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A recent Delaware Court of Chancery decision provides noteworthy guidance about how to reconcile conflicting forum selection clauses. In Kelly Roofing Holdings, LLC v. Flores, C.A. No. 2025-1049-BWD (Del. Ch. June 4, 2026), the court provides a wealth of practical analysis in a relatively short opinion that should be required reading for anyone who is interested in the latest iteration of Delaware law on the following issues: (i) when language in a forum clause is permissive or mandatory; (ii) which venue prevails when two related agreements provide for different forum requirements; and (iii) when the first-filed McWane rule is trumped by a forum selection clause.

Spoiler Alert—Case Remains in Delaware

The court determined that the forum clause in the Asset Purchase Agreement (APA) for the sale of a business had a mandatory Delaware forum clause, but that the employment agreement for the president of the surviving company had a forum clause allowing lawsuits to be filed in Florida, with the net result being that a motion to dismiss the Delaware case was denied.

Recent Decisions Compared

This case should be compared with other recent Chancery cases involving competing forum clauses in a “primary” agreement and a conflicting forum clause in a related employment agreement. For example, in Masimo Corp. v Kiani, highlighted on these pages, the Court of Chancery in April of this year granted a motion to dismiss while enforcing a California forum selection clause, notwithstanding breach of fiduciary duty claims against a Delaware entity, based on the expansive scope of a forum clause in an employment agreement–and despite the name of the agreement, it triggered DGCL Section 122 (18) as a stockholder governance agreement.

A comparison should also be made with the determinative factual differences in a Chancery bench ruling in the matter styled: Mawson Infrastructure Grp., Inc. v. Mewawalla, which several months ago granted a motion to dismiss fiduciary duty claims against a Delaware director in favor of a Washington State forum selection clause in an employment agreement. Note that unlike the Masimo case, there was no forum clause in an agreement in Mawson requiring a Delaware forum (though there was a Delaware bylaw provision), and no issue in Mawson involving the forum clause in a governance document under DGCL § 122 (18).

Highlights

Back to the Kelly Roofing case. The court rejected the argument that language in the APA providing that suits arising out of the APA “may be instituted” in state or federal courts in Delaware was superseded by the following dispositive phrase in the same paragraph: “Each party irrevocably submits to the exclusive jurisdiction of such courts in any such action.” The court also reasoned that the plaintiffs did not waive that mandatory provision by filing a separate action in Florida to enforce a different agreement involving the employment of the president of the surviving company.

  • An important procedural note is the court’s observation that under Court of Chancery Rule 12(b)(3), when addressing a motion to dismiss, “The court is not shackled to the plaintiff’s complaint and is permitted to consider extrinsic evidence from the outset.” Footnote 1.
  • The specific language that may initially make a reasonable reader conclude that the forum provision was permissive was the language that any suit arising out of the APA “may be instituted” in Delaware—except that the provision continued in the same sentence to provide that “each party irrevocably submits to the exclusive jurisdiction of such courts . . ..” The court determined, in essence, that the later phrase made the forum provision mandatory.
  • The same provision also provided that the parties “unconditionally waive any objection to the laying of venue . . . in such courts . . .” and they also irrevocably agreed not to object to such Delaware courts being an inconvenient forum. The court reasoned that not regarding that wording as mandatory would make the language superfluous. Slip op. at 12-13.
  • By contrast, the employment agreement for the president of the surviving company included a permissive forum selection clause for suits to be filed in Florida.
  • Procedurally, the president, who was terminated not long after the closing on the sale of her company, filed suit in Florida based on the employment agreement. The buyers, the defendants in this Delaware case, also filed suit in Florida. The president, the plaintiff in this case, filed a motion to dismiss based on the forum clause in the APA being only permissive or otherwise waived by the defendants filing first in Florida.

