## Facts

- Office Supply Store.com (Office Supply) sold office supplies through an internet business operated by Office Supply Store, Inc.
- Employees of the Kansas City School District (School District) placed multiple orders with Office Supply, and Office Supply claimed an unpaid balance for goods delivered.
- The parties’ sales contract(s) were formed through the ordering process before Office Supply sent invoices.
- After the contract was formed, Office Supply issued invoices for the purchases. The invoices contained a forum-selection clause stating that disputes would be resolved in California courts.
- The School District did not sign the invoices and did not otherwise expressly agree to the invoice forum-selection clause.
- Office Supply sued the School District in the Superior Court of Los Angeles County, California, asserting claims including breach of contract and quasi-contract theories.
- The School District did not appear in the California action, and the California court entered a default judgment awarding damages, interest, attorney’s fees, and costs.
- Office Supply then filed in Missouri to register the California judgment as a foreign judgment under Missouri procedure.
- The School District moved to set aside the registration, arguing that the California court lacked personal jurisdiction.
- The Missouri circuit court denied the School District’s motion and permitted registration of the California judgment, and the School District appealed.

## Issues

1. Did the forum-selection clause printed on Office Supply’s post-formation invoices become part of the parties’ contract so that the School District consented to personal jurisdiction in California?
2. If there was no contractual consent, did the School District have sufficient minimum contacts with California to permit California courts to exercise personal jurisdiction consistent with due process?
3. If the California court lacked personal jurisdiction, was Missouri required to register and enforce the California default judgment under full faith and credit?

## Decision

- The Missouri Court of Appeals reversed the order registering the California default judgment.
- The court held that the California court lacked personal jurisdiction over the School District.
- The court concluded the invoice forum-selection clause was not an agreed contract term because it was introduced after contract formation and was not expressly accepted by the School District.
- Without consent through a valid forum-selection clause, the record did not show minimum contacts establishing that the School District purposefully availed itself of doing business in California.
- Because the rendering court lacked personal jurisdiction, the California judgment was not entitled to registration and enforcement in Missouri.

## Legal Principles

- A sister-state judgment is generally entitled to full faith and credit, but the enforcing state may refuse enforcement if the rendering court lacked jurisdiction over the parties.
- A Missouri court’s decision to register a foreign judgment, and its determination whether the rendering court had personal jurisdiction, are legal conclusions reviewed de novo on appeal.
- Personal jurisdiction may be based on consent (including a valid forum-selection clause) or on minimum contacts satisfying due process.
- A forum-selection clause is enforceable only if it was part of the parties’ agreement; a seller cannot impose it unilaterally after the contract is formed.
- Under sales-contract principles governing additional terms in confirmatory writings, an invoice term added after formation is treated as a proposed additional term; a material addition (such as a forum-selection clause) does not become part of the contract without express assent or a showing that the parties’ prior dealings established acceptance.
- A buyer’s purchases from an out-of-state seller, without more, do not automatically establish purposeful availment of the seller’s chosen forum; the plaintiff’s unilateral actions cannot supply the defendant’s contacts with the forum.

## Conclusion

The Missouri Court of Appeals refused to give effect to the California default judgment because California lacked personal jurisdiction over the Kansas City School District: the forum-selection clause first appearing on Office Supply’s invoices was not shown to be an agreed contract term, and the School District otherwise lacked minimum contacts with California, so the judgment was not entitled to registration in Missouri.


Office Supply Store.com v. Kansas City School Board, 334 S.W.3d 574 (2011)