In the 

United States Court of Appeals

For the Seventh Circuit ____________________ 

No. 21-2501 

IAC/INTERACTIVECORP, et al., 

Plaintiffs-Appellants, 

v.

ADAM ROSTON,

Defendant-Appellee. 

____________________ 

Appeal from the United States District Court for the

Northern District of Illinois, Eastern Division.

No. 1:20-cv-3440 — Sharon Johnson Coleman, Judge. 

____________________ 

ARGUED JANUARY 11, 2022 — DECIDED AUGUST 11, 2022 

____________________ 

Before EASTERBROOK, SCUDDER, and KIRSCH, Circuit Judges. 

KIRSCH, Circuit Judge. After IAC Publishing signed an Employment Agreement with Adam Roston making him its 

CEO, the relationship soured. Roston sparred with his employer about the value of his stock appreciation rights. He 

soon moved to become CEO of Bluecrew, another affiliate of 

IAC Publishing’s parent company, IAC/InterActiveCorp, but 

the employment relationship continued to deteriorate until 

Roston was terminated. His former employers later 
2 No. 21-2501 

discovered that Roston had retained a company laptop, documents, and confidential data. IAC/InterActiveCorp, IAC 

Publishing, and Bluecrew (collectively “the Companies”) 

brought a complaint in federal court in Illinois, seeking declaratory, monetary, and injunctive relief. First, IAC/InterActiveCorp and IAC Publishing sought relief declaring Roston 

was not entitled to more payments based on the stock appreciation rights Roston received from the plaintiffs. Second, 

IAC/InterActiveCorp and Bluecrew sought relief declaring 

that Roston was not wrongfully terminated. And third, all 

three plaintiffs brought claims under state and federal law 

that Roston had violated his contractual obligations by failing 

to return a laptop, company documents, and confidential data 

after his termination.

But in the very same contract under which the Companies

sought relief lurks a mandatory forum selection clause, designating certain California courts as the exclusive venues for litigation. The district court was right to apply the forum non 

conveniens doctrine as it did and did not abuse its discretion 

in dismissing the complaint on that ground. We affirm.

I 

A 

The fraught employment relationship at the heart of this 

case began in 2011, when Roston joined IAC/InterActiveCorp 

(“IAC”), a Delaware corporation headquartered in New York. 

Five years later Roston became the CEO of IAC Publishing, a 

subsidiary of IAC in Oakland, California. Pursuant to that 

new position and IAC’s 2016 Incentive Plan, Roston was 

awarded three and a half million stock appreciation rights 

(“SARs”), a form of equity-based compensation. Roston had 
No. 21-2501 3 

a right to exercise his vested SARs at their specified price and 

benefit from any positive difference between the fair market 

value (“FMV”) of the common stock—determined by IAC 

Publishing’s Board of Managers—and the specified exercise 

price. He received four FMV determinations during his tenure at IAC Publishing and challenged all four. In that same 

period, Roston also became a board member of IAC’s subsidiary Bluecrew, an online staffing company incorporated in 

Delaware and headquartered in Chicago, Illinois.

One year after he became CEO of IAC Publishing, Roston 

signed an Employment Agreement (“Agreement”), effective 

July 1, 2016. Roston agreed to various obligations in handling 

confidential information, including trade secrets, data, information, and computer records. The Agreement also has multiple paragraphs dealing with termination, such as what qualifies as “for cause” and what SARs Roston would have a right

to exercise after he left the company. And although the Agreement was originally between Roston and IAC Publishing, the 

latter could “allow any of its obligations to be fulfilled by, or 

take actions through, any affiliate of the Company ... and in 

the event of any such assignment ... all references to the 

‘Company’ shall refer to Company’s assignee or successor 

hereunder.” Each of those provisions matters, but at this 

case’s core is the precise interpretation and application of various phrases within this paragraph: 

This Agreement and the legal relations thus created between the parties hereto (including, 

without limitation, any dispute arising out of or

related to this Agreement) shall be governed by 

and construed under and in accordance with 

the internal laws of the State of California 
4 No. 21-2501 

without reference to its principles of conflicts of 

laws. Any such dispute will be heard and determined before an appropriate federal court located in the State of California in Alameda 

County, or, if not maintainable therein, then in 

an appropriate California state court located in 

Alameda County, and each party hereto submits itself and its property to the non-exclusive 

jurisdiction of the foregoing courts with respect 

to such disputes.

