Puerto Rico, Law 75, and Forum Selection Clauses
Many years ago, Puerto Rico’s legislature approved the Dealer’s Contract Act—known as Law 75—to protect local distributors. Law 75 provides that a principal dealing with a distributor in Puerto Rico may terminate a distribution agreement only for “just cause.” In an attempt to evade this law, out-of-state principals frequently write choice-of-law clauses and forum selection…
Continue ReadingMicrosoft’s Dispute Resolution Provisions Are a Mess
The Microsoft Corporation (“Microsoft”) and its foreign subsidiaries buy goods and services from companies all around the world. To streamline the contracting process, Microsoft has drafted a purchase order that contains standard terms and conditions. This purchase order – viewable here – is used by Microsoft and its subsidiaries in 109 different countries. This agreement…
Continue ReadingExclusive Forum Selection Clauses in the First Circuit
Forum selection clauses are complicated. Under the framework laid down by the U.S. Supreme Court in Atlantic Marine (2013), a clause selecting the courts of another jurisdiction should only be given effect in federal court when it is “contractually valid.” As part of the inquiry into contractual validity, a court must first interpret the clause…
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