The Delaware Supreme Court has clarified that a Delaware court need not afford deference to a prior action filed in another state where the parties' written contracts contain a forum selection clause naming Delaware as the chosen forum for litigation. In this case, two corporations were parties to contracts containing forum selection clauses specifying either Delaware or New York as the chosen forum. One corporation filed a breach of contract action against the other in California. In turn, the corporation that was sued in California filed an action in Delaware seeking to prevent the California litigation from proceeding. In affirming the Delaware Chancery Court's denial of a motion to stay the Delaware action, the Delaware Supreme Court ruled that the forum selection clauses in the contracts at issue prevented the California litigation from proceeding. Based on this decision, a Delaware state court will uphold a forum selection clause unless the court determines that upholding the forum selection clause would be unreasonable or that the clause is invalid.
Ingres Corp. v. CA, Inc., C.A. No. 4300 (Del. Dec. 1, 2010)