Peters v. C21 Investments, Inc.

"The parties’ agreement must be the specific place of origin or the source of the legal action to trigger application of the venue agreement.” Black v. Arizala, 337 Or. 250, 267 (2004).

Peters and Guptill (“Plaintiffs”) contracted to sell their interests in Eco Firma Farms LLC (EFF) to C21 Investments, Inc. (C21). They brought suit against C21 and additional defendants alleging tortious interference with their economic relations with C21 and EFF, and the trial court dismissed Plaintiffs’ claims for lack of subject-matter jurisdiction because their contract with C21 contained a forum-selection clause listing the Province of British Columbia as the “exclusive forum.” Plaintiffs assigned error to that decision, arguing that their claims did not fall within the forum-selection clause because they were not contract claims based on the agreement and because the defendants other than C21 were not parties to the contract nor intended beneficiaries. “The parties’ agreement must be the specific place of origin or the source of the legal action to trigger application of the venue agreement.” Black v. Arizala, 337 Or. 250, 267 (2004). Regardless of whether the additional defendants could invoke the forum-selection clause, Plaintiffs’ allegations were not within its scope. The claims were not about the parties’ contractual obligations nor the contract’s subject matter, but an alleged interference with those agreements. Therefore, the forum-selection clause was not applicable, and the trial court erred in dismissing Plaintiffs’ claims for lack of subject-matter jurisdiction. General and supplemental judgments reversed and remanded.