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Jurisdiction Clause

Q: Are jurisdiction clauses enforceable?

Generally, commercial forum-selection clauses are enforced in the United States. Under The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), the U.S. Supreme Court’s foundational standard, a jurisdiction clause is presumptively valid, and the party resisting it carries the burden of showing enforcement would be unreasonable or unjust. A neutral forum can be a deliberate commercial choice; the absence of a connection to either party does not by itself make the clause unenforceable, although the clause remains subject to applicable law and context.

A jurisdiction clause names the court or courts with authority to hear disputes under a contract, setting where the parties will litigate if a disagreement ends up in court.

Reviewed by

GC AI Solutions Team

•

Updated

September 6, 2026

Definition

A jurisdiction clause, also called a forum selection clause, identifies the courts the parties select for contractual disputes. It can make that selection exclusive or non-exclusive and record consent to personal jurisdiction and venue. The governing law clause separately identifies the substantive law that applies. A forum selection clause cannot itself give a court subject-matter jurisdiction it lacks. Review the selected courts, any fallback forum, and the relationship with arbitration provisions together to determine where the parties intend claims to proceed.

What It Does

For in-house counsel, the forum choice needs to work when a claim arises. A practical test: identify the court for an unpaid-invoice claim, check the fallback if that court cannot hear it, and compare the result with the arbitration provision.

Names the courts the parties select for disputes within the clause’s scope.
States whether those courts are exclusive or whether other competent courts remain available.
Records the parties’ consent to personal jurisdiction and any agreed waiver of objections to venue.
Specifies the location and any fallback court if the first court lacks jurisdiction.
Coordinates with any arbitration clause, identifying which matters the parties reserve for court proceedings.

The Tapestry agreement below uses a sequence of Delaware courts, with each fallback available if the preceding court finds that it lacks jurisdiction.

When You'll See It

Look for jurisdiction language in the boilerplate or miscellaneous provisions and alongside the governing law clause. The examples below include a binding heads of terms, a credit agreement amendment, a personal guaranty, a termination agreement, and a shareholder rollover agreement. For cross-border deals, assess where the parties, assets, and likely witnesses are located and what the chosen forum means for litigation cost and judgment enforcement.

Examples

Alternus Clean Energy, Inc. / LiiON LLC

Binding Heads of Terms

Exclusive New York jurisdiction

Mutual

2024

"This Agreement ... shall be governed by and construed in accordance with the laws of New York and each of the Parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of New York to settle any dispute arising out of or in connection with this Agreement (a "Dispute") and agrees that the courts of New York are the most appropriate and convenient courts to settle any Dispute."

Source

Jeff Wolf (Scorpius Holdings, Inc.) / 3i, L.P.

Personal Guaranty

Exclusive New York jurisdiction plus venue waiver

One-Sided

2025

"The Guarantor irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and waives any objection to venue therein. Guarantor further waives any right to a trial by jury."

Source

McEwen Mining Inc. / Evanachan Limited

Amendment No. 1 to the Third Amended and Restated Credit Agreement

Non-exclusive Ontario jurisdiction

Mutual

2025

"The parties hereto irrevocably attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario."

Source

Tapestry, Inc. / Capri Holdings Limited

Termination Agreement

Tiered exclusive Delaware jurisdiction

Mutual

2024

"Each of the Parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court finds it lacks jurisdiction, the Federal court of the United States of America sitting in Delaware, or, if (and only if) such courts find they lack jurisdiction, any state court sitting in Delaware ..."

Source

Shurya Vitra Ltd. / Emeren Group Ltd Shareholders

Rollover Agreement

Exclusive Manhattan venue

Mutual

2025

"... shall be brought and determined exclusively in a federal court located in the Borough of Manhattan, City of New York, or, if not able to be brought in such court, a state court located in the Borough of Manhattan, City of New York."

Source

Negotiate

Customer Positions:

You want a forum your team can use for service, delivery, and payment disputes without an unexpected conflict elsewhere in the agreement.

