The recent decision of the Ontario Superior Court of Justice in Aldo Group Inc. v. Moneris Solutions Corporation, 2012 ONSC 2581 (CanLII) poses the question:
Can a forum selection clause bind a person who was not a signatory to the contract containing the clause?
In a lengthy judgment, D.M. Brown J. of the Toronto Commercial List Court considered a motion brought by the co-defendant, MasterCard International, Inc. [“Mastercard”] asserting that the claim brought by the plaintiff, Aldo Group Inc. a footwear retailer [“Aldo”] was subject to a forum selection clause specifying the New York courts by reason of the nature of the plaintiff’s claims pleaded against MasterCard, notwithstanding that Aldo was not a privy to either of the two contracts containing the New York forum selection clause. (more…)