IAC Publishing was laterrestructured, and Roston became

CEO of Bluecrew in February 2019. Bluecrew equipped Roston with a MacBook Pro, on which Roston kept Bluecrew documents. Roston also had documents and data from his time at 

IAC and IAC Publishing, accumulated since 2011. These were 

stored in a personal Dropbox folder. The new position lasted 

barely over a year before Roston was informed of his termination and presented with a draft separation letter from IAC’s 

general counsel. After his termination, Roston retained the 

MacBook and Dropbox documents and provided them to his 

attorneys. The plaintiffs learned of this in 2021 and made repeated demands that Roston return the items.

B 

After Roston’s termination but before discovery of his retention of the laptop and documents, IAC and IAC Publishing

filed a one-count complaint in federal court in the Northern 

District of Illinois on June 12, 2020. The two plaintiff companies sought declaratory relief relating to any dispute over the 

valuation of Roston’s SARs. Meanwhile, Roston sued in Alameda County Superior Court in California concerning the 

same and adding claims of wrongful termination.
No. 21-2501 5 

Learning of the laptop, documents, and data and made 

aware of a possible wrongful termination claim, the plaintiffs

amended their complaint in the district court in Illinois. The 

operative complaint added eight new counts—for a total of 

nine—and added Bluecrew as a third plaintiff. Roston moved 

to dismiss the complaint based on the forum non conveniens 

doctrine, alleging the proper venue to be in California. The 

district court agreed, finding that the Agreement’s forum selection clause was mandatory and applied to Bluecrew and 

the complaint’s claims. The district court thus considered

only the public interest factors in its forum non conveniens 

analysis. Having concluded that the balance of factors favored California and that Illinois was not the proper forum, 

the district court dismissed the Companies’ complaint.

II

The Companies appeal the dismissal by challenging the 

district court’s premises about the application of the forum 

selection clause. The clause, the Companies first argue, does 

not apply at all because the Agreement itself is no longer in 

force, and, even if it were, the complaint’s claims are outside 

the forum selection clause’s scope. And the clause is a permissive, not mandatory, forum selection clause. Following from 

that, the Companies conclude that the district court misapplied the forum non conveniens analysis by ignoring their

preferred forum and the private interest factors and by misbalancing the public interest factors.

A 

Before we review the district court’s forum non conveniens analysis, we address the threshold arguments about 

whether the forum selection clause applies to the claims in the 
6 No. 21-2501 

complaint and whether the clause is mandatory or permissive. We review questions of contract interpretation de novo, 

Soarus LLC v. Bolson Materials Int’l Corp., 905 F.3d 1009, 1011 

(7th Cir. 2018), including the enforceability of forum selection 

clauses, Jackson v. Payday Fin., LLC, 764 F.3d 765, 773 (7th Cir. 

2014). We apply federal law—not California law—as the substantive law governing the validity of this forum selection 

clause because both parties briefed this case on the assumption we would. See Adams v. Raintree Vacation Exch., LLC, 702 

F.3d 436, 438 (7th Cir. 2012) (“[N]either side has asked either 

the district judge or us to apply Mexican law to the clause; 

their debate over its enforceability is framed entirely as a dispute about American law, and so the issue of the applicable 

law has been waived.”). 

1 

The Companies first argue that the forum selection clause 

simply does not apply to Roston’s employment at Bluecrew. 

In other words, the Agreement—and its forum selection 

clause—expired. But this runs into a basic problem: Their 

complaint invokes the Agreement and seeks relief under it. 

We hold that when plaintiffs pursue claims and relief that 

arise out of or relate to a contract, they will be bound by that 

contract’s forum selection clause governing disputes that 

arise out of or relate to the contract. Because all the Companies’ claims are within the scope of the forum selection clause, 

we do not need to wade into the war of inferences waged by 

the parties about whether the Agreement was still in force. 

