IAC/InterActiveCorp v. Adam Roston ( 2022 )

In the
United States Court of Appeals
For the Seventh Circuit
____________________
No. 21-2501
IAC/INTERACTIVECORP, et al.,
Plaintiffs-Appellants,
v.
ADAM ROSTON,
Defendant-Appellee.
____________________
Appeal from the United States District Court for the
Northern District of Illinois, Eastern Division.
No. 1:20-cv-3440 — Sharon Johnson Coleman, Judge.
____________________
ARGUED JANUARY 11, 2022 — DECIDED AUGUST 11, 2022
____________________
Before EASTERBROOK, SCUDDER, and KIRSCH, Circuit Judges.
KIRSCH, Circuit Judge. After IAC Publishing signed an Em-
ployment Agreement with Adam Roston making him its
CEO, the relationship soured. Roston sparred with his em-
ployer about the value of his stock appreciation rights. He
soon moved to become CEO of Bluecrew, another affiliate of
IAC Publishing’s parent company, IAC/InterActiveCorp, but
the employment relationship continued to deteriorate until
Roston was terminated. His former employers later
2 No. 21-2501
discovered that Roston had retained a company laptop, doc-
uments, and confidential data. IAC/InterActiveCorp, IAC
Publishing, and Bluecrew (collectively “the Companies”)
brought a complaint in federal court in Illinois, seeking de-
claratory, monetary, and injunctive relief. First, IAC/InterAc-
tiveCorp and IAC Publishing sought relief declaring Roston
was not entitled to more payments based on the stock appre-
ciation rights Roston received from the plaintiffs. Second,
IAC/InterActiveCorp and Bluecrew sought relief declaring
that Roston was not wrongfully terminated. And third, all
three plaintiffs brought claims under state and federal law
that Roston had violated his contractual obligations by failing
to return a laptop, company documents, and confidential data
after his termination.
But in the very same contract under which the Companies
sought relief lurks a mandatory forum selection clause, desig-
nating certain California courts as the exclusive venues for lit-
igation. The district court was right to apply the forum non
conveniens doctrine as it did and did not abuse its discretion
in dismissing the complaint on that ground. We affirm.
I
A
The fraught employment relationship at the heart of this
case began in 2011, when Roston joined IAC/InterActiveCorp
(“IAC”), a Delaware corporation headquartered in New York.
Five years later Roston became the CEO of IAC Publishing, a
subsidiary of IAC in Oakland, California. Pursuant to that
new position and IAC’s 2016 Incentive Plan, Roston was
awarded three and a half million stock appreciation rights
(“SARs”), a form of equity-based compensation. Roston had
No. 21-2501 3
a right to exercise his vested SARs at their specified price and
benefit from any positive difference between the fair market
value (“FMV”) of the common stock—determined by IAC
Publishing’s Board of Managers—and the specified exercise
price. He received four FMV determinations during his ten-
ure at IAC Publishing and challenged all four. In that same
period, Roston also became a board member of IAC’s subsid-
iary Bluecrew, an online staffing company incorporated in
Delaware and headquartered in Chicago, Illinois.
One year after he became CEO of IAC Publishing, Roston
signed an Employment Agreement (“Agreement”), effective
July 1, 2016. Roston agreed to various obligations in handling
confidential information, including trade secrets, data, infor-
mation, and computer records. The Agreement also has mul-
tiple paragraphs dealing with termination, such as what qual-
ifies as “for cause” and what SARs Roston would have a right
to exercise after he left the company. And although the Agree-
ment was originally between Roston and IAC Publishing, the
latter could “allow any of its obligations to be fulfilled by, or
take actions through, any affiliate of the Company … and in
the event of any such assignment … all references to the
‘Company’ shall refer to Company’s assignee or successor
hereunder.” Each of those provisions matters, but at this
case’s core is the precise interpretation and application of var-
ious phrases within this paragraph:
This Agreement and the legal relations thus cre-
ated between the parties hereto (including,
without limitation, any dispute arising out of or
related to this Agreement) shall be governed by
and construed under and in accordance with
the internal laws of the State of California
4 No. 21-2501
without reference to its principles of conflicts of
laws. Any such dispute will be heard and deter-
mined before an appropriate federal court lo-
cated in the State of California in Alameda
County, or, if not maintainable therein, then in
an appropriate California state court located in
Alameda County, and each party hereto sub-
mits itself and its property to the non-exclusive
jurisdiction of the foregoing courts with respect
to such disputes.
