Delaware Corporate Law Recognizes the Fundamental Validity of the Forum Selection Bylaw: A Survey of the Boilermakers Litigation

Boilermakers Local 154 Retirement Fund v. Chevron Corp. represents a new and important chapter in the relationship between the forum selection clause and modern business relations. A forum selection clause is “[a] contractual provision in which the parties establish the place (such as the country, state, or type of court) for specified litigation between them.” Forum selection clauses have most often been analyzed by courts within contractual relationships between businesses, or a business and its customers. The Boilermakers case sets important precedent for forum selection in an equally fundamental business relationship--the corporation and its stockholders. This article will survey the key points of the Boilermakers case and, in so doing, will hopefully complement the insightful conversation led by then Chief Justice Myron Steele about the case at the Pepperdine University's Journal of Business, Entrepreneurship and the Law's Fall 2013 symposium.