## Facts

- Independent insurance agents licensed in Alabama entered written agreements with Professional Insurance Corporation (PIC) to sell payroll-deduction insurance plans in Alabama.
- The agent contracts contained outbound forum-selection clauses requiring contract actions to be brought in Florida.
- The agents alleged PIC and related defendants devised a scheme to terminate the agents’ contracts and divert business to avoid paying commissions.
- The agents sued in the Circuit Court of Montgomery County, Alabama, asserting breach of contract, interference with business relations, and fraudulent misrepresentation.
- PIC and other defendants moved to dismiss or otherwise enforce the Florida forum-selection clauses.
- The trial court, following then-existing Alabama precedent treating outbound forum-selection clauses as void on public-policy grounds, refused to enforce the clauses.
- Defendants pursued an interlocutory appeal under Rule 5, Ala. R. App. P., to resolve whether Alabama should continue refusing to enforce outbound forum-selection clauses per se.

## Issues

1. Whether outbound forum-selection clauses are void per se as against Alabama public policy.
2. If not void per se, what standard governs enforcement of an outbound forum-selection clause and who bears the burden of proof.

## Decision

- The Supreme Court of Alabama rejected the per se rule that outbound forum-selection clauses are void as against public policy.
- The Court adopted a general rule that an outbound forum-selection clause should be enforced unless enforcement would be unfair or unreasonable under the circumstances.
- The Court remanded for the trial court to apply the new standard to the clause and the parties’ circumstances.

## Legal Principles

- Outbound forum-selection clauses are presumptively valid and enforceable in Alabama.
- The party resisting enforcement bears the burden to show enforcement would be unfair or unreasonable under the circumstances.
- A clause may be denied enforcement when it results from fraud or overreaching, or when the selected forum is so seriously inconvenient that the resisting party is effectively deprived of a meaningful opportunity to litigate.
- Public policy is not violated merely because parties agree to litigate in another state connected to the parties or transaction.

## Conclusion

Alabama abandoned its prior categorical refusal to enforce outbound forum-selection clauses and adopted a presumption of enforceability, subject to a case-specific showing by the resisting party that enforcement would be unfair or unreasonable; the case was remanded for application of that standard.


Professional Ins. Corp. v. Sutherland, 700 So. 2d 347 (Ala. 1997)