Key Aspects of Court’s Reasoning

  • The court instructed that the first-filed McWane rule is dependent on the absence of a binding forum clause, and that when there is an enforceable forum clause, “a court should honor the parties’ contract and enforce the clause, even if, absent any forum selection clause, the McWane principle might otherwise require a different result.” Slip op. at 8.
  • The court explained that a permissive forum clause does not prohibit litigation elsewhere—but that a mandatory forum clause that contains clear language requires that “litigation will proceed exclusively in the designated forum.” Id. at 10.
  • The court cited to several decisions in other jurisdictions that interpreted an almost identical forum clause and reasoned that even though the phrase “may be instituted” appears at the beginning of the forum clause, the subsequent phrase in the same paragraph that the parties “irrevocably submit to the exclusive jurisdiction of such courts . . .” makes the provision mandatory. Slip op. at 11-12.
  • The court distinguished cases relied on by defendants that addressed apparently conflicting forum clauses. Footnotes 6-7.
  • Although the court recognized that a forum selection provision can be waived by filing suit in another state, in this case there was no waiver under the APA because the employment agreement expressly authorized suit to be filed in Florida under that agreement. Slip op. at 14.

This post was written by Chauna Abner, a corporate and commercial litigation partner at Lewis Brisbois.

The Delaware Court of Chancery recently dismissed a lawsuit by a Delaware corporation against its founder, former CEO, and former director that sought to invalidate the applicable employment agreement after the court found that the agreement’s forum selection clause required the action to be brought in California. See Masimo Corp. v. Kiani, C.A. No. 2024-1086-NAC (Del. Ch. Apr. 21, 2026); Cf. Mawson Infrastructure Grp., Inc. v. Mewawalla, C.A. No. 2025-0789-JTL, Transcript (Del. Ch. Feb. 13, 2026)(granting a motion to dismiss breach of fiduciary duty claims brought in Delaware against a former director and employee based on a Washington forum selection clause in an employment agreement between the parties, although the plaintiff’s claims were not asserted based on that agreement).

Key Facts

Masimo, a Delaware corporation, sued Joe Kiani in Delaware seeking to invalidate its employment agreement with Kiani based on alleged breaches of fiduciary duties by Kiani. The agreement provided that upon a “Qualifying Termination,” Kiani would receive a certain severance payment, any unvested stock options, and a certain “Special Payment” of restricted share units plus $35 million. The agreement defined “Qualifying Termination” as termination for “Good Reason.” In addition, the employment agreement contained a forum selection clause requiring any suit “arising out of or relating to” the agreement to be brought in California Superior Court, Orange County.

 After Masimo’s stockholders voted to remove Kiani from the Board of Directors, Kiani resigned as CEO stating that he did so for “Good Reason.” Kiana subsequently filed suit against Masimo in California seeking declarations that he resigned for Good Reason and is entitled to severance and the Special Payment.  

Masimo subsequently filed the instant action in Delaware seeking declarations invalidating the agreement’s provisions, invalidating the Special Payment, declaring waste, and alleging fiduciary breaches. Kiani moved to dismiss under Rule 12(b)(3), arguing that the agreement’s forum selection clause required that the litigation proceed in California.

Holding & Reasoning

          The Court of Chancery agreed and granted Kiani’s motion to dismiss, enforcing the agreement’s California forum selection clause. The Court held that Masimo’s claims “arise out of or relate to” the agreement and, therefore, must be litigated in California.

The Court reasoned that DGCL § 122(18) authorizes stockholder agreements to select non‑Delaware fora for internal affairs claims, notwithstanding § 141(a) and  excluding § 115, and that Section 122(18), effective August 1, 2024, abrogated the prior Independent‑Source Principle for stockholder agreements, such that fiduciary claims can be routed by contract. The Court found that the agreement qualified at least in part as a § 122(18) stockholder governance agreement, and was not solely an employment contract under DGCL § 122(5), since the agreement included matters of governance. Specifically, the agreement materially allocated governance power, including change‑in‑control triggers, supermajority for‑cause removal, and Chairman/lead‑director provisions.

          The Court further explained that under both California and Delaware law, “arising out of or relating to” is construed broadly, and found that Masimo conceded its claims would not exist absent the agreement. Accordingly, the Court concluded that the agreement’s forum selection clause compelled litigating Masimo’s claims against Kiani in California.

Practical Takeaways

  • Pursuant to DGCL § 122(18),  corporations can validly route internal affairs disputes to non‑Delaware fora, including through employment‑style agreements with controllers.
  • Agreements with governance features tied to board composition or control may be treated as DGCL§ 122(18) governance agreements even if styled as employment contracts.
  • Broad “arising out of or relating to” forum clauses will capture fiduciary duty and waste claims closely related to the agreement.