The three plaintiffs will be bound by the clause because they 

have sued under the clause’s contract.
No. 21-2501 7 

This approach follows other legal approaches and reason. 

The Supreme Court “presume[s] as a matter of contract interpretation that ... parties d[o] not intend a pivotal dispute resolution provision [such as an arbitration clause] to terminate 

for all purposes upon the expiration of [an] agreement.” Litton 

Fin. Printing Div., a Div. of Litton Bus. Sys., Inc. v. NLRB, 501 

U.S. 190, 208 (1991). Considering that arbitration clauses “are 

a species of forum selection clause,” Auto. Mechanics Loc. 701 

Welfare & Pension Funds v. Vanguard Car Rental USA, Inc., 502 

F.3d 740, 746 (7th Cir. 2007), we have no problem applying 

Litton’s arbitration principles to forum selection more generally. See Hetronic Int’l, Inc. v. Hetronic Germany GmbH, 10 F.4th 

1016, 1029 n.2 (10th Cir. 2021) (doing just that); see also Omron 

Healthcare, Inc. v. Maclaren Exports Ltd., 28 F.3d 600, 603 (7th 

Cir. 1994) (borrowing a principle about the scope of arbitration clauses and applying it in the forum selection context). A 

forum selection clause in a putatively expired contract should

still be enforced if the plaintiff brings claims within the 

clause’s scope. See, e.g., U.S. Smoke & Fire Curtain, LLC v. Bradley Lomas Electrolok, Ltd., 612 F. App’x 671, 672–73 (4th Cir. 

2015) (finding expired contract’s forum selection clause to apply to claims within its scope). Reason demands that a plaintiff cannot disavow a forum selection clause as expired and 

then in the same complaint-breath make claims under the 

contract containing the clause.

And so here. If the Companies were treating the Agreement as legally viable and binding as it concerned their

claims, it makes no sense to allow them to declare the forum 

selection clause in the very same Agreement dead. Still, only

disputes “arising out of or related to this Agreement” are subject to the forum selection clause. We must therefore 
8 No. 21-2501 

determine whether the complaint’s claims fall within the ambit of the forum selection clause.

The wording “arising out of or related to this Agreement” 

is quite broad. See Abbott Lab’ys v. Takeda Pharm. Co., 476 F.3d 

421, 422, 424 (7th Cir. 2007) (forum selection clause applying

“in the event of a dispute ... arising from, concerning or in 

any way related to this Agreement” was “about as broadly 

worded as could be imagined”). Broad forum selection 

clauses like this apply to the litigation of disputes concerning

the contract, not just the litigation of claims arising out of the 

contract. See id. at 424; Am. Patriot Ins. Agency, Inc. v. Mutual 

Risk Mgmt., Ltd., 364 F.3d 884, 889 (7th Cir. 2004). And when 

resolving disputes arguably depends on the construction of 

an agreement, those disputes “arise out of” that agreement. 

Omron, 28 F.3d at 603. Still, we do not construe such language 

so broadly as to encompass all disputes that would not have 

arisen but for the existence of an agreement. Id. at 602. A 

march through the complaint will show that every claim—

about the SARs, wrongful termination, laptop, documents, 

and confidential data—is covered by the Agreement’s forum 

selection clause.

Count One, brought by IAC and IAC Publishing, demanded a declaration that Roston was not entitled to more 

payments from the two companies based on alleged undervaluation of the FMV of IAC Publishing’s stock, resulting in 

lowered SARs awards for Roston. On appeal, the Companies 

argue that disputes about SARs do not arise under the Agreement, because the SARs were awarded to Roston under a separate 2016 Incentive Plan contract before the Agreement was 

executed. It may be true that the SARs obligations were originally created by the Incentive Plan. But the life of Roston’s 
No. 21-2501 9 

SARs did not end with the Incentive Plan. The Agreement has 

multiple provisions discussing how the parties would deal 

with Roston’s SARs upon termination or other separation in 

the contract’s Standard Terms and Conditions. So disputes 

over Roston’s SARs relate to the Agreement regardless of the 

SARs’ birthplace.

