{ "id": 4278385, "name": "JERMAINE PARSON, Plaintiff v. OASIS LEGAL FINANCE, LLC, JEFF BALOUN, AND GARY CHODES, Defendants", "name_abbreviation": "Parson v. Oasis Legal Finance, LLC", "decision_date": "2011-08-02", "docket_number": "No. COA10-1414", "first_page": "125", "last_page": "136", "citations": [ { "type": "official", "cite": "214 N.C. App. 125" } ], "court": { "name_abbreviation": "N.C. Ct. App.", "id": 14983, "name": "North Carolina Court of Appeals" }, "jurisdiction": { "id": 5, "name_long": "North Carolina", "name": "N.C." }, "cites_to": [ { "cite": "641 S.E.2d 735", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12637929 ], "year": 2007, "opinion_index": 0, "case_paths": [ "/se2d/641/0735-01" ] }, { "cite": "625 S.E.2d 800", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12635081 ], "year": 2006, "opinion_index": 0, "case_paths": [ "/se2d/625/0800-01" ] }, { "cite": "672 S.E.2d 763", "category": "reporters:state_regional", "reporter": "S.E.2d", "case_ids": [ 12642792 ], "year": 2009, "pin_cites": [ { "page": "766" } ], "opinion_index": 0, "case_paths": [ "/se2d/672/0763-01" ] }, { "cite": "182 N.C. App. 229", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8170922 ], "year": 2007, "opinion_index": 0, "case_paths": [ "/nc-app/182/0229-01" ] }, { "cite": "176 N.C. App. 247", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8300987 ], "year": 2006, "opinion_index": 0, "case_paths": [ "/nc-app/176/0247-01" ] }, { "cite": "226 F. Supp. 2d 771", "category": "reporters:federal", "reporter": "F. Supp. 2d", "case_ids": [ 11426362 ], "year": 2002, "pin_cites": [ { "parenthetical": "holding that enforcement would be unreasonable and unfair where the contract itself showed unequal bargaining power and overreaching" } ], "opinion_index": 0, "case_paths": [ "/f-supp-2d/226/0771-01" ] }, { "cite": "439 S.E.2d 221", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1994, "pin_cites": [ { "page": "224", "parenthetical": "\"These cases indicate that generally, the courts of our State will enforce consent to jurisdiction clauses.\"" } ], "opinion_index": 0 }, { "cite": "113 N.C. App. 476", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8523070 ], "weight": 2, "year": 1994, "pin_cites": [ { "page": "480", "parenthetical": "\"These cases indicate that generally, the courts of our State will enforce consent to jurisdiction clauses.\"" } ], "opinion_index": 0, "case_paths": [ "/nc-app/113/0476-01" ] }, { "cite": "195 N.C. App. 577", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 4165168 ], "year": 2009, "pin_cites": [ { "page": "580" } ], "opinion_index": 0, "case_paths": [ "/nc-app/195/0577-01" ] }, { "cite": "423 S.E.2d 780", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 9, "year": 1992, "pin_cites": [ { "page": "783" }, { "page": "784" }, { "page": "781" }, { "page": "781" }, { "page": "781" }, { "page": "781-82" }, { "page": "784" }, { "page": "784" } ], "opinion_index": 0 }, { "cite": "333 N.C. 140", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2549548 ], "weight": 5, "year": 1992, "pin_cites": [ { "page": "144" }, { "page": "146" }, { "page": "141" }, { "page": "146" } ], "opinion_index": 0, "case_paths": [ "/nc/333/0140-01" ] }, { "cite": "501 S.E.2d 353", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 3, "year": 1998, "opinion_index": 0 }, { "cite": "129 N.C. App. 773", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 11652977 ], "weight": 3, "year": 1998, "opinion_index": 0, "case_paths": [ "/nc-app/129/0773-01" ] }, { "cite": "407 U.S. 1", "category": "reporters:federal", "reporter": "U.S.", "case_ids": [ 9136358 ], "weight": 11, "year": 1972, "pin_cites": [ { "page": "7", "parenthetical": "abuse of discretion standard applicable to forum non conveniens determination" }, { "page": "519", "parenthetical": "abuse of discretion standard applicable to forum non conveniens determination" }, { "page": "10" }, { "page": "520" }, { "page": "15" }, { "page": "523" }, { "page": "16" }, { "page": "524" } ], "opinion_index": 0, "case_paths": [ "/us/407/0001-01" ] }, { "cite": "415 