Seek a convenient forum or a mutually acceptable neutral court, considering counsel, witnesses, and the likely claims.
Ask for exclusive language if predictable litigation location matters to your business.
Name a fallback court if the first court cannot hear the claim, and specify the county or district where appropriate.
Review the governing law and arbitration provisions together with the forum clause, and document any deliberate split.

Supplier Positions:

You want a workable forum for collection and contract claims, with any additional enforcement options stated expressly.

Seek a forum your legal team can use consistently across customer contracts.
If you need flexibility to bring claims in other competent courts, negotiate non-exclusive language and assess the customer’s reciprocal rights.
State any exceptions for interim relief or judgment enforcement precisely, including whether they apply to both parties.
If the agreement requires arbitration, identify the court proceedings that support it and reconcile their scope with the arbitration clause.

Red Flags

A forum and governing law combination the team has not assessed for cost, convenience, and the likely claims.
A named court that may lack jurisdiction over the dispute, with no fallback court.
Broad court and arbitration provisions that leave unclear which disputes belong in each forum.
Non-exclusive language where the business expects a single litigation forum, or exceptions that allow only one party to sue elsewhere.
A clause that leaves venue or consent to personal jurisdiction unclear.

FAQs

A jurisdiction clause identifies the courts the parties select for disputes within its scope. It can make that selection exclusive or non-exclusive and record consent to personal jurisdiction and venue, while a separate governing law clause identifies the substantive law that applies. The clause cannot itself give a court subject-matter jurisdiction it lacks.

A governing law clause picks which jurisdiction's substantive law a court applies to interpret the contract, while a jurisdiction clause selects the courts for disputes within its scope. The two are legally separate and can point to different places, so a contract can be governed by New York law yet litigated in Delaware. Review the combination for the transaction rather than treating different locations as an inherent conflict.

Exclusive jurisdiction generally commits the parties to the named courts for disputes within the clause's scope, subject to its exceptions and applicable law. It does not necessarily bar proceedings elsewhere to enforce a judgment; the Tapestry agreement expressly allows those proceedings. Non-exclusive jurisdiction permits suit in the selected courts without excluding other courts that have jurisdiction. Review the covered claims, exceptions, and enforcement provisions to understand the degree of certainty or flexibility.

No. Jurisdiction is a court's authority to hear a case, while venue is the specific location within a court system where the case is heard, such as a particular county or district. A well-drafted clause often fixes both, for example naming the federal court located in the Borough of Manhattan.

Yes, courts in the United States generally enforce jurisdiction clauses. Under The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), the U.S. Supreme Court's foundational standard, a jurisdiction clause is presumptively valid, and the party resisting it carries the burden of showing enforcement would be unreasonable or unjust. A neutral forum can be a deliberate commercial choice; the absence of a connection to either party does not by itself make the clause unenforceable.

If a contract sends disputes to arbitration and also names a court, read the scope of each provision to determine which claims or proceedings it covers. A court clause can reserve specified proceedings that support arbitration, such as applications to compel arbitration, obtain interim relief, or enforce an award, subject to applicable law. State those boundaries expressly; the presence of both clauses alone does not establish a conflict.

Use GC AI for Word to compare the jurisdiction, governing law, and arbitration provisions with your team's playbook and flag provisions for review. Check whether different law and forum choices are intentional and whether the court and arbitration provisions clearly allocate the relevant disputes. Review the source clauses and proposed changes rather than assuming every difference is a defect or every issue will be detected automatically.

This content is for informational purposes only and does not constitute legal advice.

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Related Clauses

Governing Law

A contractual provision that selects which jurisdiction’s substantive law will be used to interpret and enforce the agreement.

Arbitration

A contractual provision that requires the parties to resolve disputes through binding arbitration instead of court litigation.

Waiver of Jury Trial

A provision in which the contracting parties agree to give up their right to a jury, so that any dispute under the contract is decided by a judge instead.

Class Action Waiver

A provision in which a party gives up the right to bring or join a class or collective action, agreeing to pursue any claim only on an individual basis.