COURT OF APPEALS

DECISION

DATED AND FILED

November 3, 2020

Sheila T. Reiff

Clerk of Court of Appeals

NOTICE

This opinion is subject to further editing. If 

published, the official version will appear in 

the bound volume of the Official Reports. 

A party may file with the Supreme Court a 

petition to review an adverse decision by the 

Court of Appeals. See WIS. STAT. § 808.10 

and RULE 809.62. 

Appeal No. 2019AP2189 Cir. Ct. No. 2017CV30

STATE OF WISCONSIN IN COURT OF APPEALS

DISTRICT III

JONES SIGN CO., INC.,

 PLAINTIFF-RESPONDENT,

 V.

CONSENSUS CONSTRUCTION & CONSULTING, INC.,

 DEFENDANT-APPELLANT.

APPEAL from a judgment of the circuit court for Brown County: 

THOMAS J. WALSH, Judge. Reversed. 

Before Stark, P.J., Hruz and Seidl. 

Per curiam opinions may not be cited in any court of this state as precedent 

or authority, except for the limited purposes specified in WIS. STAT. RULE 809.23(3). 

¶1 PER CURIAM. Consensus Construction & Consulting, Inc., 

appeals a money judgment in favor of Jones Sign Co., Inc. Consensus asserts the 
No. 2019AP2189

2

circuit court erred by refusing to enforce a forum selection clause contained in the 

parties’ contract identifying the courts of South Carolina as the proper place to 

litigate disputes under the contract. We agree that the forum selection clause must 

be given effect and that Jones Sign’s complaint should have been dismissed. 

Accordingly, we reverse.

BACKGROUND

¶2 The material facts relevant to this appeal are undisputed. Consensus 

is a South Carolina corporation that contracted with Horry Georgetown Technical 

College (HGTC) to fabricate and install signage on HGTC’s campuses in South 

Carolina. Consensus entered into a subcontract with Jones Sign to fabricate and 

install certain signs. 

¶3 HGTC was dissatisfied with Jones Sign’s work and complained to 

Consensus. Jones Sign performed additional work, but Consensus withheld 

payment on the final invoice that Jones Sign had submitted. Ultimately, another

entity was hired to complete the work.1 The situation led to HGTC withholding 

payment to Consensus, a dispute that was ultimately resolved by the South 

Carolina State Fiscal Accountability Authority in Consensus’s favor. 

¶4 Jones Sign then filed the present action against Consensus in 

Wisconsin, seeking a money judgment in the amount withheld by Consensus.2 

Consensus filed a motion to dismiss, citing a lack of subject matter and personal 

 

1

 The parties disagree on whether Consensus terminated Jones Sign or Jones Sign 

“walked off” the project. This disagreement is immaterial to the basis for our decision.

2

 By an amended complaint, Jones Sign added a claim relating to additional costs for 

signs that were not included on the final invoice. 
No. 2019AP2189

3

jurisdiction and asserting that the subcontract required that all disputes involving 

that contract to be resolved by the courts of South Carolina. The circuit court 

denied the motion and resolved the merits of the suit through decisions in which it 

granted summary judgment to Jones Sign. The court denied Consensus’s motion 

for reconsideration and entered a judgment in favor of Jones Sign. Consensus now 

appeals.

DISCUSSION3

¶5 Consensus presents three threshold jurisdictional issues for our 

review. It argues the circuit court lacked authority to reach a judgment because it 

did not possess subject matter jurisdiction, it lacked personal jurisdiction over 

Consensus, and it was an improper forum in which to resolve the parties’ dispute. 

As explained below, we reject Consensus’s assertion that the court lacked subject 

matter jurisdiction and we assume without deciding that the court could exercise 

personal jurisdiction over Consensus. We conclude, however, that the court erred 

by not enforcing a valid, unambiguous forum selection clause contained in the 

parties’ contract. 

A. Subject Matter Jurisdiction

¶6 Consensus, in passing, makes references to the circuit court’s “lack 

of subject matter jurisdiction, and/or competency.” In Wisconsin, no circuit court 

is without subject matter jurisdiction to entertain actions of any nature whatsoever. 

 

3

 The parties’ briefs raise a multitude of issues that we need not address based on our 

conclusion that, as a matter of contract law, the proper forum state for this action is South 

Carolina. See Maryland Arms Ltd. P’ship v. Connell, 2010 WI 64, ¶48, 326 Wis. 2d 300, 786 

N.W.2d 15.
No. 2019AP2189

4

Village of Trempealeau v. Mikrut, 2004 WI 79, ¶8, 273 Wis. 2d 76, 681 N.W.2d 

190; see also WIS. STAT. § 801.04(1) (2017-18).4 A court may, however, lack 

competency to adjudicate a particular dispute based upon a failure to comply with 

statutory requirements pertaining to the exercise of jurisdiction. Mikrut, 273 

Wis. 2d 76, ¶9. Consensus provides no basis for a conclusion that the circuit court 

lacked competency in this case—other than its assertion that this suit was brought 

in the wrong forum, an argument that we address below. Accordingly, we 

conclude the circuit court possessed subject matter jurisdiction to hear this dispute. 

B. Personal Jurisdiction

¶7 Personal jurisdiction over a party is required by WIS. STAT.

§ 801.04(2), which provides that judgment may be entered against a particular 

person only if one or more of the jurisdictional grounds set forth in WIS. STAT.

§ 801.05 are established. If the statutory requirements are satisfied, the court must 

then consider whether the exercise of jurisdiction comports with due process 

requirements. Kopke v. A. Hartrodt S.R.L., 2001 WI 99, ¶8, 245 Wis. 2d 396, 629 

N.W.2d 662. 

