In today’s Freedom Friday blog and email newsletter, I want to talk about a topic that does not come up often enough and usually comes up with respect to breach of contract litigation, and that’s venue clauses. Many contracts have venue clauses which require any litigation to be filed in a specific state, like Oklahoma, and even a specific County District Court, such as the Tulsa County District Court or Creek County District Court. In today’s Freedom Friday blog and email newsletter, I’m talking about how to handle venue clauses in 2025.
If you’re dealing with a breach of contract dispute, and you’re considering filing a lawsuit because of breach of contract, you need to review the contract and see if there is a venue clause. For instance, the contract may require you to file the lawsuit in a specific state, or even in a specific county within a specific state. Similarly, if you or your business has been sued for breach of contract, you may have a defense available if the lawsuit was filed in the wrong venue. For example, if the contract requires suit to be filed in California, but you filed in Oklahoma anyways because that’s where your business is located, the defendant may move to dismiss the lawsuit for improper venue.
A venue selection clause (also sometimes called a jurisdiction or forum selection clause) provides where any disputes must be resolved. For example, an Oklahoma business contract might say: “Any litigation shall be brought forth in the State of California). Perhaps the other business in the contract is located in California. If that is the case, and you need to file a lawsuit, you will need to hire a California attorney to file a lawsuit in California, and you would not have proper venue in Oklahoma.
Venue clauses are important for several reasons. They can lead to higher costs of breach of contract disputes because you may need to hire out-of-state lawyers and travel for court appearances or depositions. You may also find yourself in an unfamiliar court where the judge in a different state applies the law in a different way than in your home state. You may also lose leverage because the opposing side may count on the cost and inconvenience that you’re experiencing to get you to settle the case.
In Oklahoma, venue clauses are presumed to be valid and can only be attacked in certain circumstances. For instance, a court could rule the venue clause should be separated and voided from the remainder of the contract if there was fraud involved, or if somehow the venue clause violates “public policy,” and in most cases it does not. Therefore, when negotiating venue clauses, always ask for your home state, and be careful of adhesion contracts which require any litigation in a different state.
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