S.E.2d 726", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1992, "pin_cites": [ { "page": "732" } ], "opinion_index": 0 }, { "cite": "331 N.C. 239", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 2498038 ], "year": 1992, "pin_cites": [ { "page": "248" } ], "opinion_index": 0, "case_paths": [ "/nc/331/0239-01" ] }, { "cite": "443 S.E.2d 784", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 3, "year": 1994, "pin_cites": [ { "page": "789", "parenthetical": "citing State v. Locklear, 331 N.C. 239, 248, 415 S.E.2d 726, 732 (1992" }, { "page": "789" } ], "opinion_index": 0 }, { "cite": "115 N.C. App. 14", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 12121285 ], "weight": 3, "year": 1994, "pin_cites": [ { "page": "21-22", "parenthetical": "citing State v. Locklear, 331 N.C. 239, 248, 415 S.E.2d 726, 732 (1992" }, { "page": "22" } ], "opinion_index": 0, "case_paths": [ "/nc-app/115/0014-01" ] }, { "cite": "40 F. Supp. 2d 344", "category": "reporters:federal", "reporter": "F. Supp. 2d", "case_ids": [ 11621057 ], "weight": 3, "year": 1999, "opinion_index": 0, "case_paths": [ "/f-supp-2d/40/0344-01" ] }, { "cite": "606 S.E.2d 728", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 9, "year": 2005, "pin_cites": [ { "page": "731" }, { "page": "733" }, { "page": "733" } ], "opinion_index": 0 }, { "cite": "168 N.C. App. 182", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8468710 ], "weight": 5, "year": 2005, "pin_cites": [ { "page": "187" } ], "opinion_index": 0, "case_paths": [ "/nc-app/168/0182-01" ] }, { "cite": "157 S.E.2d 860", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 1931, "pin_cites": [ { "page": "862" } ], "opinion_index": 0 }, { "cite": "200 N.C. 511", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8623929 ], "weight": 2, "year": 1931, "pin_cites": [ { "page": "515" } ], "opinion_index": 0, "case_paths": [ "/nc/200/0511-01" ] }, { "cite": "281 S.E.2d 664", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1981, "opinion_index": 0 }, { "cite": "51 N.C. App. 203", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 2644182 ], "year": 1981, "opinion_index": 0, "case_paths": [ "/nc-app/51/0203-01" ] }, { "cite": "282 S.E.2d 426", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1978, "opinion_index": 0 }, { "cite": "304 N.C. 174", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8565527 ], "year": 1978, "opinion_index": 0, "case_paths": [ "/nc/304/0174-01" ] }, { "cite": "495 S.E.2d 907", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1998, "pin_cites": [ { "page": "912", "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "347 N.C. 520", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 551066 ], "year": 1998, "pin_cites": [ { "page": "527", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc/347/0520-01" ] }, { "cite": "266 S.E.2d 593", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 1980, "pin_cites": [ { "page": "602", "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "300 N.C. 204", "category": "reporters:state", "reporter": "N.C.", "case_ids": [ 8560941 ], "year": 1980, "pin_cites": [ { "page": "218", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc/300/0204-01" ] }, { "cite": "566 S.E.2d 160", "category": "reporters:state_regional", "reporter": "S.E.2d", "weight": 2, "year": 2002, "pin_cites": [ { "page": "161" } ], "opinion_index": 0 }, { "cite": "151 N.C. App. 565", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 9081307 ], "weight": 2, "year": 2002, "pin_cites": [ { "page": "566" } ], "opinion_index": 0, "case_paths": [ "/nc-app/151/0565-01" ] }, { "cite": "588 S.E.2d 566", "category": "reporters:state_regional", "reporter": "S.E.2d", "year": 2003, "pin_cites": [ { "page": "567", "parenthetical": "citation omitted" } ], "opinion_index": 0 }, { "cite": "161 N.C. App. 510", "category": "reporters:state", "reporter": "N.C. App.", "case_ids": [ 8958864 ], "year": 2003, "pin_cites": [ { "page": "511", "parenthetical": "citation omitted" } ], "opinion_index": 0, "case_paths": [ "/nc-app/161/0510-01" ] } ], "analysis": { "cardinality": 