IAC Publishing was later restructured, and Roston became
CEO of Bluecrew in February 2019. Bluecrew equipped Ros-
ton with a MacBook Pro, on which Roston kept Bluecrew doc-
uments. Roston also had documents and data from his time at
IAC and IAC Publishing, accumulated since 2011. These were
stored in a personal Dropbox folder. The new position lasted
barely over a year before Roston was informed of his termina-
tion and presented with a draft separation letter from IAC’s
general counsel. After his termination, Roston retained the
MacBook and Dropbox documents and provided them to his
attorneys. The plaintiffs learned of this in 2021 and made re-
peated demands that Roston return the items.
B
After Roston’s termination but before discovery of his re-
tention of the laptop and documents, IAC and IAC Publishing
filed a one-count complaint in federal court in the Northern
District of Illinois on June 12, 2020. The two plaintiff compa-
nies sought declaratory relief relating to any dispute over the
valuation of Roston’s SARs. Meanwhile, Roston sued in Ala-
meda County Superior Court in California concerning the
same and adding claims of wrongful termination.
No. 21-2501 5
Learning of the laptop, documents, and data and made
aware of a possible wrongful termination claim, the plaintiffs
amended their complaint in the district court in Illinois. The
operative complaint added eight new counts—for a total of
nine—and added Bluecrew as a third plaintiff. Roston moved
to dismiss the complaint based on the forum non conveniens
doctrine, alleging the proper venue to be in California. The
district court agreed, finding that the Agreement’s forum se-
lection clause was mandatory and applied to Bluecrew and
the complaint’s claims. The district court thus considered
only the public interest factors in its forum non conveniens
analysis. Having concluded that the balance of factors fa-
vored California and that Illinois was not the proper forum,
the district court dismissed the Companies’ complaint.
II
The Companies appeal the dismissal by challenging the
district court’s premises about the application of the forum
selection clause. The clause, the Companies first argue, does
not apply at all because the Agreement itself is no longer in
force, and, even if it were, the complaint’s claims are outside
the forum selection clause’s scope. And the clause is a permis-
sive, not mandatory, forum selection clause. Following from
that, the Companies conclude that the district court misap-
plied the forum non conveniens analysis by ignoring their
preferred forum and the private interest factors and by mis-
balancing the public interest factors.
A
Before we review the district court’s forum non conven-
iens analysis, we address the threshold arguments about
whether the forum selection clause applies to the claims in the
6 No. 21-2501
complaint and whether the clause is mandatory or permis-
sive. We review questions of contract interpretation de novo,
Soarus LLC v. Bolson Materials Int’l Corp., 905 F.3d 1009, 1011
(7th Cir. 2018), including the enforceability of forum selection
clauses, Jackson v. Payday Fin., LLC, 764 F.3d 765, 773 (7th Cir.
2014). We apply federal law—not California law—as the sub-
stantive law governing the validity of this forum selection
clause because both parties briefed this case on the assump-
tion we would. See Adams v. Raintree Vacation Exch., LLC, 702
F.3d 436, 438 (7th Cir. 2012) (“[N]either side has asked either
the district judge or us to apply Mexican law to the clause;
their debate over its enforceability is framed entirely as a dis-
pute about American law, and so the issue of the applicable
law has been waived.”).
1
The Companies first argue that the forum selection clause
simply does not apply to Roston’s employment at Bluecrew.
In other words, the Agreement—and its forum selection
clause—expired. But this runs into a basic problem: Their
complaint invokes the Agreement and seeks relief under it.
We hold that when plaintiffs pursue claims and relief that
arise out of or relate to a contract, they will be bound by that
contract’s forum selection clause governing disputes that
arise out of or relate to the contract. Because all the Compa-
nies’ claims are within the scope of the forum selection clause,
we do not need to wade into the war of inferences waged by
the parties about whether the Agreement was still in force.
