Background:

• Parties: JLPM (a sole proprietorship owned by Dwight Anthony Jr.) entered a subcontract with Ferrovial Services Canada Limited (a large corporation).
• Contract: In 2019, JLPM agreed to maintain rest areas in Ontario under a seven-year subcontract. Ferrovial terminated the contract in 2021.
• Forum Selection Clause (FSC): The contract designated Travis County, Texas, as the venue for disputes. JLPM challenged this clause after initiating proceedings in Ontario.

Legal Issues:

1. Is the FSC operative post-termination?

   • The FSC survives termination unless explicitly excluded. The court upheld its applicability, referencing precedent indicating such clauses remain binding unless explicitly negated.

2. Is the FSC unconscionable?

   • JLPM's Argument: Inequality of bargaining power existed between a small business and a global corporation. The clause was part of a standard form contract.
   • Court's Finding: No unconscionability was found. JLPM had prior business experience, time to seek legal advice, and some negotiation over terms.

3. Is the FSC valid, clear, and enforceable?

   • The court affirmed the FSC’s clarity, concluding it was valid and enforceable.

4. Is there "strong cause" to override the FSC?

   • Factors analyzed:
     • Location of Evidence: Neutral due to remote trial capabilities.
     • Governing Law: Ontario law applied despite the FSC’s venue clause.
     • Connections: Both parties had significant ties to Ontario, outweighing Ferrovial’s Texas-based directors.
     • Procedural Advantage: No evidence that Ferrovial sought undue advantage.
     • Prejudice to JLPM: No definitive evidence of enforceability issues for a Texas judgment.
   • The court concluded that Ontario was the appropriate forum based on these factors.

Outcome: The motion to stay or dismiss the action in Ontario was denied. The Ontario court retained jurisdiction, deeming it the more convenient forum. No monetary award specified.