DocketNumber: No. CV00 0181202 S
Citation Numbers: 2001 Conn. Super. Ct. 17351
Judges: D'ANDREA, JUDGE TRIAL REFEREE.
Filed Date: 12/26/2001
Status: Non-Precedential
Modified Date: 7/5/2016
"A motion to dismiss . . . properly attacks the jurisdiction of the court, essentially asserting that the plaintiff cannot as a matter of law and fact state a cause of action that should be heard by the court." (Internal quotation marks omitted.) Gurliacci v. Mayer,
In its memorandum, the defendant asserts that this action arises out of a commercial contract between the parties. The defendant notes that a copy of the contract has been appended as an exhibit to the plaintiff's complaint3 and refers the court to the following provision: "Governing Law. This [a]greement shall be governed by and construed according to the laws of the [s]tate of New York. Any action, claim, andproceeding brought by either party shall be commenced exclusively in thefederal or state courts located in the [s]tate of New York." (Emphasis added.) (Complaint, Exh. A, p. 3.) The defendant argues that this provision is a forum selection clause, that Connecticut courts have consistently upheld such clauses as enforceable and that consequently, this court lacks jurisdiction over the defendant.4 Therefore, the defendant concludes that the plaintiff's complaint should be dismissed.
"[I]n commercial transactions, parties often consent to resolve disputes in a particular jurisdiction by incorporating forum selection clauses into their contracts. Connecticut case law is clear that the courts will uphold an agreement of the parties to submit to the jurisdiction of a particular tribunal." Phoenix Leasing, Inc. v.Kosinski,
"The existence of a forum selection clause raises the issue . . . of whether a contract provision should be enforced. . . . Under this . . . modern view, the courts treat the [forum selection] contractual provision not as one which seeks to oust the court of jurisdiction, but rather as a provision which will allow the court to decline jurisdiction if it is reasonable to do so." (Brackets in original; citations omitted; internal quotation marks omitted.) IDV North America, Inc. v. Saronno, Superior Court, judicial district of Hartford at Hartford, Docket No. 058059 (September 9, 1999, Teller, J.).
In Total Telecommunications, Inc. v. Target Telecommunications, Inc.,
Superior Court, judicial district of Ansonia-Milford at Milford, Docket No. 053516 (March 11, 1997, Corradino, J.), the court adopted a two-step analysis to determine whether to enforce a forum selection clause. See also Brookridge Funding Corp. v. District of Columbia Housing Authority,
Superior Court, judicial district of Danbury, Docket No. 337858 (September 5, 2000, Moraghan, J.) (
This court notes that the first step of the aforementioned determination requires this court to analyze the formation of the contract containing the forum selection clause. "The rules governing contract formation are well settled. To form a valid and binding contract in Connecticut, there must be a mutual understanding of the terms that are definite and certain between the parties. . . . To constitute an offer and acceptance sufficient to create an enforceable contract, each must be found to have been based on an identical understanding by the parties. . . . If the minds of the parties have not truly met, no enforceable contract exists. . . . [A]n agreement must be definite and certain as to its terms and requirements. . . . So long as any essential matters are left open for further consideration, the contract is not complete." (Citations omitted; emphasis added; internal quotations marks omitted.) Geary v. Wentworth Laboratories, Inc.,
In this case, this court cannot determine whether a contract was formed between the parties or whether the forum selection clause was a mutually agreed upon provision. The "contract" containing the forum selection clause relied upon by the defendant is the document appended to the plaintiff's complaint as an exhibit; this document is only signed by the plaintiff.5 The plaintiff's complaint does not contain any allegations concerning the enforceability of the forum selection clause. Furthermore, this court has not been supplied with any evidence, by affidavit or otherwise,6 that the defendant ever signed the "contract" or agreed to be bound by its terms, or that the defendant is entitled to enforce its terms. In the absence of any evidence that there was a mutual understanding or agreement between the parties, this court cannot evaluate the circumstances of any agreement and therefore, it cannot conclude that a contract was formed or that the forum selection clause should be enforced. Therefore, this court will not decline jurisdiction. Accordingly, the defendant's motion dismiss is denied.
So Ordered.
D'ANDREA, J.T.R.