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Description:Celia Taylor Thursday, March 6, at The court found otherwise, stating that while forum selection clauses are presumptively valid and should be specifically enforced when the claims at issue relate to contractual duties, when the issue at hand is a breach of fiduciary duties, the internal affairs doctrine means that the issue is governed by the law of the state of incorporation rather than the terms of deal documents. In so deciding, the court drew on the reasoning in Parfi Holding AB v. The court contrasted arbitration or other forum selection clauses that appear in the document that gives rise to the fiduciary relationship—noting that in such a case the clause would govern fiduciary claims. So for instance, an arbitration clause in a LLC agreement would govern claims for breach of fiduciary duty by a manager of the LLC. To justify its results, the court used the analogy of a non-Delaware forum selection clause in a merger agreement, stating that such a clause would not restrict shareholders suing sell-side fiduciaries in Delaware for breach of fiduciary duty claims based on that merger agreement.

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