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Sun Coast Merchandise Corp. v. Myron Corp.

02-159 (U.S. Dist. Ct. D. N.J. 2002) (Unpublished)

CONTRACTS; VENUE— A contract provision requiring actions to be venued and decided pursuant to the laws of a named county determines where a suit must be brought, not the law which applies in determining where suit can be brought.

A purchase order contained a provision reading as follows: “Any and all legal actions resulting from this order shall be venued and decided pursuant to the laws in the county and state of the Buyer’s location.” The buyer contended that the only proper forum for an action pursued by the seller was the Superior Court of New Jersey, Bergen County. The seller contended that the clause at issue required “that the legal actions resulting from the purchase orders be venued pursuant to (i.e., in accordance with) the laws in Bergen County, New Jersey.” Under that argument, it would look to the laws applicable to court actions filed in that County. The seller looked at New Jersey court rules and urged the conclusion that the buyer could be sued in any county in which it did business. The Court recognized that the scope of a forum selection clause is one of contract interpretation. In this case, it held that the seller’s “asserted interpretation [made] little sense in the context of a forum selection clause.” Forum selection clauses generally specify a particular venue where suit may be brought; not the law which applies in determining the proper venue. Moreover, because venue is a matter of state law, it makes little sense to say that venue is to be decided pursuant to county law. The Court found that the word “county” was used to modify “venue.” Therefore, the Court believed that “county” referred “to the particular county where suit [could] be brought, and not to the particular county whose law should apply in determining where suit [could] be brought.” Consequently, suit could only be brought in Bergen County, and because no federal court sits in Bergen County, suit could only be brought there in New Jersey Superior Court.

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