A forum selection clause that applies to claims that “arising out of” a contract are limited to those relating to the interpretation and performance of the contract itself. But if the clause applies to claims “relating to” the contract, it encompasses disputes that reference the agreement or have some “logical or causal connection” to the agreement. Here, the clause used both phrases and so applied to a claim that the share purchase agreements, which contained the forum selection clause, violated Washington’s Securities Act. Under federal law, a forum selection clause is enforced except in unusual cases such as one involving fraud or overreaching, where enforcement would violate a strong public policy of the forum in which suit was filed, or where trial in the selected forum would raise such practical problems as to deprive the plaintiff of his day in court. The strong federal policy in favor of enforcing forum selection clauses supersedes state or federal statutes’ anti-waiver provisions. So Washington’s statute’s anti-waiver provision does not exempt the suit from enforcement of the forum selection clause, nor would litigation in California state court be so inconvenient for a Washington resident as to prevent him from pursuing the action there.
Ninth Circuit Court of Appeals (Ikuta, J.); August 22, 2018; 2018 U.S. App. LEXIS 23587