Count Two, also a declaratory judgment count, was 

brought by IAC and Bluecrew to pronounce both not liable 

for any claim related to Roston’s termination. The question for 

this count is whether a wrongful termination claim by Roston 

would arise out of the Agreement. To decide wrongful termination on the merits, a court would need to first determine 

whether the contract extended to Roston’s employment at 

Bluecrew. That is a question that can be answered only by interpreting the Agreement itself. The Companies’ own appellate arguments bear this out. To define the nature of Roston’s 

employment, they tell us to enforce the plain meaning of the 

Agreement. The Companies’ lead argument in their brief is 

that the Agreement on its face states it did not extend to Roston’s employment at Bluecrew. We do not, the Companies insist, need to consider anything past the plain language of the 

Agreement in deciding whether it applied to Roston’s employment at Bluecrew. And the parties spar about the assignment clause’s potential extension to Bluecrew, another question of contract interpretation. Last, the Agreement contains a 

paragraph on termination for cause in Section 1 of the Standard Terms and Conditions. Whether Roston gave his employer cause to terminate under this section is, again, a question of contract interpretation. So to adjudicate a wrongful termination suit by Roston against Bluecrew and IAC, a court 

would need to (1) interpret the Agreement to determine 

whether it applied to the Bluecrew-Roston relationship and 
10 No. 21-2501 

(2) interpret the Agreement to determine whether Roston was 

wrongfully terminated under the contract. Since both contract 

interpretation questions are sine qua nons of a wrongful termination merits determination, this dispute arises under the 

Agreement. See Omron, 28 F.3d at 603. 

The latter seven counts of the complaint—claims for 

breach of contract, conversion, violations of the federal Computer Fraud and Abuse Act and Defend Trade Secrets Act, violation of the Illinois Trade Secrets Act, replevin, and detinue—were based on Roston’s allegedly wrongful retention of 

the laptop, documents, and data, which all three plaintiffs 

contended violated the Agreement. As the complaint also 

points out, the Agreement explicitly discusses Roston’s obligations about confidential information, which include the laptop, documents, and data. The complaint is littered with language illustrating that these counts relate to the Agreement: 

Count Three, Breach of Contract (“By their express terms, 

Roston’s obligations were continuing in nature, and survived 

both the expiration of the agreements and the termination of 

his employment”); Count Six, Violation of the Federal Defend 

Trade Secrets Act and Count Seven, Misappropriation under 

the Illinois Trade Secrets Act (“As a condition of his employment, Roston agreed to and acknowledged a number of written terms and policies that include[d] several restrictive covenants concerning Plaintiffs’ trade secrets and confidential information”); Count Eight, Replevin (“Roston took the laptop 

computer, documents, and data in violation of his contractual 

obligations to Plaintiffs”); and Count Nine, Detinue (Roston 

“took the laptop computer—as well as Plaintiffs’ documents 

and data contained on the laptop computer and in a Dropbox 

folder to which Roston had access—instead of returning 

them, as he was required to do, in violation of his contractual 
No. 21-2501 11 

obligations to Plaintiffs”). And the relief requested was orders 

“requiring Roston to return the Bluecrew-issued laptop and 

all other proprietary and confidential company materials, as 

required by his employment contract” and “requiring Roston 

to disclose his credentials for the Dropbox folder containing 

Plaintiffs’ confidential documents and data, pursuant to ... his

employment agreement.” 

The complaint cannot be clearer: “Roston’s failure to return the laptop and the company documents and data in the 

Dropbox violated ... his contractual obligations.” Obviously, 

the complaint’s disputes about these items arise out of the 

very contract allegedly violated by Roston. That the claims are 

tort or statutory in nature does not matter, because they are 

about Roston’s alleged violations of his contractual obligations under the Agreement. See Ginter ex rel. Ballard v. Belcher, 

Prendergast & Laporte, 536 F.3d 439, 445 (5th Cir. 2008) 

(“Though their causes of action sound in tort, the Ginters are 

complaining about the failure of Belcher to fulfill his contractual obligations.”).