1029, "char_count": 27013, "ocr_confidence": 0.748, "pagerank": { "raw": 5.921213323624208e-08, "percentile": 0.3698263875615914 }, "sha256": "2b788eeba6a846eb4e99f004a459c542f7c1392e921ef0ea17b521c5b5a64634", "simhash": "1:09abd57a1cea0a40", "word_count": 4375 }, "last_updated": "2023-07-14T17:33:33.584356+00:00", "provenance": { "date_added": "2019-08-29", "source": "Harvard", "batch": "2018" }, "casebody": { "judges": [ "Judges HUNTER, Robert C., and McCULLOUGH concur." ], "parties": [ "JERMAINE PARSON, Plaintiff v. OASIS LEGAL FINANCE, LLC, JEFF BALOUN, AND GARY CHODES, Defendants" ], "opinions": [ { "text": "BRYANT, Judge.\nWhere the last act essential to a meeting of the minds was a signature made in Illinois, the contract was not entered into in North Carolina. Further, where the enforcement of the forum selection clause would not be unfair and unreasonable, we reverse the trial court\u2019s order and remand.\nOn 18 February 2010, in Guilford County Superior Court, plaintiff Jermaine Parson filed suit as a class action against Oasis Legal Finance, L.L.C. (Oasis), Jeff Baloun (Baloun), and Gary Chodes (Chodes) alleging the following causes of action: usury, violation of the consumer finance act, unfair and deceptive trade practices, constructive trust, declaratory judgment, rescission / restitution, maintenance, champerty, and injunction.\nThe allegations as set forth in the complaint, as well as answers to plaintiff\u2019s interrogatories and statements made during a deposition, indicate that on 27 October 2007, plaintiff was injured by a motor vehicle while he was crossing the street. Plaintiff retained Joseph A. Williams, P.A., as legal representative for an ensuing action against the vehicle driver. On 15 January 2008, plaintiff entered into an agreement with Oasis for an advance of funds to pay for plaintiff\u2019s legal representation. In exchange, plaintiff agreed that, in the event he recovered compensation for his personal injuries, he would repay the amount advanced by Oasis plus an additional sum determined by the length of time the advance had been outstanding.\nOasis was organized under the laws of the state of Delaware with its offices located in Illinois. Baloun, an Oasis officer and manager, held the title of Director of Legal Funding. Chodes, another officer and manager, held the title of Chief Executive Officer. Both Baloun and Chodes reside in Illinois.\nOn 15 January 2008, plaintiff and Joseph A. Williams, P.A., received from Oasis an unsigned agreement for the advancement of $3,000.00. Plaintiff and a representative from Joseph A. Williams, P.A., signed the purchase agreement and faxed it back to Oasis the same day. On 16 January 2008, plaintiff received a check for $2,972.00. The record includes documentation that plaintiff entered into another purchase agreement with Oasis on 18 February 2008 in exchange for an advance of $750.00. Both agreements contained a governing law clause stating that \u201call lawsuits, disputes, claims, or proceedings arising out of or relating to this Purchase Agreement . . . shall be governed, construed and enforced in accordance with the laws of the State of North Carolina.\u201d Also, both agreements contained a forum selection clause stating \u201c[t]he Parties hereby irrevocably and unconditionally consent. . . and agree not to commence any such lawsuit, dispute, claim or other proceeding except in the Circuit Court of Cook County, Illinois.\nIn June 2009, plaintiff settled the underlying action for $30,000.00. Under the terms of the 15 January 2008 purchase agreement, if the repayment occurred between 15 April 2009 and 14 July 2009, the total amount due would be $7,500.00. Under the terms of the February purchase agreement, if the repayment occurred between 18 May 2009 and 17 August 2009, the amount due would be $1,875.00. However, pursuant to a letter issued by Oasis to Joseph A. Williams, Esq., \u201cOasis [would] agree to accept as payment in full fees of 15.9%, plus return of the original amount funded. Therefore, the amount due and owing is $4,575.48 . . . .