¶8 Here, the circuit court concluded that personal jurisdiction was 

appropriate under WIS. STAT. § 801.05(5)(a) and (b). Subsection (5)(a) confers

personal jurisdiction when, as relevant here, the suit “[a]rises out of a promise, 

made anywhere to the plaintiff ... by the defendant ... to pay for services to be 

performed in this state by the plaintiff.” Subsection (5)(b) confers personal 

jurisdiction if the action “[a]rises out of ... services actually performed for the 

 

4

 All references to the Wisconsin Statutes are to the 2017-18 version unless otherwise 

noted.
No. 2019AP2189

5

defendant by the plaintiff within this state if such performance within this state 

was authorized or ratified by the defendant.”

¶9 Consensus argues these provisions do not confer personal 

jurisdiction because the only service arguably promised or performed by 

Jones Sign in Wisconsin was sign fabrication. Additionally, Consensus asserts 

this fact was established only through the affidavit of Jones Sign’s counsel, who 

lacked personal knowledge of the matter. Finally, Consensus argues that even if 

there was a statutory basis for personal jurisdiction, it lacked sufficient contacts 

with Wisconsin to subject it to suit here as a matter of due process. 

¶10 We assume without deciding that the exercise of personal 

jurisdiction over Consensus satisfied both the statutory and due process standards. 

We make this assumption because a much narrower issue resolves this appeal—

namely, the specific contract between the parties here designates South Carolina as 

the forum state in which actions must be brought. “[W]e decide cases on the 

narrowest possible grounds.” Patrick Fur Farm, Inc. v. United Vaccines, Inc., 

2005 WI App 190, ¶8 n.1, 286 Wis. 2d 774, 703 N.W.2d 707.

C. Choice of Forum

¶11 Although a plaintiff’s choice of the forum is generally entitled to 

great weight, such “favoring” of the plaintiff’s choice does not apply if the forum 

is selected as a matter of contract. Converting/Biophile Labs., Inc. v. Ludlow 

Composites Corp., 2006 WI App 187, ¶¶21-22, 296 Wis. 2d 273, 722 N.W.2d 

633. A contract’s forum selection clause is presumptively valid in Wisconsin and 

will be enforced unless it is demonstrated to be unconscionable or a violation of a 

public policy. Id., ¶22. The contractual language must clearly indicate the 
No. 2019AP2189

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parties’ intention to waive jurisdiction in other appropriate forums in favor of the 

forum the parties have chosen. Id., ¶23. 

¶12 The subcontract here has two provisions regarding the proper forum 

for resolving disputes, with the applicable provision depending on whether the 

dispute concerns the “correlative rights and duties of [the] Owner.” The parties 

appear to agree that the only potentially applicable provision is the one not 

implicating HGTC’s rights and duties. That provisions states:

If a dispute should arise between Contractor and 

Subcontractor under or relating to the Subcontract, or the 

breach thereof, which does not involve the correlative 

rights and duties of Owner and is not, therefore, controlled 

by the foregoing provision, then either party may seek 

redress of its grievances as to such disputes at law or in 

equity in a court of competent jurisdiction located in the 

State in which the Project is located.

The “Project” is defined as “HGTC Exterior Signage – Grand Strand and 

Georgetown Campuses,” and it is undisputed that the “Project” is located in South 

Carolina. 

¶13 The parties disagree about the meaning of the foregoing forum 

selection clause. Consensus argues it means that any suits concerning the meaning 

of the subcontract or a breach of its provisions must be brought in South Carolina. 

Jones Sign, apparently emphasizing the provision’s use of the word “may,” argues 

the clause is “permissive” and allows such suits to be brought anywhere 

jurisdiction would be appropriate, including South Carolina. 
No. 2019AP2189

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¶14 To resolve this disagreement, we must interpret the contract.5 We 

give contract language its plain or ordinary meaning. Tufail v. Midwest Hosp., 

LLC, 2013 WI 62, ¶28, 348 Wis. 2d 631, 833 N.W.2d 586. “Where the terms of 

the contract are clear and unambiguous, we construe the contract according to its 

literal terms.” Id., ¶26. Conversely, when a contract is ambiguous, extrinsic 

evidence concerning the parties’ intent may be used to discern meaning. Id., ¶27. 

A contract is ambiguous if it is susceptible to more than one reasonable 

interpretation. Id.

¶15 We conclude the contract here is unambiguous, and it requires that 

any lawsuit relating to the subcontract or a breach thereof must be litigated in 

South Carolina. “May,” as used in this context, refers to a party’s decision to 

“seek redress of its grievances”; in other words, a party need not litigate a dispute 

concerning the subcontract, but it if it does litigate, it must do so in a “court of 

competent jurisdiction” in South Carolina. Contrary to Jones Sign’s reading of the 

choice of forum provision, resort to the jurisdiction of the South Carolina courts is 

not optional. The contract is a sufficiently clear statement of the parties’ intent to 

vest the courts of South Carolina with exclusive jurisdiction to entertain an action 

relating to the subcontract. Accordingly, the circuit court erred when it failed to 

give the forum selection clause effect. 

 

5

 The subcontract contains a choice of law provision that requires application of South 

Carolina law to “matters relating to the validity, performance, or interpretation” of the 

subcontract. Neither party asserts South Carolina law materially differs from Wisconsin’s as 

relevant to our exercise of contract interpretation.
No. 2019AP2189

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By the Court.—Judgment reversed.

This opinion will not be published. See WIS. STAT. RULE 

809.23(1)(b)5.