2 

Bluecrew, too, is bound alongside the other two companies by the Agreement’s forum selection clause, regardless of 

whether it is a signatory or party to the Agreement. It joins the 

other plaintiffs in seeking relief under the Agreement, and all 

claims in the complaint brought by Bluecrew are covered by 

the scope of the Agreement’s forum selection clause. It is seeking to benefit from the Agreement. We join the Third Circuit 

in making the noncontroversial conclusion that a nonsignatory (as well as a signatory) plaintiff pursuing a claim within 

the scope of a contract’s forum selection clause will be bound 

by that clause. See In re McGraw-Hill Glob. Educ. Holdings LLC, 
12 No. 21-2501 

909 F.3d 48, 70 (3d Cir. 2018) (“[A]n eyes-wide-open plaintiff—one who gets the benefit of the parties’ bargain and has 

the corresponding right to sue—would be bound by the terms 

of the forum selection clause just as the signatories would 

be.”). And, again, our approach in the arbitration context already deals with this the same way. See A.D. v. Credit One 

Bank, N.A., 885 F.3d 1054, 1064 (7th Cir. 2018) (a nonsignatory 

plaintiff is bound by arbitration clause when the plaintiff’s 

case centers on its asserted rights under the contract containing the arbitration clause); see also Hellenic Inv. Fund, Inc. v. 

Det Norske Veritas, 464 F.3d 514, 518–20 (5th Cir. 2006) (analogizing to arbitration estoppel principles to bind a nonsignatory to a forum selection clause). 

3 

Whether the forum selection clause is mandatory or permissive shapes our review of the district court’s forum non 

conveniens analysis, so we turn there next. “[J]urisdiction, 

venue, and forum clauses can be mandatory (exclusive) or 

permissive (nonexclusive).” Kochert v. Adagen Med. Int'l, Inc., 

491 F.3d 674, 679 n.2 (7th Cir. 2007). Our federal contract “law 

is clear: where venue is specified with mandatory or obligatory language, the clause will be enforced; where only jurisdiction is specified, the clause will generally not be enforced 

unless there is some further language indicating the parties’ 

intent to make venue exclusive.” Paper Exp., Ltd. v. Pfankuch 

Maschinen GmbH, 972 F.2d 753, 757 (7th Cir. 1992) (citing 

Docksider, Ltd. v. Sea Tech., Ltd., 875 F.2d 762, 764 (9th Cir. 

1989)). The central inquiry, then, is whether a clause is merely 

a party’s consent to a court’s jurisdiction—constituting a permissive forum selection clause—or whether the clause has 

mandatory language specifying that disputes under the 
No. 21-2501 13 

contract “shall” or “will” be litigated in a specific venue or 

forum. See, e.g., id. at 755 (“In all disputes arising out of the 

contractual relationship, the action shall be filed in the court 

which has jurisdiction for the principal place of business of 

the supplier” was mandatory language); Muzumdar v. Wellness Int’l Network, Ltd., 438 F.3d 759, 762 (7th Cir. 2006) (“Jurisdiction and venue over any disputes arising out of this 

agreement shall be proper only in the federal or state courts 

in Dallas County, Texas” was mandatory language).

The Agreement’s forum selection clause is mandatory. It 

requires that any dispute arising out of or related to the 

Agreement “will be heard and determined before an appropriate federal court located in the State of California in Alameda County, or, if not maintainable therein, then in an appropriate California state court located in Alameda County.”

That’s the exact type of forum selection clause we have found 

to be mandatory. The venue and forum are specified (both 

federal and state courts in a specific California county) with 

mandatory language (“will be heard”). See Bryan A. Garner,

The Redbook: A Manual on Legal Style 562 § 27.3(b) (4th ed. 

2018) (mandatory contractual duties generally “are well expressed with will”).