The three plaintiffs will be bound by the clause because they
have sued under the clause’s contract.
No. 21-2501 7
This approach follows other legal approaches and reason.
The Supreme Court “presume[s] as a matter of contract inter-
pretation that ... parties d[o] not intend a pivotal dispute res-
olution provision [such as an arbitration clause] to terminate
for all purposes upon the expiration of [an] agreement.” Litton
Fin. Printing Div., a Div. of Litton Bus. Sys., Inc. v. NLRB, 501
U.S. 190, 208 (1991). Considering that arbitration clauses “are
a species of forum selection clause,” Auto. Mechanics Loc. 701
Welfare & Pension Funds v. Vanguard Car Rental USA, Inc., 502
F.3d 740, 746 (7th Cir. 2007), we have no problem applying
Litton’s arbitration principles to forum selection more gener-
ally. See Hetronic Int’l, Inc. v. Hetronic Germany GmbH, 10 F.4th
1016, 1029 n.2 (10th Cir. 2021) (doing just that); see also Omron
Healthcare, Inc. v. Maclaren Exports Ltd., 28 F.3d 600, 603 (7th
Cir. 1994) (borrowing a principle about the scope of arbitra-
tion clauses and applying it in the forum selection context). A
forum selection clause in a putatively expired contract should
still be enforced if the plaintiff brings claims within the
clause’s scope. See, e.g., U.S. Smoke & Fire Curtain, LLC v. Brad-
ley Lomas Electrolok, Ltd., 612 F. App’x 671, 672–73 (4th Cir.
2015) (finding expired contract’s forum selection clause to ap-
ply to claims within its scope). Reason demands that a plain-
tiff cannot disavow a forum selection clause as expired and
then in the same complaint-breath make claims under the
contract containing the clause.
And so here. If the Companies were treating the Agree-
ment as legally viable and binding as it concerned their
claims, it makes no sense to allow them to declare the forum
selection clause in the very same Agreement dead. Still, only
disputes “arising out of or related to this Agreement” are sub-
ject to the forum selection clause. We must therefore
8 No. 21-2501
determine whether the complaint’s claims fall within the am-
bit of the forum selection clause.
The wording “arising out of or related to this Agreement”
is quite broad. See Abbott Lab’ys v. Takeda Pharm. Co., 476 F.3d
421, 422, 424 (7th Cir. 2007) (forum selection clause applying
“in the event of a dispute … arising from, concerning or in
any way related to this Agreement” was “about as broadly
worded as could be imagined”). Broad forum selection
clauses like this apply to the litigation of disputes concerning
the contract, not just the litigation of claims arising out of the
contract. See id. at 424; Am. Patriot Ins. Agency, Inc. v. Mutual
Risk Mgmt., Ltd., 364 F.3d 884, 889 (7th Cir. 2004). And when
resolving disputes arguably depends on the construction of
an agreement, those disputes “arise out of” that agreement.
Omron, 28 F.3d at 603. Still, we do not construe such language
so broadly as to encompass all disputes that would not have
arisen but for the existence of an agreement. Id. at 602. A
march through the complaint will show that every claim—
about the SARs, wrongful termination, laptop, documents,
and confidential data—is covered by the Agreement’s forum
selection clause.
Count One, brought by IAC and IAC Publishing, de-
manded a declaration that Roston was not entitled to more
payments from the two companies based on alleged under-
valuation of the FMV of IAC Publishing’s stock, resulting in
lowered SARs awards for Roston. On appeal, the Companies
argue that disputes about SARs do not arise under the Agree-
ment, because the SARs were awarded to Roston under a sep-
arate 2016 Incentive Plan contract before the Agreement was
executed. It may be true that the SARs obligations were orig-
inally created by the Incentive Plan. But the life of Roston’s
No. 21-2501 9
SARs did not end with the Incentive Plan. The Agreement has
multiple provisions discussing how the parties would deal
with Roston’s SARs upon termination or other separation in
the contract’s Standard Terms and Conditions. So disputes
over Roston’s SARs relate to the Agreement regardless of the
SARs’ birthplace.
