The Delaware Supreme Court, in West v. Access Control Related Enterprises, No. 230, 2022, 2023 WL 2920675 (Del. Apr. 13, 2023), addressed several issues that arise in cases involving forum selection disputes. Against a lengthy procedural backdrop, the Supreme Court held that unused leave to transfer a case does not divest the original court of jurisdiction, reaffirmed the trial courts’ broad discretion in deciding motions to dismiss pursuant to Rule 41(a)(2), and confirmed that forum non conveniens does not apply when parties have contracted for a specific forum to resolve their disputes.

The procedural background for this dispute is important to understanding the Supreme Court’s decision. The plaintiff, William West, was a co-founder and former officer of defendant Access Control Related Enterprises (ACRE), a Delaware limited liability company. Shortly after formation, two Delaware limited partnerships—LLR Equity Partners, IV, L.P. and LLR Equity Partners Parallel IV, L.P. (collectively, LLR)—became ACRE’s majority owners and controlled its board. West was appointed as ACRE’s CFO and COO. The parties entered into eight agreements, four of which designated state or federal courts in Delaware as the exclusive forum to resolve disputes among the parties. Two agreements in particular, the securityholders’ agreement and LLC agreement, designated the Delaware Court of Chancery and any federal court in Delaware for dispute resolution. The severance agreement and noncompetition agreement both designated any federal or state court in Delaware.

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