CONTRACT LAW
Sasha Kahn
In ResQSoft, Inc. v. Protech Solutions, Inc., 488 P.3d 979 (Alaska 2021), the supreme court held that non-contractual claims, even when arising out of state statutory law or equitable principles, may still be subject to the forum selection clause within the contract if the claims arise from or relate to the contract’s terms. (Id. at 985). A subcontractor filed suit against a state contractor after the relationship between the parties broke down and the contractor terminated the subcontract without payment for work completed. (Id. at 983). The since-broken contract included a forum selection clause mandating all proceedings arising out of or relating to the contract would be settled in the Federal District Court of Delaware. (Id. at 984–85). The subcontractor failed on claims in Alaska state courts on a finding of improper venue and saw their claims for unjust enrichment dismissed. (Id. at 982–83). Reviewing the claims de novo, the supreme court affirmed the dismissal of the unjust enrichment claim because the subcontractor failed to state a sufficient claim for which relief could be granted. (Id. at 990). In its evaluation of the forum selection question, the supreme court considered the four reasons why a court might refuse to enforce a contract’s forum selection clause: (1) public policy, (2) there is no available remedy in the chosen forum, (3) disproportionate bargaining power, and (4) fraud. (Id. at 986–89). After reasoning that none of the enforceability exceptions applied, the supreme court held that non-contractual claims, even when arising out of state statutory law or equitable principles, may still be subject to the forum selection clause within the contract if the claims arise from or relate to the contract’s terms. (Id. at 985).