A recent Delaware Court of Chancery decision determined that the forum clause in the Tesla bylaws, after its redomestication in Texas, requiring derivative suits to be brought in Texas, would be upheld even though the lawsuits at issue were filed shortly before the Tesla shareholders approved the change and despite the suits being filed when the applicable Delaware bylaws required the forum to be Delaware.

In the matter styled In re Tesla, Inc. Derivative Litigation, Cons., C.A. No. 2024-0631-BWD (Del. Ch. April 13, 2026), the court discussed the established authority permitting forum clauses to be enforced even when adopted for a period of time after the lawsuits at issue were filed.

Brief Background

The derivative litigation at issue was filed at a time when the bylaws of Tesla designated Delaware as the exclusive forum for derivative litigation. After its redomestication, the new Tesla bylaws designated Texas as the exclusive forum for derivative litigation. The lawsuits involved were filed before Tesla’s new bylaws with a Texas forum clause, as approved by their stockholders, became effective.

Highlights of Court’s Analysis

The court recognized that there is precedent for courts to look to later points in time when determining venue, such as when a defendant appears or a time when a movant seeks transfer.

The court refused to second-guess Tesla stockholders’ chosen forum by purporting to weigh the advantages and disadvantages of Texas law and procedure relative to Delaware. The court emphasized that the owners of the corporation voted to require the derivative litigation be filed in a Texas forum and that, based on the present facts, it was not inequitable to enforce their decision.

Key Principles

  • The court recognized that the proper procedural rubric for addressing a motion to dismiss based on a forum selection clause is found in the improper venue provision of Rule 12(b)(3).
  • Forum selection provisions, including corporate bylaws, are presumptively valid and should be specifically enforced unless the resisting party “clearly shows that enforcement would be unreasonable and unjust or that the clause is invalid for such reasons as fraud and overreaching.” Slip op.at 9.
  • The court recited relevant authority recognizing that courts sometimes look to later points in time when determining venue. Slip op. at 13. The court also referred to other jurisdictions applying Delaware law to enforce forum selection clauses adopted after the derivative litigation was filed. Id.
  • The court relied on settled Delaware law that a forum selection bylaw may apply retroactively to cover claims arising from conduct that occurred prior to the adoption of the bylaws. Slip op. at 14.
  • The court explained that:

“a stockholder does not have a vested right to litigate in a particular forum, even for claims arising from past conduct, because the contractual relationship among the directors, officers, and stockholders formed within the statutory framework of the DGCL is, by design, flexible and subject to change in the manner that the DGCL spells out, and investors know about when they purchased stock in a Delaware corporation.”

Slip op. at 14.

  • The court further observed that: “a stockholder should hold the reasonable expectation that the board could adopt such a bylaw at any time, subject to an as-applied challenge.” Id.
  • The court rejected arguments that Section 266(a) of the DGCL was violated, in part because plaintiffs never had any vested rights or an obligation to litigate in a particular forum because as the court instructed: “Our corporate law has long rejected the so-called ‘vested rights’ doctrine, the notion that a corporation’s governing documents cannot be amended in a manner that diminishes or divests pre-existing stockholder rights.” Slip op. at 19.
  • The court also rejected a claim that DGCL Section 115 was violated. Section 115 deals with a prohibition against bylaws prohibiting the filing of internal corporate claims in Delaware, but the court reasoned that Section 115 does not apply in in this matter because the statute governs Delaware corporations and Tesla was not incorporated in Delaware when it adopted the Texas forum bylaw. Slip op. at 21.
  • Finally, the court also rejected the argument, based on the facts of this case, that the Texas bylaw was unreasonable or unjust based on a comparison of Texas and Delaware law because:

Courts are ill-equipped to quantify the cost and benefits of one state’s corporate governance regime over another’s, and attempting to do so risks intruding on the value judgments of state legislatures and directors, as well as stockholders.”

Slip op. at 24 (quoting Maffei v. Palkon, 339 A.3d 705, 743-44 (Del. 2025)). Some citations and quotes omitted.

A recent Delaware Court of Chancery decision awarded fees incurred to defend a lawsuit that was filed in a forum contrary to the forum selection clause of the parties’ agreement, as well as the fees incurred in connection with enforcing the forum selection clause. In Namdar v. Fried, C.A. No. 2024-0535-JTL (Del. Ch. June 6, 2025), the Court explained why it awarded damages for a breach of a forum selection clause.