Unable to assault the plain language of the clause choosing courts in California as the exclusive forum, the Companies 

try to muddle the mandatory nature of the forum selection 

clause via the Agreement’s consent to jurisdiction clause, 

which reads: “[E]ach party hereto submits itself and its property to the non-exclusive jurisdiction of the foregoing courts 

with respect to such disputes.” The courts are federal or state 

courts in California’s Alameda County. The Companies’ syllogism is simple: The plain language of “non-exclusive 
14 No. 21-2501 

jurisdiction” means this is a consent to jurisdiction clause; 

consent to jurisdiction clauses amount to permissive forum 

selection clauses; therefore the Agreement has a permissive 

forum selection clause.

But this glosses over that mandatory venue language can 

make forum selection mandatory regardless of additional

permissive jurisdiction language. The Ninth Circuit explained 

this while applying federal law to a contract stating both that 

each party “consents to the jurisdiction of the courts of the 

State of Virginia[]” and that “[v]enue of any action brought 

hereunder shall be deemed to be in Gloucester County, Virginia.” Docksider, 875 F.2d at 763. Rejecting an argument that 

the whole provision was merely a consent to the jurisdiction 

of any court in Virginia, the Ninth Circuit held: 

Docksider not only consented to the jurisdiction 

of the state courts of Virginia, but further agreed 

by mandatory language that the venue for all 

actions arising out of the license agreement 

would be Gloucester County, Virginia. This 

mandatory language makes clear that venue, 

the place of suit, lies exclusively in the designated county. Thus, whether or not several 

states might otherwise have jurisdiction over actions stemming from the agreement, all actions 

must be filed and prosecuted in Virginia.

Id. at 764. Docksider’s reasoning is sound, which is why we’ve 

cited that case favorably, see Paper Exp., 972 F.2d at 757, and 

adhered to the same approach. In Muzumdar, we determined 

that agreed-upon language submitting distributors to the 

“non-exclusive jurisdiction of any arbitration panel convened, 

or a court of competent jurisdiction in Dallas, Dallas County, 
No. 21-2501 15 

Texas” did not defeat the distribution contract’s mandatory 

language establishing venue in federal or state courts in the 

same county. 438 F.3d at 761. Using Docksider’s reasoning, we 

refused to “find that a provision which requires appellants to 

submit to the ‘non-exclusive’ jurisdiction of Texas courts 

somehow undermines a very strongly worded forum selection clause containing mandatory language.” Id. at 762. In our 

circuit the principle is clear: If a contract has both mandatory 

venue and forum language and permissive jurisdiction language, the separate permissive consent to jurisdiction clause

does not defeat the mandatory forum selection clause.

That’s precisely what’s going on in the Agreement. The 

contract has a choice of law clause (“shall be governed by and 

construed under and in accordance with the internal laws of 

the State of California”), a choice of venue and forum clause 

(“will be heard and determined before an appropriate federal 

court located in the State of California in Alameda County, or, 

if not maintainable therein, then in an appropriate California 

state court located in Alameda County”), and a consent to jurisdiction clause (“each party hereto submits itself and its 

property to the non-exclusive jurisdiction of the foregoing 

courts”). Each clause has its own requirements independent 

of the other clauses. The clause choosing California courts has 

mandatory venue language, making the forum selection mandatory. The clause about jurisdiction, while permissive, is 

separate. The Agreement means that many courts (perhaps all 

American courts) may have proper personal jurisdiction over 

the parties, but only a few of those (California state and federal courts in Alameda County) are the proper venue for disputes. 
16 No. 21-2501 

B 

Satisfied that a mandatory forum selection clause governs

all the complaint’s claims, we easily conclude that the district 

court did not err in dismissing the case under the forum non 

conveniens doctrine, “the appropriate way to enforce a forum-selection clause pointing to a state,” Atl. Marine Const. 

Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 60 (2013).

We review a district court’s forum non conveniens dismissal

for abuse of discretion—failing to consider the relevant public 

and private interest factors or unreasonable balancing of

them. Kamel v. Hill-Rom Co., 108 F.3d 799, 802 (7th Cir. 1997).

