International Collection Service, Inc. v. Gibbs
| Decision Date | 02 May 1986 |
| Docket Number | No. 84-442,84-442 |
| Parties | INTERNATIONAL COLLECTION SERVICE, INC. v. Kenneth F. GIBBS. |
| Court | Vermont Supreme Court |
Herbert J. Downing, Williamstown, for plaintiff-appellant.
Charlene R. Bohl, Chelsea, for defendant-appellee.
Before ALLEN, C.J., and HILL, PECK, GIBSON and HAYES, JJ.
Plaintiff appeals the dismissal of its suit for lack of personal jurisdiction. We reverse.
Plaintiff, International Collection Service, is a nationwide debt collection business incorporated in Vermont. Plaintiff collects debts on behalf of creditors with delinquent accounts in Vermont and other states, relying on independent field representatives to identify prospective customers and sell them its collection program. The defendant was one of the plaintiff's field representatives, located in Monona, Wisconsin. He was paid a weekly commission based on a fixed percentage of his sales. The parties entered into a written agreement approximately ten months after the defendant began working for plaintiff. Among other terms, this agreement contained a covenant not to compete, and a provision that Orange County, Vermont would be the exclusive venue of any suits arising out of the agreement.
Soon after signing the agreement, defendant stopped working for the plaintiff. The plaintiff then instituted an action in Orange County Superior Court alleging that defendant was working for a competitor of the plaintiff, and seeking damages and injunctive relief for the enforcement of the covenant not to compete contained in the signed agreement. Defendant answered by claiming that the court did not have personal jurisdiction over him, contending that he did not have the minimum contacts necessary to establish the court's jurisdiction. See International Shoe Co. v. State of Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945). He further contends that it would be unfair to enforce the exclusive venue provision because of the remoteness of the chosen forum from the place where the contested events occurred. The trial court granted the defendant's motion on both grounds.
Personal jurisdiction may be conferred upon a court by the consent of the parties. Avery v. Bender, 126 Vt. 342, 345, 230 A.2d 786, 788 (1967). Consent to a court's jurisdiction over the person may be given by a "variety of legal arrangements," Insurance Corp. of Ireland, Ltd. v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 703, 102 S.Ct. 2099, 2104, 72 L.Ed.2d 492 (1982), including a contractual stipulation to the jurisdiction for the resolution of disputes between the parties to the contract. National Equipment Rental, Ltd. v. Szukhent, 375 U.S. 311, 315-16, 84 S.Ct. 411, 414, 11 L.Ed.2d 354 (1964). By entering into a contract containing a forum selection clause, the defendant expressly waived any claim of lack of jurisdiction over his person in Vermont. A due process analysis of other minimum contacts between the defendant and the chosen forum is unnecessary as long as the forum selection clause is enforceable.
In The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972), the United States Supreme Court held that forum selection "clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be 'unreasonable' under the circumstances." Id. at 10, 92 S.Ct. at 1913 (footnote and citations omitted). While suit in The Bremen was brought under admiralty jurisdiction, The Bremen Court's reasoning is equally applicable to domestic suits. Bense v. Interstate Battery System of America, Inc., 683 F.2d 718, 721 (2d Cir.1982).
Defendant contends that enforcement of the clause would impose an unreasonable burden upon him because the chosen forum is a seriously inconvenient place of trial for him. In The Bremen, the Court stated that where the inconvenience a party might suffer was clearly foreseeable when the contract was entered into,
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