Count Two, also a declaratory judgment count, was
brought by IAC and Bluecrew to pronounce both not liable
for any claim related to Roston’s termination. The question for
this count is whether a wrongful termination claim by Roston
would arise out of the Agreement. To decide wrongful termi-
nation on the merits, a court would need to first determine
whether the contract extended to Roston’s employment at
Bluecrew. That is a question that can be answered only by in-
terpreting the Agreement itself. The Companies’ own appel-
late arguments bear this out. To define the nature of Roston’s
employment, they tell us to enforce the plain meaning of the
Agreement. The Companies’ lead argument in their brief is
that the Agreement on its face states it did not extend to Ros-
ton’s employment at Bluecrew. We do not, the Companies in-
sist, need to consider anything past the plain language of the
Agreement in deciding whether it applied to Roston’s em-
ployment at Bluecrew. And the parties spar about the assign-
ment clause’s potential extension to Bluecrew, another ques-
tion of contract interpretation. Last, the Agreement contains a
paragraph on termination for cause in Section 1 of the Stand-
ard Terms and Conditions. Whether Roston gave his em-
ployer cause to terminate under this section is, again, a ques-
tion of contract interpretation. So to adjudicate a wrongful ter-
mination suit by Roston against Bluecrew and IAC, a court
would need to (1) interpret the Agreement to determine
whether it applied to the Bluecrew-Roston relationship and
10 No. 21-2501
(2) interpret the Agreement to determine whether Roston was
wrongfully terminated under the contract. Since both contract
interpretation questions are sine qua nons of a wrongful ter-
mination merits determination, this dispute arises under the
Agreement. See Omron, 28 F.3d at 603.
The latter seven counts of the complaint—claims for
breach of contract, conversion, violations of the federal Com-
puter Fraud and Abuse Act and Defend Trade Secrets Act, vi-
olation of the Illinois Trade Secrets Act, replevin, and deti-
nue—were based on Roston’s allegedly wrongful retention of
the laptop, documents, and data, which all three plaintiffs
contended violated the Agreement. As the complaint also
points out, the Agreement explicitly discusses Roston’s obli-
gations about confidential information, which include the lap-
top, documents, and data. The complaint is littered with lan-
guage illustrating that these counts relate to the Agreement:
Count Three, Breach of Contract (“By their express terms,
Roston’s obligations were continuing in nature, and survived
both the expiration of the agreements and the termination of
his employment”); Count Six, Violation of the Federal Defend
Trade Secrets Act and Count Seven, Misappropriation under
the Illinois Trade Secrets Act (“As a condition of his employ-
ment, Roston agreed to and acknowledged a number of writ-
ten terms and policies that include[d] several restrictive cove-
nants concerning Plaintiffs’ trade secrets and confidential in-
formation”); Count Eight, Replevin (“Roston took the laptop
computer, documents, and data in violation of his contractual
obligations to Plaintiffs”); and Count Nine, Detinue (Roston
“took the laptop computer—as well as Plaintiffs’ documents
and data contained on the laptop computer and in a Dropbox
folder to which Roston had access—instead of returning
them, as he was required to do, in violation of his contractual
No. 21-2501 11
obligations to Plaintiffs”). And the relief requested was orders
“requiring Roston to return the Bluecrew-issued laptop and
all other proprietary and confidential company materials, as
required by his employment contract” and “requiring Roston
to disclose his credentials for the Dropbox folder containing
Plaintiffs’ confidential documents and data, pursuant to … his
employment agreement.”
The complaint cannot be clearer: “Roston’s failure to re-
turn the laptop and the company documents and data in the
Dropbox violated … his contractual obligations.” Obviously,
the complaint’s disputes about these items arise out of the
very contract allegedly violated by Roston. That the claims are
tort or statutory in nature does not matter, because they are
about Roston’s alleged violations of his contractual obliga-
tions under the Agreement. See Ginter ex rel. Ballard v. Belcher,
Prendergast & Laporte, 536 F.3d 439, 445 (5th Cir. 2008)
(“Though their causes of action sound in tort, the Ginters are
complaining about the failure of Belcher to fulfill his contrac-
tual obligations.”).