Highlights

  • The opinion provides copious scholarly footnotes to support its reasoning, and followed the 1995 Delaware Supreme Court decision in El Paso. The Court observed that a Chancery decision just last year read El Paso to require a different result, although other Chancery decisions have followed El Paso to reach a conclusion similar to the instant ruling. See footnote 2-6 and accompanying text.
  • The basics of damages for breach of contract are addressed to support the reasoning in this case. Slip op. at 10-13.
  • The Court examined the Delaware Supreme Court precedent that buttresses damages for breach of a forum selection clause. Slip op. at 14-16.
  • The Court also explained why injunctive relief is not the only available remedy for breach of a forum selection clause, and provided a thorough analysis of why a long list of other defenses were rejected.
  • The Court also observed that it has the equitable flexibility to reject an award of fees when facts warranted such a result.  See Slip op. at 16-46.

Forum selection clauses have been the focus of many decision highlighted on these pages over the last 18 years. But a pending appeal before the en banc U.S. Court of Appeals for the Ninth Circuit may have an outsized impact on Delaware litigation regarding this issue. In a case involving the Gap, Inc., the federal appellate court will decide whether a forum selection clause can be enforced to require claims to be filed in the Delaware Court of Chancery that would otherwise be filed in Federal Court.

A Reuters article by Alison Frankel describes the somewhat complex and nuanced issue as follows:

… to summarize ruthlessly, the key question is whether companies can avert Exchange Act derivative suits via forum selection provisions mandating litigation in Delaware Chancery Court, which does not have jurisdiction to hear Exchange Act claims – or whether the Exchange Act’s anti-waiver provision precludes enforcement of such forum selection clauses because they require shareholders to surrender a substantive right.

One indication of the importance of the issue is that several prominent former members of the Delaware Court of Chancery and Delaware Supreme Court, including three former Chancellors, have made a submission to the Ninth Circuit to support the enforceability of the forum selection clause at issue–taking a position that is contrary to a holding by the U.S. Court of Appeals for the Seventh Circuit involving Boeing.

The submission to the Ninth Circuit by the former members of the Delaware judiciary includes the following points regarding the forum selection clause at issue:

(1) the remedies available in this derivative action are duplicative of the remedies available in Delaware derivative actions; (2) the federal derivative claim at issue in this litigation is contingent on Delaware law both for its existence and for the definition of its critical metes and bounds; (3) where a stockholder claims that a false or misleading disclosure impaired the stockholder’s right to cast an informed vote, that claim is direct,  not derivative; (4) Delaware General Corporate Law Section 115 is irrelevant to the validity of the forum selection provision at issue in this litigation; and (5) the forum selection provision at issue in this litigation is enforceable under Delaware law.

This issue deserves a comprehensive analysis and commentary in the style of a law review article. Many others have published their views, and I expect that there will be no shortage of articles about this case available online. Stay tuned.

Supplement: About two hours or so after I posted the above commentary, I was regaled by an email from Prof. Mohsen Manesh, who along with Prof. Joseph Grundfest submitted an Amicus Curiae brief to the Ninth Circuit in the above-referenced case, that the former Delaware judiciary members, referenced above, agreed with in their submission to the Ninth Circuit.

The good professor informed me that he and Prof. Grundfest already authored a forthcoming article on this topic, which addresses both the federal and Delaware law issues, and it’s available at the following link: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=4274616

 

A recent Chancery decision is notable for the following quote:  “A party cannot act intentionally to create harm, then invoke equity in relief of that harm.  If that is not a traditional equitable maxim, it should be.”  Pentwater Capital Management LP v. Kaz, C.A. No. 2021-1087-SG, Slip op. at 14 (Del. Ch. April 8, 2022).

The introductory sentence to this opinion is also noteworthy: “The power of the common-law courts is largely limited to awards of damages. Not so with this court of equity which in addition to damages may use its equitable puissance to order litigants to refrain from, and even to take, actions.”  Slip op. at 1. The court in this case largely refused to enforce a forum selection clause due to delay and other procedural infelicities by the moving party.  (Use of the word “puissance” should be noted.)

