Yax Ecommerce LLC is organized and has its principal place of business in Wyoming. Yax entered into an Asset Purchase Agreement with Proficient Supply LLC, which has its principal place of business in North Carolina.
The dispute resolution clause of their agreement, which was part of a mandatory arbitration clause, stated that any dispute arising out of or relating to the Agreement would be resolved by arbitration held in Texas and “shall be governed by the laws of the State of Texas”.
The District Court ruled that it did not have personal jurisdiction over Yax or Proficient, nor over two officers of Proficient who do not reside in Texas, and granted a Motion to Dismiss the action to compel arbitration against Proficient and the two officers. The Court specifically noted that a forum-selection clause specifying the jurisdiction and venue for arbitration proceedings in Texas does not, by itself, operate as a consent to personal jurisdiction in Texas courts.
Yax Ecommerce LLC v. Proficient Supply LLC, Shawn Chapman, and David Arnette, Civil Action 4:24-cv-809 (August 1, 2024)
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