A forum selection clause in a commercial contract allows both parties to agree in advance on the forum for any contractual dispute. It provides the parties with an opportunity to avoid being pulled into a court which is inconvenient or otherwise unreasonable to such party, by stipulating which court, or which location of such court, will govern the contract. Generally, New York courts will enforce a forum selection clause set forth in the parties’ contract.Nat’l Bank v. Easte
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A corporation formed in New York can sue or be sued in a litigation in New York. N.Y. Business Corp. Law § 202. Of course, many corporations are formed in other states other than New York. In New York parlance, such corporations are “foreign corporations.” A foreign corporation must apply for authorization to do business in New York. N.Y. Business Corp. Law § 1301. A foreign corporation may not do business in New York without such authorization. Moreover, a foreign corpora
Where there are an even number of directors or managing members of an entity, there is the potential that an action requiring a majority vote will be met with an even split – half of the directors or managing members will vote “yes,” and the other half will vote “no.” The result is a deadlock, where the entity cannot take any action. In order to avoid this risk, it is a good idea to include a deadlock provision in the bylaws or operating agreement setting forth the procedure