Exum v. Vantage Press, Inc., 2548--II
| Decision Date | 03 May 1977 |
| Docket Number | No. 2548--II,2548--II |
| Citation | 17 Wn.App. 477,563 P.2d 1314 |
| Parties | Wallace L. EXUM, Respondent, v. VANTAGE PRESS, INC., a Foreign Corporation, Petitioner. |
| Court | Washington Court of Appeals |
Stephen A. Cohen, Breskin, Rosenblume & Robbins, Seattle, for appellant.
Andrew B. Weiner, Richard M. Barney, Jr., Seattle, for respondent.
Plaintiff, a resident of Washington who wrote a book, sued defendant, a book publishing company which had agreed to publish his book, by filing a Complaint for Rescission of Contract, Money Damages, and Unfair and Deceptive Trade Practices in the Superior Court of Jefferson County, Washington. Defendant appeared specially, solely for the purpose of challenging the jurisdiction of the courts of this state on the grounds that paragraph 20 of the contract between the two parties provides that New York shall be the forum for resolving disputes pertaining to the contract.
The trial court denied defendant's motion to dismiss the complaint. We granted defendant's petition for discretionary review in order to assess the issues presented.
Paragraph 20 of the parties' contract provides:
Regardless of the place of physical execution of this agreement, or of its delivery, it shall be treated as though executed within the State of New York and shall be governed and interpreted according to the laws of that State; And the legal tribunals of the State of New York shall be the sole forum for resolving any questions or disputes on matters arising out of or pertaining to this contract.
(Emphasis added.)
Choice of forum contract clauses ordinarily cannot oust a state of jurisdiction to resolve a dispute properly presented to it, 'but such an agreement will be given effect unless it is unfair or unreasonable.' Restatement (Second) of Conflict of Laws § 80, 244 (1971). See Mangham v. Gold Seal Chinchillas, 69 Wash.2d 37, 416 P.2d 680 (1966). The comment to § 80 of the Restatement declares at 244:
Such a provision, however, will be disregarded if it is the result of overreaching or of the unfair use of unequal bargaining power or if the forum chosen by the parties would be a seriously inconvenient one for the trial of the particular action. On the other hand, the provision will be given effect, and the action dismissed, if to do so would be fair and reasonable.
In the case at bench, absent paragraph 20, the courts of the State of Washington would have jurisdiction to resolve disputes pertaining to the contract. The plaintiff resides in Washington, the contract was executed here, and the record reflects that defendant's sales distribution plan embraces sufficient contacts with the State of Washington such that defendant was 'doing business' in this state. See Crose v. Volkswagenwerk, 88 Wash.2d 50, 558 P.2d 764 (1977); Tyee Constr. Co. v. Dulien...
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