Advanced Banking Services, Inc. v. Zones, Inc.

This action involves the applicability of a forum selection clause contained within a contract for the installation of two network telephone systems. On April 8, 2015, the seller corporation sent to the buyer corporation a twenty-four-page, itemized quote for equipment and licensing required for the network telephone systems, which the buyer corporation’s president signed and returned to the seller. The quote, consisting of a purchase order with specified terms and conditions on each page, contained provisions for “Shipping Terms” and “RETURNS.” Under the heading for returns, the purchase order stated that additional terms and conditions applied and were available on the seller’s website. Following a dispute, the buyer filed a complaint in the Rhea County Circuit Court (“trial court”) against the seller, alleging breach of contract, misrepresentation, negligence, and unjust enrichment. The seller subsequently filed a motion to dismiss for improper venue, citing a forum selection clause contained in the “General Terms and Conditions of Sale” from the seller’s website, which specified King County, Washington, as the sole venue for litigating the terms of the contract. In an Order entered September 27, 2017, the trial court granted the motion to dismiss, finding that the forum selection clause was valid and enforceable. The buyer has appealed. Determining that the additional terms and conditions from the seller’s website were only applicable to returns and not to the contract as a whole, we reverse the trial court’s grant of the seller’s motion to dismiss.