Ashall Homes Limited v. ROK Entertainment Group, Inc., C.A. No. 4643-VCS (Del. Ch. Apr. 23, 2010), read opinion here.
This Court of Chancery decision upheld a forum selection clause that required the dispute between the parties to be litigated in the Courts of the United Kingdom and to be governed by the laws of England. Notably, the Court observed that the internal affairs doctrine did not require the application of Delaware corporate law to this dispute. This instant decision spends a large proportion of its 25-pages addressing the public policy reasons why forum selection clauses are upheld including the Court’s aversion to “issue splitting”.
Compare a more recent Court of Chancery opinion that upheld a forum selection clause requiring the case to be litigated in Texas even though the internal affairs doctrine in that separate case did require the application of Delaware corporate law. See Baker opinion from Chancery here.