2
Bluecrew, too, is bound alongside the other two compa-
nies by the Agreement’s forum selection clause, regardless of
whether it is a signatory or party to the Agreement. It joins the
other plaintiffs in seeking relief under the Agreement, and all
claims in the complaint brought by Bluecrew are covered by
the scope of the Agreement’s forum selection clause. It is seek-
ing to benefit from the Agreement. We join the Third Circuit
in making the noncontroversial conclusion that a nonsigna-
tory (as well as a signatory) plaintiff pursuing a claim within
the scope of a contract’s forum selection clause will be bound
by that clause. See In re McGraw-Hill Glob. Educ. Holdings LLC,
12 No. 21-2501
909 F.3d 48, 70 (3d Cir. 2018) (“[A]n eyes-wide-open plain-
tiff—one who gets the benefit of the parties’ bargain and has
the corresponding right to sue—would be bound by the terms
of the forum selection clause just as the signatories would
be.”). And, again, our approach in the arbitration context al-
ready deals with this the same way. See A.D. v. Credit One
Bank, N.A., 885 F.3d 1054, 1064 (7th Cir. 2018) (a nonsignatory
plaintiff is bound by arbitration clause when the plaintiff’s
case centers on its asserted rights under the contract contain-
ing the arbitration clause); see also Hellenic Inv. Fund, Inc. v.
Det Norske Veritas, 464 F.3d 514, 518–20 (5th Cir. 2006) (analo-
gizing to arbitration estoppel principles to bind a nonsigna-
tory to a forum selection clause).
3
Whether the forum selection clause is mandatory or per-
missive shapes our review of the district court’s forum non
conveniens analysis, so we turn there next. “[J]urisdiction,
venue, and forum clauses can be mandatory (exclusive) or
permissive (nonexclusive).” Kochert v. Adagen Med. Int'l, Inc.,
491 F.3d 674, 679 n.2 (7th Cir. 2007). Our federal contract “law
is clear: where venue is specified with mandatory or obliga-
tory language, the clause will be enforced; where only juris-
diction is specified, the clause will generally not be enforced
unless there is some further language indicating the parties’
intent to make venue exclusive.” Paper Exp., Ltd. v. Pfankuch
Maschinen GmbH, 972 F.2d 753, 757 (7th Cir. 1992) (citing
Docksider, Ltd. v. Sea Tech., Ltd., 875 F.2d 762, 764 (9th Cir.
1989)). The central inquiry, then, is whether a clause is merely
a party’s consent to a court’s jurisdiction—constituting a per-
missive forum selection clause—or whether the clause has
mandatory language specifying that disputes under the
No. 21-2501 13
contract “shall” or “will” be litigated in a specific venue or
forum. See, e.g., id. at 755 (“In all disputes arising out of the
contractual relationship, the action shall be filed in the court
which has jurisdiction for the principal place of business of
the supplier” was mandatory language); Muzumdar v. Well-
ness Int’l Network, Ltd., 438 F.3d 759, 762 (7th Cir. 2006) (“Ju-
risdiction and venue over any disputes arising out of this
agreement shall be proper only in the federal or state courts
in Dallas County, Texas” was mandatory language).
The Agreement’s forum selection clause is mandatory. It
requires that any dispute arising out of or related to the
Agreement “will be heard and determined before an appro-
priate federal court located in the State of California in Ala-
meda County, or, if not maintainable therein, then in an ap-
propriate California state court located in Alameda County.”
That’s the exact type of forum selection clause we have found
to be mandatory. The venue and forum are specified (both
federal and state courts in a specific California county) with
mandatory language (“will be heard”). See Bryan A. Garner,
The Redbook: A Manual on Legal Style 562 § 27.3(b) (4th ed.
2018) (mandatory contractual duties generally “are well ex-
pressed with will”).
