kansas court upheld a forum selection clause stating jurisdiction in Illinois, emphasizing that it mandated the action be brought in Illinois state or federal courts, thereby excluding courts outside of Illinois. Similarly, in Double A Home Care, Inc. v. Epsilon Systems Inc., a federal court found a specific venue clause mandatory, contrasting it with permissive language that does not constitute true forum selection clauses. Aylward's contract explicitly mandates that disputes be resolved in North Carolina, indicating the parties' intent to limit venue to that state. Although the clause could have included more definitive language to clarify exclusivity, it effectively prevents actions from being initiated elsewhere. The North Carolina forum is deemed to have a reasonable relationship to the transaction since Dar Ran operates and the contract was signed there. The enforceability of the clause is contingent on it not being entered into under fraud or duress. Aylward claimed he signed without adequate review time and faced coercion, but he failed to provide evidence for these assertions. The onus is on contracting parties to understand their agreements. Additionally, Aylward's argument that the clause deprives him of a court hearing is unfounded, as he retains the ability to pursue his claim in North Carolina. Consequently, the forum selection clause is upheld, negating the need to assess Kansas jurisdiction under K.S.A. 60-308(b). The court affirmed the enforceability of the clause.