Salesforce sought to stay proceedings, citing a forum selection clause in its Master Subscription Agreement (MSA) requiring disputes to be resolved in Ontario courts under Ontario law.
Key Points:
Forum Selection Clause: Salesforce argued that the MSA, referenced in contracts signed by Cyclesmith, mandated Ontario as the exclusive forum.
Cyclesmith's Argument: The plaintiff argued against the enforcement of the clause, claiming lack of awareness and unfairness due to unequal bargaining power.
Court's Decision:
The court found the forum selection clause valid and enforceable, emphasizing that commercial parties are typically bound by their agreements unless exceptional circumstances exist.
Cyclesmith's claim of not reading or being unaware of the MSA was insufficient to invalidate the clause.
The inconvenience of litigating in Ontario, including higher legal costs, did not constitute "strong cause" to avoid the forum selection clause.
Outcome:
The court granted Salesforce's motion to stay the proceedings in Nova Scotia, affirming that Ontario courts have exclusive jurisdiction.