Countless highlights of decisions and commentary have been provided on these pages regarding forum selection clauses.  Adding to that scholarship is a recent law review article, unrelated to this case, entitled: John F. Coyle, Contractually Valid Forum Selection Clauses, 108 Iowa Law Review (2022 Forthcoming).

 

 

 

A recent Delaware Court of Chancery decision must be read by anyone interested in the latest iteration of Delaware law concerning when a non-signatory may be bound by a forum selection clause in an agreement. In Florida Chemical Company, LLC v. Flotek Industries, Inc., C.A. No. 2021-0288-JTL (Del. Ch. Aug. 17, 2021), the court provides the most thorough analysis of the titular topic that this reader is aware of, with scholarly insights and copious citations that explain the theoretical underpinnings that support a decision to bind a non-signatory to a forum selection clause, and the prerequisites for doing so.

The court granted an anti-suit injunction to prevent litigation from proceeding in Texas that was contrary to the forum selection clause to which the court found both a parent corporation and its wholly-owned subsidiary to be bound, based on the extensive reasoning provided in this opinion.

Issue Presented:

The issue presented in this decision was whether a non-signatory can be bound to a forum selection clause based on equitable estoppel or promissory estoppel. The court needed to determine whether the Flotek Sub was bound by the agreement signed by the Flotek Parent company before deciding if a particular issue was covered by the forum selection clause. The court conducted a claim-by-claim analysis to determine if the claims filed in another forum were covered by the forum selection clause at issue.

Key Facts:

The Flotek Parent in this case was a party to a Purchase Agreement with a Delaware forum selection clause. But the Flotek Subsidiary involved in this case was not a party to that agreement. Rather, the Flotek Sub was only a party to a separate Supply Agreement–that was referred to in the Purchase Agreement as an exhibit. The Purchase Agreement’s Delaware forum selection provision covered disputes related to other agreements such as the Supply Agreement. The supply agreement did not contain a forum selection provision.

Key Takeaways:

• It’s always useful to be reminded of the well-worn prerequisites for a preliminary injunction which the court provides at page 12.

• A reminder of basic Delaware contract interpretation principles is provided at pages 14-15.

• The court observes a truism of Delaware contract law that when more than one agreement is part of a unitary transaction, and when one contract is referred to in another, they are all interpreted as one contract. See Slip op. at 17-18. However, the court explained that this principle alone would not apply to require the claims of the Flotek Sub to be prosecuted in Delaware. See Slip op. at 32.

• The court restated a three-part test for determining when a non-signatory would be bound by a forum selection clause. See Slip op. at 33-48. The court modified the three-part test announced in the Chancery decision in Capital Group, 2004 WL 2521295, at *5. The first two parts of the test are as follows:

(i) the agreement contains a valid forum selection provision;

(ii) the non-signatory has a sufficiently close relationship to the agreement, either as an intended third-party beneficiary under the agreement or under principles of estoppel (such as equitable estoppel or promissory estoppel).

• The third element of the test described in the Capital Group case was the subject of extensive analysis and modification in this opinion.

• The court discussed the principles of estoppel that would bind a non-signatory to a forum selection clause: (i) a non-signatory accepted a direct benefit from the agreement; or (ii) a non-signatory had a close relationship to the agreement; a signatory to the agreement controlled the non-signatory; and the circumstances established that the signatory agreed to the forum selection provision on behalf of its controlled affiliate. Slip op. at 34. See also footnote 5. The court described the direct-benefit test as resting on principles of equitable estoppel, and the foreseeability test as introducing a measure of promissory estoppel. The court discussed at great length both the direct-benefit test and the foreseeability test. See Slip op. at 35-39.

• The third element in the Capital Group test, which the court modified, included the “same-agreement rule” that limited when a non-signatory would be bound, but that the Court of Chancery in this case decided not to follow.

• Among the extensive reasons given for not following that “same-agreement rule” in the third element of the Capital Group test are the following:

“That outcome [if the same-agreement rule applied] runs contrary to the underlying principles of estoppel that lead to the forum selection provision binding the non-signatory. When a non-signatory accepts a direct benefit under an agreement, principles of equitable estoppel demand that the non-signatory accept the burdens associated with that agreement, including a forum selection provision.”

Slip op. at 44.

