Introduction

Many people assume that if a dispute arises, they can simply sue in the county where they live or where the other party does business. In Texas, that assumption is often wrong. A forum selection clause—sometimes buried deep in a contract—can legally dictate where a lawsuit must be filed, even if the location is inconvenient or expensive.

These clauses are common in commercial contracts, real estate agreements, professional services agreements, and increasingly even consumer-facing documents. Understanding how Texas courts treat forum selection clauses can save parties from costly jurisdictional mistakes.

What Is a Forum Selection Clause?

A forum selection clause is a contractual provision that specifies the exclusive or permissive venue for resolving disputes arising from the agreement. Typical examples include:

• “Any dispute shall be brought exclusively in Harris County, Texas.”
• “The parties consent to jurisdiction in the state and federal courts located in Dallas County, Texas.”
• “Venue shall lie in New York County, New York.”

Texas courts distinguish between:

• Mandatory clauses (“shall,” “exclusive,” “only”), and
• Permissive clauses (“may,” “consent to”).

That distinction is critical.

Texas Law Strongly Favors Enforcement

Texas courts generally enforce forum selection clauses unless the resisting party can meet a very high burden.

The Texas Supreme Court has made clear that forum selection clauses are prima facie valid, and the party opposing enforcement must show that enforcement would be unreasonable or unjust.

Under Texas law, a forum selection clause will typically be enforced unless the party opposing it proves:

1. Fraud or overreaching in the inclusion of the clause itself
2. Grave inconvenience depriving a party of their day in court
3. Strong public policy reasons against enforcement

Mere inconvenience or increased litigation cost is notenough.

Interaction with Texas Venue Statutes

Texas venue statutes still matter—but they often lose to a valid forum selection clause.

Texas Civil Practice & Remedies Code § 15.016 provides:

“An action arising from a major transaction shall be brought in a county if the parties have agreed in writing that a suit arising from the transaction must be brought in that county.”

Similarly, Texas Civil Practice & Remedies Code § 15.020 allows parties to agree in advance to venue and jurisdiction in major business transactions exceeding statutory thresholds.

Once a valid clause applies, general venue rules under Chapter 15 no longer control.

Common Pitfalls That Trigger Litigation

Forum selection clauses frequently become litigation flashpoints when:

• A party files suit in the “wrong” county
• A defendant files a motion to dismiss or transfer based on the clause
• The clause conflicts with a statutory venue right (e.g., real property disputes)
• The clause is ambiguously drafted

Texas courts strictly construe ambiguous language, and poorly written clauses often fail when tested.

Are Forum Selection Clauses Ever Unenforceable?

Yes—but rarely.

Examples where enforcement may fail include:

• The clause was hidden and procured by fraud specific to the clause
• The selected forum has no logical connection to the parties or transaction
• Enforcement would violate a Texas statutory protection (such as certain consumer or employment statutes)
• The clause conflicts with exclusive venue statutes (for example, certain land disputes tied to county location)

Texas courts do not invalidate clauses merely because one party had greater bargaining power.

Practical Takeaways for Texans

• Read venue language carefully before signing contracts
• Businesses should use clear, mandatory language if exclusivity is intended
• Filing suit in the wrong forum can result in dismissal—not just transfer
• Challenging a forum selection clause is difficult and fact-intensive

For litigation strategy, forum selection clauses often matter more than the underlying merits—at least at the outset.

Conclusion

Forum selection clauses are powerful tools under Texas law. When properly drafted, they can control litigation geography, costs, and leverage long before a case reaches discovery or trial. When misunderstood or ignored, they can derail otherwise valid claims.

If a dispute is brewing, the first question is often not who is right, but where the fight is allowed to happen.

At David C. Barsalou, Attorney at Law, PLLC, we help clients navigate business, family, tax, estate planning, and real estate matters ranging from document drafting to litigation with clarity and confidence. If you’d like guidance on your situation, schedule a consultation today. Call us at (713) 397-4678, email barsalou.law@gmail.com, or reach us through our Contact Page. We’re here to help you take the next step.