Appeals court hears dispute over narrow forum-selection clauses and alleged contract extension
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Summary
A former employee argued the appeals court should not apply narrow forum-selection clauses to post‑termination claims or to non‑signatory individuals; the employers countered that plaintiffs’ amended complaint and pleading choices support sending core contract claims to Delaware.
A three-justice panel heard competing views Friday over whether narrow forum‑selection clauses in two consulting agreements should be enforced beyond their text or expanded to cover related claims and non‑signatory defendants.
Steve Ryden, representing Dr. Charles Kim, told the panel the clauses here are limited to "disputes arising under" the written agreements and urged the court not to apply them to claims that arose after the contracts expired or to claims against individuals who did not sign the agreements. "It's like an umbrella," Ryden said of the clause, arguing the court should apply a "scalpel" — dismissing only those claims that fall squarely within the clause — rather than send the entire case to Delaware.
The appellees, through Christopher Hemsey, replied that the amended complaint, read in plaintiff’s favor, contains allegations supporting an oral extension and that several statutory claims (including wage‑act allegations) implicate public‑policy concerns that courts sometimes permit a local forum to address. Hemsey also argued there was sufficient pleading to allow discovery and to test factual claims about any purported extension.
The panel questioned whether partial dismissal would create inefficiencies and whether artful pleading was being used to avoid a forum clause. The court also asked whether a remand to the trial judge to resolve a factual dispute about extension would be appropriate.
No decision was announced at argument; the court moved on to the next matter after extended questioning.