• As applied to the facts of this case, the principles of estoppel called for enforcing the Delaware forum provision against the Flotek Sub. The Flotek Parent promised to litigate all claims arising out of or relating to the Supply Agreement in Delaware through the Delaware forum provision in the Purchase Agreement which encompassed related agreements among those claims that were within the forum selection provision. If the same-agreement rule were applied, it would permit the Flotek Parent to escape that promise.

• This decision interpreted the third element of the Capital Group test as asking whether the claims at issue fall within the plain language of a forum selection provision.

• This decision conducted a claim-by-claim analysis of the causes of action in a suit filed in Texas to determine whether they fell within the Delaware forum provision for purposes of an anti-suit injunction against the Flotek Parent. The court’s extensive reasoning explained why the Delaware forum selection provision also binds the Flotek Sub to the same degree as the Flotek Parent.

• The court’s holding also is based on the reasoning that it would allow parties to “enter into overarching forum selection provisions in a primary agreement without requiring that every controlled affiliate become a party to that agreement.”  The court further reasoned that the approach announced in this decision also promotes freedom of contract by enabling a controller to enter into an overarching forum selection provision and avoids the need for separate provisions in each agreement or the potentially cumbersome solution of having every controlled affiliate become a party to a primary agreement.

For the most recent iteration of Delaware law on the topic of forum non conveniens, as it has evolved over the last few years, careful readers should be aware of the recent Chancery decision in Sweeny v. RPD Holdings Group, LLC, C.A. No. 2020-0813-SG (Del. Ch. May 27, 2021). This decision is consistent with the latest developments in Delaware law regarding forum non conveniens, to the extent that “overwhelming hardship” need not be established by the defendant where, as in this matter, the plaintiff did not file suit first, and the cases in competing states are deemed to have been simultaneously filed. The shift towards a reduced importance of that “hardship criteria” developed after the Delaware Supreme Court’s 2014 opinion in the Martinez case, which was highlighted on these pages.

The opinion also features a reference to an unusual form of financing not essential to its conclusion, called the tontine, named after a 15th century Italian financier Lorenzo de Tonti.

One of the more quotable parts of this decision is that the court decided that it should not retain jurisdiction to apply New Jersey law because that would be “lane-hogging”, and that the court wanted to “stay in [its] lane.”

A recent decision by a Delaware Court of Chancery provides a useful reference for the prerequisites to obtain an injunction in Delaware to enjoin a party from pursuing claims in violation of an exclusive forum selection clause [in another jurisdiction]. In SPay, Inc. v. Stack Media Inc., C.A. No. 2020-0540-JRS (Del. Ch. March 23, 2021), the Delaware Court of Chancery described what one must establish before obtaining an anti-suit injunction based on a forum selection clause. See pages 5 and 6, and footnotes 11-15.

The court also described the elements for a claim of fraud in the inducement. See pages 9 and 10.

Also of note in this ruling is a basic principle of Delaware contract interpretation which requires a court to view a contract claim in the context of the whole relationship between the parties in order to “give sensible life” to the contract. See footnote 28 and related text.

Delaware will retain jurisdiction over a dissolution claim notwithstanding a mandatory New York forum selection clause, according to the recent Delaware Court of Chancery opinion in Seokoh, Inc. v. Lard-PT, LLC, C.A. No. 2020-0613-JRS (Del. Ch. March 30, 2021). This case involved the petition for dissolution of a Delaware LLC while litigation between the parties also was filed in New York. The LLC agreement had a deadlock provision but it was not effective for resolving the parties’ dispute. For example, there was no formula or deadline for a buyout.

Several important statements of Delaware law make this 45-page decision noteworthy (and blogworthy), as well as well-worth the time to read the whole opinion for those who need to know the latest iteration of Delaware law on the following topics:

  • Although Delaware courts generally enforce forum selection clauses, even when they require disputes to be litigated in a foreign forum–this is a notable exception: when a petition for dissolution of a Delaware LLC is filed pursuant to Section 18-802 of the Delaware LLC Act. See footnote 43. (The parties in this case agreed to the foregoing exception and the Court noted that they were correct in doing so.)
  • This opinion features a useful recitation of the factors the court will consider under Section 18-802 in order to determine if the statutory prerequisites for an LLC dissolution have been satisfied. See Slip op. at 24 to 27 and footnotes 119 to 128.

A recent blog post highlighted on these pages featured another Chancery decision addressing a deadlock in an LLC that formed the basis of a dissolution petition.