Errors of law or fact may also warrant reversal. Abad v. Bayer 

Corp., 563 F.3d 663, 665 (7th Cir. 2009). The complaint’s factual 

allegations we take as true. Deb v. SIRVA, Inc., 832 F.3d 800, 

804 (7th Cir. 2016).

When applying forum non conveniens, district courts 

must engage in a two-step inquiry, determining (1) whether 

there is an available adequate alternative forum and (2) 

whether adjudication in that forum best serves the convenience of the parties and the interests of justice. Stroitelstvo Bulgaria Ltd. v. Bulgarian–Am. Enter. Fund, 589 F.3d 417, 421 (7th 

Cir. 2009). Usually, this second step includes considering a 

plaintiff’s preference in forum as well as both private and 

public interest factors. But because the Agreement’s forum selection clause is mandatory, the Supreme Court has narrowed 

our review. The Companies’ preferred forum gets no weight, 

and the district court only needed to evaluate the public interest factors. See Atl. Marine, 571 U.S. at 63–64. The public 

interest factors still include the administrative difficulties 

stemming from court congestion; the local interest in having 

localized disputes decided at home; the interest in having the 
No. 21-2501 17 

trial of a diversity case in a forum at home with the law that 

must govern the action; the avoidance of unnecessary problems in conflicts of laws or in the application of foreign law; 

and the unfairness of burdening citizens in an unrelated forum with jury duty. Clerides v. Boeing Co., 534 F.3d 623, 628 

(7th Cir. 2008). 

Our review, narrowed by Atlantic Marine, finds no abuse 

of discretion. No one questions that California is an adequate 

and available alternative forum (indeed, the Companies have 

filed a cross-complaint against Roston in the California Superior Court parallel litigation, Roston v. Ask Media Grp., LLC et 

al., No. RG20064980 (Cal. Super. Ct. Alameda Cty., filed June 

17, 2020)). Rather, the Companies’ arguments are that the district court failed to give weight to their chosen forum, ignored 

the private interest factors, and misapplied the public interest 

factors. Given the clause’s mandatory nature, Atlantic Marine

dooms the first two arguments, premised as both are on the 

forum selection clause’s being permissive. The district court 

had no duty to consider the plaintiffs’ preferred forum or the 

private interest factors.

And the district court balanced the relevant public interest

factors reasonably. It noted little local Illinois interest because 

of the laptop and data’s connection to the plaintiffs in both 

New York and California. California law governs disputes 

under the Agreement, and Delaware law likely governs the 

valuation dispute, so Illinois citizens would be burdened in 

having to learn that relevant law. California is a more natural 

home for the governing law. And while administrative concerns might be a wash between the two forums, the district 

court concluded that the weight of the factors favored dismissal. 
18 No. 21-2501 

III

This conclusion sits well with our more general approach 

to forum selection, which disfavors gamesmanship and encourages litigation efficiency. We have warned against allowing plaintiffs to defeat forum selection clauses by choosing 

certain provisions to sue under or legal theories to press. See 

Am. Patriot, 364 F.3d at 888. Allowing any of the plaintiffs here 

to skirt the Agreement’s forum requirements by arguing the 

Agreement has terminated—all the while making claims related to the Agreement—would undermine the design of 

broadly worded forum selection clauses. Using less-demanding tests in the forum selection clause context promotes efficiency and deters evasion. See, e.g., Adams, 702 F.3d at 441 

(“Were it not for judicial willingness in appropriate circumstances to enforce forum selection clauses against affiliates of 

signatories, such clauses often could easily be evaded. For example, a signatory of a contract containing such a clause 

might shift the business to which the contract pertained to a 

corporate affiliate—perhaps one created for the very purpose 

of providing a new home for the business—thereby nullifying 

the clause.”). 

We leave open questions about the merits of this case, such 

as whether Bluecrew assumed the rights and obligations of 

the Agreement under California law. It may well be that a district court in California, upon consideration of these issues, 

will dismiss the case or dispose of it in some other way. But 

at this point, in this court, we hold that these plaintiffs cannot 

simultaneously pursue claims arising under the Agreement 

and disavow the Agreement’s mandatory forum selection 

clause sending such disputes to California.

AFFIRMED