Q: Business partnership with company based in MA. My LLC in Texas. The agreement refers to Delaware law. Where to file?
2 year exclusive agreement, company wants revisions and stops the flow of services leads to my business. I've tried to negotiate and sent a breach of contract, do not see them working but rather trying to harm my business. Where do I file?
A:
I am sorry you are having to deal with this legal issue. If you are planning to litigate your case, it may be good to speak directly with a business attorney to look at the facts of your case and also the terms of your contract. For instance, the agreement might have a forum selection clause wherein the parties agreed to litigate all matters only in specific courts or through arbitration. However, it is possible that you might be able to file your case in Texas depending upon the facts of your case. Moreover, even if the case were filed in Texas, a Texas court can still apply Delaware law when considering your case since, as you mentioned, the agreement appears to have a choice of law clause favoring Delaware law. Best wishes to you!
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