Before HIGGINSON, WILLETT, and HO, Circuit Judges. DON R. WILLETT, Circuit Judge: Forum selection clauses are ubiquitous in commercial contracts. But sometimes the parties disagree about what they agreed to, litigating where disputes must be litigated. Take this case. Dynamic CRM Recruiting Solutions sued UMA Education in Harris County district court for alleged misappropriation of Dynamic’s software. UMA removed the action to federal district court, which in turn remanded it to state court based on the parties’ contractual forum selection clause. UMA now appeals the remand order. For the reasons discussed below, we AFFIRM: this case belongs in state court. I In June 2019, Dynamic licensed its computer software to UMA. As part of the licensing agreement, UMA promised not to “decompile, reverse engineer, or otherwise attempt to derive the source code” for the software without Dynamic’s written consent. Dynamic asserts that UMA violated the Agreement by developing computer programs based on Dynamic’s software. In October 2020, Dynamic sued UMA in the 189th Judicial District Court of Harris County based on UMA’s alleged misappropriation, asserting claims for breach of contract, fraudulent inducement, conversion, quantum meruit, lien foreclosure, and violations of the Texas Theft Liability Act (TTLA) and the Texas Uniform Trade Secrets Act; and seeking damages and injunctive relief. UMA timely removed the action to federal district court based on diversity and subsequently moved to dismiss. In response, Dynamic sought remand to state court, arguing that the parties’ forum selection clause required suits arising under the Agreement to be brought in Harris County district courts. That clause reads: Any dispute arising out of or under this Agreement shall be brought before the district courts of Harris County Texas, situated in the city of Houston, unless mutually agreed otherwise. Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction. UMA disputed Dynamic’s reading of the forum selection clause, contending that the choice of Harris County district courts was not exclusive of other fora; that, even if the choice was exclusive, the “district courts of Harris County” included federal district courts located in the county; and that, even if that phrase did not encompass federal courts, the clause required only that suits arising under the Agreement be initially “brought before” Harris County district courts but did not bar subsequent removal to federal court. UMA further argued that Dynamic’s TTLA and conversion claims were essentially for copyright violations and thus were preempted by federal copyright statutes. The federal district court held a pretrial conference, during which Dynamic moved to amend its complaint to drop its claims for conversion, quantum meruit, lien foreclosure, and violations of the TTLA. The district court granted the motion to amend and sided with Dynamic on the remand issue, agreeing that its remaining claims had to be heard in Harris County district courts per the forum selection clause.[1] UMA timely appealed the district court’s remand order. II A district court’s order remanding an action to state court based on a contractual forum selection clause is immediately appealable.[2] We review the district court’s interpretation of such a clause de novo.[3] Although this court has not always been perfectly consistent in describing the rules governing removal waivers,[4] our caselaw has endorsed the basic principle that “[a] party to a contract may waive a right of removal provided the provision of the contract makes clear” the intent to waive that right.[5] Nevertheless, “a waiver of . . . removal rights does not have to include explicit words, such as ‘waiver of right of removal.’”[6] “A party may waive its rights by explicitly stating that it is doing so, by allowing the other party the right to choose venue, or by establishing an exclusive venue within the contract.”[7] Since this forum selection clause does not explicitly mention removal or give either party the right to choose the forum, the question is whether the clause establishes an exclusive venue for disputes arising under the Agreement. Although the enforceability of a forum selection clause in a diversity case such as this one is governed by federal law, the clause’s interpretation is governed by the law of the forum state—subject, of course, to the requirement that a waiver of removal rights be sufficiently clear.[8] Here, the forum state is Texas, and the Agreement provides that its interpretation shall be governed by Texas law. Contractual choice-of-law clauses are generally valid under Texas law unless they violate one of the limitations set forth in the RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 187 (1971),[9] and neither party here has argued that this clause is invalid on this ground. Under Texas law, a court’s “prime directive” in “interpreting a written contract . . . is to ascertain the parties’ intent as expressed in the instrument.”[10] And the surest manifestation of what the parties intended is what their agreement says.[11] To properly understand the objective meaning conveyed by contractual text, “[w]e must read all parts of the contract together, striving to give meaning to every . . . word” and “to avoid rendering any portion inoperative.”[12] “Surrounding facts and circumstances” may also “inform the meaning of [contractual] language but cannot be used to augment, alter, or contradict the terms of an unambiguous contract.”[13] III UMA first argues that the forum selection clause allows removal because nothing in the clause’s language indicates that Harris County district courts are the exclusive forum for resolving disputes arising under the Agreement.