Contract – Venue – Forum Selection Clause – Contract Formation – Labor & Employment

Schwarz v. St. Jude Medical, Inc. (Lawyers Weekly No. 011-233-17, 22 pp.) (Rick Elmore, J.) (John Arrowood, J., concurring) Appealed from Mecklenburg County Superior Court (Carla Archie, J.) N.C. App.

Holding: By presenting an employment contract to plaintiff on her first day at work, the defendant-employer undeniably signaled a willingness to enter into a bargain, offering plaintiff employment under the terms set forth in the agreement. Because plaintiff did not propose amended or additional terms, her signature and delivery constituted acceptance, meaning the contract was executed in North Carolina. As such, the contract’s forum selection clause – requiring related matters to be litigated in Minnesota – is unenforceable under G.S. § 22B-3.

We reverse the trial court’s order granting defendants St. Jude Medical S.C., Inc.’s and St. Jude Medical, Inc.’s motion to dismiss for improper venue.

Our result is not changed by the fact that a representative of the employer, sitting in Texas, added his signature to the contract a couple of weeks after plaintiff started work. This signature was merely a consummation of the employment relationship instead of the last act necessary to form a binding agreement.

Concurrence

(Arrowood, J.) The non-negotiable language of the employment agreement, when combined with the agreement’s effective date and the actions of both parties, shows that the contract was formed no later than when plaintiff commenced work and that the last act necessary for formation of the contract occurred in North Carolina.