Unable to assault the plain language of the clause choos-
ing courts in California as the exclusive forum, the Companies
try to muddle the mandatory nature of the forum selection
clause via the Agreement’s consent to jurisdiction clause,
which reads: “[E]ach party hereto submits itself and its prop-
erty to the non-exclusive jurisdiction of the foregoing courts
with respect to such disputes.” The courts are federal or state
courts in California’s Alameda County. The Companies’ syl-
logism is simple: The plain language of “non-exclusive
14 No. 21-2501
jurisdiction” means this is a consent to jurisdiction clause;
consent to jurisdiction clauses amount to permissive forum
selection clauses; therefore the Agreement has a permissive
forum selection clause.
But this glosses over that mandatory venue language can
make forum selection mandatory regardless of additional
permissive jurisdiction language. The Ninth Circuit explained
this while applying federal law to a contract stating both that
each party “consents to the jurisdiction of the courts of the
State of Virginia[]” and that “[v]enue of any action brought
hereunder shall be deemed to be in Gloucester County, Vir-
ginia.” Docksider, 875 F.2d at 763. Rejecting an argument that
the whole provision was merely a consent to the jurisdiction
of any court in Virginia, the Ninth Circuit held:
Docksider not only consented to the jurisdiction
of the state courts of Virginia, but further agreed
by mandatory language that the venue for all
actions arising out of the license agreement
would be Gloucester County, Virginia. This
mandatory language makes clear that venue,
the place of suit, lies exclusively in the desig-
nated county. Thus, whether or not several
states might otherwise have jurisdiction over ac-
tions stemming from the agreement, all actions
must be filed and prosecuted in Virginia.
Id. at 764. Docksider’s reasoning is sound, which is why we’ve
cited that case favorably, see Paper Exp., 972 F.2d at 757, and
adhered to the same approach. In Muzumdar, we determined
that agreed-upon language submitting distributors to the
“non-exclusive jurisdiction of any arbitration panel convened,
or a court of competent jurisdiction in Dallas, Dallas County,
No. 21-2501 15
Texas” did not defeat the distribution contract’s mandatory
language establishing venue in federal or state courts in the
same county. 438 F.3d at 761. Using Docksider’s reasoning, we
refused to “find that a provision which requires appellants to
submit to the ‘non-exclusive’ jurisdiction of Texas courts
somehow undermines a very strongly worded forum selec-
tion clause containing mandatory language.” Id. at 762. In our
circuit the principle is clear: If a contract has both mandatory
venue and forum language and permissive jurisdiction lan-
guage, the separate permissive consent to jurisdiction clause
does not defeat the mandatory forum selection clause.
That’s precisely what’s going on in the Agreement. The
contract has a choice of law clause (“shall be governed by and
construed under and in accordance with the internal laws of
the State of California”), a choice of venue and forum clause
(“will be heard and determined before an appropriate federal
court located in the State of California in Alameda County, or,
if not maintainable therein, then in an appropriate California
state court located in Alameda County”), and a consent to ju-
risdiction clause (“each party hereto submits itself and its
property to the non-exclusive jurisdiction of the foregoing
courts”). Each clause has its own requirements independent
of the other clauses. The clause choosing California courts has
mandatory venue language, making the forum selection man-
datory. The clause about jurisdiction, while permissive, is
separate. The Agreement means that many courts (perhaps all
American courts) may have proper personal jurisdiction over
the parties, but only a few of those (California state and fed-
eral courts in Alameda County) are the proper venue for dis-
putes.
16 No. 21-2501
B
Satisfied that a mandatory forum selection clause governs
all the complaint’s claims, we easily conclude that the district
court did not err in dismissing the case under the forum non
conveniens doctrine, “the appropriate way to enforce a fo-
rum-selection clause pointing to a state,” Atl. Marine Const.
Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 60 (2013).
We review a district court’s forum non conveniens dismissal
for abuse of discretion—failing to consider the relevant public
and private interest factors or unreasonable balancing of
them. Kamel v. Hill-Rom Co., 108 F.3d 799, 802 (7th Cir. 1997).