[14] We disagree. Although the provision does not use words such as “exclusive” or “sole,” the natural import of its language, read holistically, is that the choice of Harris County district courts is exclusive of other fora: “Any dispute arising out of or under this Agreement shall be brought before the district courts of Harris County . . . unless mutually agreed otherwise.” The sentence uses “shall,” “the paradigmatic mandatory word,”[15] in specifying where disputes must be brought, and ends with the proviso, “unless mutually agreed otherwise.” This qualifying phrase specifies one of two exceptions—mutual agreement—to the choice of Harris County district courts as the exclusive forum. This does not help UMA because the parties have not mutually agreed on another forum. The very next sentence of the clause sets forth the other exception: “Notwithstanding this, this choice of forum provision shall not prevent either party from seeking injunctive relief with respect to a violation of intellectual property rights or confidentiality obligations in any appropriate jurisdiction.” This exception also does not help UMA, since it is Dynamic that seeks injunctive relief (in addition to damages). Had UMA been the plaintiff, it could have sought an injunction in any appropriate jurisdiction, but it does not follow that UMA may bring the dispute before the jurisdiction of its choosing simply because it is the defendant in a suit for injunctive relief. Thus, since neither exception to the Agreement’s choice of forum applies, the clause is clear: the dispute “shall” be brought before the Harris County district courts. Indeed, our reading of the clause as exclusive is bolstered by the proviso allowing either party to seek injunctive relief “in any appropriate jurisdiction” under certain circumstances. True, a proviso does not necessarily denote a clash of provisions. But interpreting the clause as specifying Harris County district courts as the exclusive forum for disputes arising under the Agreement makes more sense than interpreting it as specifying a non-exclusive forum choice, since the latter reading would render the second quoted sentence’s express permission to bring certain disputes “in any appropriate jurisdiction” unnecessary.[16] Next, UMA argues that the forum selection clause allows removal of Dynamic’s suit to federal court because the provision requires only that disputes arising under the Agreement be “brought before” Harris County district courts, not that they be decided by such courts. Under this reading, the Agreement uses “bring” in its strict, legal sense: to mean initiating litigation, or instituting proceedings.[17] Thus, UMA contends, even if Dynamic’s action was later removed to federal court, it began in Harris County district court, and was thus “brought before” the latter tribunal within the meaning of the forum selection clause. The district court, however, rejected this interpretation, and Dynamic urges us to do the same. The district court explained its reasoning this way: Because the Agreement does not define “brought before” or indicate that the term has a special or technical meaning, the court considers the generally accepted meaning of the term. “Brought” is the past participle of “bring,” which is ordinarily defined as: “to convey, lead, carry, or cause to come along with one toward the place from which the action is being regarded”; “to cause to be, act, or move in a special way”; “to cause to exist or occur.” The ordinary definitions of “before” are: “in advance”; “at an earlier time”; “in front of”; “in the presence of”; “under the jurisdiction or consideration of”; “earlier than”; or “in a higher or more important position than.”[18] Thus, the district court reasoned, “the ordinary meaning of ‘brought before’ in the Agreement is ‘to cause a civil action to exist under the jurisdiction of.’”[19] Removal would thus amount to “br[inging] [a matter] before” a U.S. district court, in violation of the Agreement’s forum selection clause. We agree. To remove this litigation would be to “br[ing] [it] before” a federal district court for determination. Since the Agreement provides that disputes arising thereunder must be “brought before the district courts of Harris County”—a choice that is, as we have explained, exclusive of other fora—UMA has contractually waived its right to remove this suit. Our conclusion is anchored on several considerations. We proceed from a bedrock tenet of Texas law: In construing a contract, courts must “give terms their plain, ordinary, and generally accepted meaning unless the instrument shows that the parties used them in a technical or different sense.”[20] As the district court soundly explained, removal “brings” a matter to federal court for consideration, in the colloquial sense; this is no less true simply because the matter may have initially been “brought” to another decisionmaker. We further note that lay dictionaries define the phrase, “bring before” as “to cause (someone or something) to come to (someone or something) for an official decision or judgment.”[21] Nothing about this definition suggests that an issue is only “brought before” some authority if it was not previously brought before another authority. It is therefore proper to say that removal under 28 U.S.C. § 1441 “cause[s] [a dispute] to come to [federal court] for an official decision or judgment.” Still, UMA protests, the Agreement uses “brought before” in the context of discussing litigation, and hence those words should be read not according to their lay definitions, but rather according to their legal meaning. Specifically, UMA directs us to the definition of “bring an action,” which is defined in the parlance of the law as “[t]o sue; institute legal proceedings.”[22] This does not change our conclusion. For one, even if we read “br[ing],” as used in the Agreement, to mean “institute legal proceedings,” it still quite arguably would encompass removal, which is described in some federal statutes on the subject as a way of “instituting a[] civil action, suit or proceeding in [federal] court.”[23] “[T]he modern view of removal,” as we have remarked, “is that it is more closely akin to original than to appellate jurisdiction because once the case is removed, it is treated as if it had commenced in federal court.”[24] To treat removal as the commencement, or bringing of, a proceeding in a federal district court for purposes of a forum selection clause therefore makes sense, given that the law treats removal as commencement of a proceeding in the district court for most other purposes. Moreover, legal authorities (including our own decisions) have long described actions removed from state court as having been “brought before” the federal court to which they were removed.