Adams v. Raintree Vacation Exchange, LLC

Dist. Ct. did not err in dismissing for lack of venue plaintiffs’ class action alleging that defendants conspired to defraud plaintiffs by spending on other items plaintiffs’ money given to build time share properties, where dismissal was based on forum selection clause (calling for disputes to be resolved in Mexican court) contained in contracts signed by plaintiffs and by predecessor-in-interest to one defendant. While plaintiffs argued that neither defendant could enforce forum selection clause since neither defendant had signed instant contracts, Dist. Ct. found that both defendants could enforce said clause since: (1) one defendant was parent corporation of successor to entity that had signed instant contracts and thus could stand on same legal footing as said entity; and (2) other defendant could enforce clause on mutuality grounds where plaintiffs could enforce said clause against it due to allegations in complaint that both defendants had conspired to defraud plaintiffs.