Errors of law or fact may also warrant reversal. Abad v. Bayer
Corp., 563 F.3d 663, 665 (7th Cir. 2009). The complaint’s factual
allegations we take as true. Deb v. SIRVA, Inc., 832 F.3d 800,
804 (7th Cir. 2016).
When applying forum non conveniens, district courts
must engage in a two-step inquiry, determining (1) whether
there is an available adequate alternative forum and (2)
whether adjudication in that forum best serves the conven-
ience of the parties and the interests of justice. Stroitelstvo Bul-
garia Ltd. v. Bulgarian–Am. Enter. Fund, 589 F.3d 417, 421 (7th
Cir. 2009). Usually, this second step includes considering a
plaintiff’s preference in forum as well as both private and
public interest factors. But because the Agreement’s forum se-
lection clause is mandatory, the Supreme Court has narrowed
our review. The Companies’ preferred forum gets no weight,
and the district court only needed to evaluate the public in-
terest factors. See Atl. Marine, 571 U.S. at 63–64. The public
interest factors still include the administrative difficulties
stemming from court congestion; the local interest in having
localized disputes decided at home; the interest in having the
No. 21-2501 17
trial of a diversity case in a forum at home with the law that
must govern the action; the avoidance of unnecessary prob-
lems in conflicts of laws or in the application of foreign law;
and the unfairness of burdening citizens in an unrelated fo-
rum with jury duty. Clerides v. Boeing Co., 534 F.3d 623, 628
(7th Cir. 2008).
Our review, narrowed by Atlantic Marine, finds no abuse
of discretion. No one questions that California is an adequate
and available alternative forum (indeed, the Companies have
filed a cross-complaint against Roston in the California Supe-
rior Court parallel litigation, Roston v. Ask Media Grp., LLC et
al., No. RG20064980 (Cal. Super. Ct. Alameda Cty., filed June
17, 2020)). Rather, the Companies’ arguments are that the dis-
trict court failed to give weight to their chosen forum, ignored
the private interest factors, and misapplied the public interest
factors. Given the clause’s mandatory nature, Atlantic Marine
dooms the first two arguments, premised as both are on the
forum selection clause’s being permissive. The district court
had no duty to consider the plaintiffs’ preferred forum or the
private interest factors.
And the district court balanced the relevant public interest
factors reasonably. It noted little local Illinois interest because
of the laptop and data’s connection to the plaintiffs in both
New York and California. California law governs disputes
under the Agreement, and Delaware law likely governs the
valuation dispute, so Illinois citizens would be burdened in
having to learn that relevant law. California is a more natural
home for the governing law. And while administrative con-
cerns might be a wash between the two forums, the district
court concluded that the weight of the factors favored dismis-
sal.
18 No. 21-2501
III
This conclusion sits well with our more general approach
to forum selection, which disfavors gamesmanship and en-
courages litigation efficiency. We have warned against allow-
ing plaintiffs to defeat forum selection clauses by choosing
certain provisions to sue under or legal theories to press. See
Am. Patriot, 364 F.3d at 888. Allowing any of the plaintiffs here
to skirt the Agreement’s forum requirements by arguing the
Agreement has terminated—all the while making claims re-
lated to the Agreement—would undermine the design of
broadly worded forum selection clauses. Using less-demand-
ing tests in the forum selection clause context promotes effi-
ciency and deters evasion. See, e.g., Adams, 702 F.3d at 441
(“Were it not for judicial willingness in appropriate circum-
stances to enforce forum selection clauses against affiliates of
signatories, such clauses often could easily be evaded. For ex-
ample, a signatory of a contract containing such a clause
might shift the business to which the contract pertained to a
corporate affiliate—perhaps one created for the very purpose
of providing a new home for the business—thereby nullifying
the clause.”).
We leave open questions about the merits of this case, such
as whether Bluecrew assumed the rights and obligations of
the Agreement under California law. It may well be that a dis-
trict court in California, upon consideration of these issues,
will dismiss the case or dispose of it in some other way. But
at this point, in this court, we hold that these plaintiffs cannot
simultaneously pursue claims arising under the Agreement
and disavow the Agreement’s mandatory forum selection
clause sending such disputes to California.
AFFIRMED