[25] These sources necessarily inform how we interpret the same phrase as used in the Agreement here, for the objective meaning conveyed by contractual terminology may depend on longstanding usage or linguistic conventions surrounding that terminology.[26] Finally, we note a bevy of cases from around the country in which courts have confronted the question of whether similarly worded forum selection clauses preclude removal from the state courts specified as the exclusive fora for contractual disputes.[27] With a few exceptions,[28] courts have uniformly found that such provisions bar removal. Most notably, a 1988 Second Circuit decision considered a forum selection clause providing that “[n]o action or proceeding shall be commenced by [one contracting party] against [the other] except in the Supreme Court of . . . New York, County of New York.”[29] In that case, one contracting party sued the other in the state forum specified in the contract, and the defendant then attempted to remove to federal court, arguing that the forum selection clause required only that actions be “commenced” in the New York Supreme Court of New York County, not that they remain there. The Second Circuit, while describing the issue as “difficult,” rejected the defendant’s argument and disallowed removal.[30] While “[t]he phrase ‘commenced by Contractor against Owner’ may not literally preclude removal,” the court reasoned, “the only plausible construction of the pertinent phrase is that . . . removal constitutes the commencement of a ‘proceeding’ in federal court. Indeed, the parties’ inclusion of the forum- selection clause makes little sense unless it precludes removal.”[31] This logic applies a fortiori to the Agreement here, which requires that disputes be not just “commenced” in Harris County district courts (which could at least arguably imply merely that litigation start there), but rather “brought before” those courts—wording that, as we have explained, carries such an implication only weakly, if at all. In the decades since Karl Koch, courts around the country, when confronted with forum selection clauses requiring that contractual disputes be “brought in” particular state courts (or similar phraseology), have construed those provisions as barring removal to federal court.[32] It would certainly be arguable, were it a question of first impression, whether these courts correctly interpreted the clauses at issue. But given this strong weight of authority, the parties to this Agreement were on constructive notice that, by using terminology similar to that which courts have generally construed as forbidding removal, they were waiving their right to remove an action filed in Harris County district court to federal court.[33] IV UMA also argues that the court below abused its discretion in allowing Dynamic to drop its claims for conversion, quantum meruit, lien foreclosure, and violations of the TTLA—a consequential error, UMA contends, because the conversion and TTLA claims are subject to exclusive federal jurisdiction and would preclude remand no matter what the forum selection clause purports to require. We need not reach the jurisdictional point because we hold that the district court properly allowed Dynamic to amend its complaint. As UMA correctly notes, the proper means for a party to abandon some, but not all, of its claims prior to trial is a motion to amend under Federal Rule of Civil Procedure 15(a). Both parties apparently concede that, since Dynamic was not entitled to amend as a matter of right under the circumstances, any motion to amend would have been governed by subsection (2) of the Rule, which provides that “a party may amend its pleading only with the opposing party’s written consent or the court’s leave,” adding, “The court should freely give leave when justice so requires.”[34] This language “evinces a bias in favor of granting leave to amend [U]nless there is a substantial reason to deny leave to amend, the discretion of the district court is not broad enough to permit denial.”[35] UMA argues that Dynamic never properly moved to amend its complaint. We disagree. A party may take advantage of Rule 15(a) so long as he or she has “‘expressly requested’ to amend even though their request ‘was not contained in a properly captioned motion paper.’ A formal motion is not always required, so long as the requesting party has set forth with particularity the grounds for the amendment and the relief sought.”[36] “A request for a court order”—including one granting leave to amend—”must be made by motion,” but need not be in writing if it is “made during a hearing or trial.”[37] Here, Dynamic’s counsel asked the district court for leave to amend at the initial conference. Specifically, counsel proposed to delete several claims (including those for conversion and for violations of the TTLA) if the court would so allow, explaining that concerns about preemption motivated the request. This hearing was on the record. Although counsel did not cite Rule 15, he did repeatedly request an “amend[ment],” and also was quite clear as to the nature of, and reasons for, the proposed amendment. This was enough to invoke Rule 15(a). The district court did not abuse its discretion in allowing Dynamic’s proposed amendment. Along similar lines, UMA argues that even if we find no reversible error in the district court’s grant of Dynamic’s motion to amend, we should remand to allow UMA to argue that Dynamic’s other claims may also be copyright claims in substance and thus preempted by federal law. We decline. For starters, UMA’s briefing provides no analysis whatsoever on the question of which of Dynamic’s other claims might fall into this category.[38] More importantly, UMA argued before the district court only that Dynamic’s conversion and TTLA claims were preempted, thereby forfeiting similar arguments regarding the remaining claims. Although Dynamic proposed amending its complaint at the initial conference, the amendment did nothing more than drop certain claims. From the moment this suit was filed, UMA had the opportunity to argue that Dynamic’s other claims were preempted as well. Having failed to make such an argument below, UMA is not entitled to a do-over for purposes of fleshing out this forfeited theory.[39] V For these reasons, the judgment of the district court is AFFIRMED.