\u201d On 15 June 2009, plaintiffs attorney disbursed to Oasis $4,575.78. Plaintiff thereafter filed his claims in superior court in Guilford County, North Carolina.\nOn 23 April 2010, defendants filed a motion to dismiss plaintiffs claims alleging improper venue pursuant to Rule 12(b)(3). On 26 July 2010, the trial court entered an order denying defendant\u2019s motion to dismiss. Defendants appeal.\nOn appeal, defendants argue the trial court erred in finding (I) the Purchase Agreement was entered into in North Carolina; and (II) that enforcing the forum selection clause would be unreasonable and unfair.\nInitially, we note that \u201c[although a denial of a motion to dismiss is an interlocutory order, where the issue pertains to applying a forum selection clause, our case law establishes that [a] defendant may nevertheless immediately- appeal the order because to hold otherwise would deprive him of a substantial right.\u201d Hickox v. R&G Group Int\u2019l, Inc., 161 N.C. App. 510, 511, 588 S.E.2d 566, 567 (2003) (citation omitted); see also N.C. Gen. Stat. \u00a7 7A-27(d) (2009).\nI\nDefendants first ask that we determine whether the trial court erred in finding the Purchase Agreement was entered into in North Carolina. Contrary to the trial court\u2019s conclusion that the contract was entered into on 16 January 2008 when plaintiff received his check, defendant contends the contract was \u201centered into\u201d when an Oasis representative counter-signed the agreement in Illinois. We agree in part.\nBecause the disposition of forum selection matters is highly fact-specific, \u201c[w]e employ the abuse-of-discretion standard to review a trial court\u2019s decision concerning clauses on venue selection.\u201d Mark Group Int\u2019l, Inc. v. Still, 151 N.C. App. 565, 566, 566 S.E.2d 160, 161 (2002).\n\u201cThe essence of any contract is the mutual assent of both parties to the terms of the agreement so as to establish a meeting of the minds.\u201d Snyder v. Freeman, 300 N.C. 204, 218, 266 S.E.2d 593, 602 (1980) (citation omitted). \u201cMutual assent is normally established by an offer by one party and an acceptance by the other, which offer and acceptance are essential elements of a contract.\u201d Creech v. Melnik, 347 N.C. 520, 527, 495 S.E.2d 907, 912 (1998) (citation omitted). The moment of mutual assent may differ from the time the contract is to be effective. Black\u2019s Law Dictionary defines \u201ceffective date\u201d as \u201c[t]he date on which a statute, contract, insurance policy, or other such instrument becomes enforceable or otherwise takes effect, which sometimes differs from the date on which it was enacted or signed.\u201d Black\u2019s Law Dictionary 533 (7th ed. 1999). E.g., Rental Towel and Uniform Serv. v. Bynum Int\u2019l, Inc., 304 N.C. 174, 282 S.E.2d 426 (where the last signature to the contract was acquired on 8 November 1978 but the contract was not effective until 11 December 1978), rev\u2019g 51 N.C. App. 203, 281 S.E.2d 664 (1981).\n[I]t is a generally accepted principle that the test of the place of a contract is as to the place at which the last act was done by either of the parties essential to a meeting of minds. Until this act was done there was no contract, and upon its being done at a given place, the contract became existent at the place where the act was done. Until then there was no contract.\nBundy v. Commercial Credit Co., 200 N.C. 511, 515, 157 S.E.2d 860, 862 (1931). In Szymczyk v. Signs Now Corp., 168 N.C. App. 182, 606 S.E.2d 728 (2005), the plaintiffs, a North Carolina couple, contested whether a forum selection clause within a franchise agreement entered into with the defendant, a Florida corporation, was enforceable. In response to an alleged violation of the agreement, the defendant filed a complaint and a demand for arbitration in Manatee County, Florida. Id. at 184, 606 S.E.2d at 731. A Wilson County Superior Court granted the plaintiffs an iryunction against further proceedings in Florida. Id. On appeal from the Wilson County order, this Court considered whether the trial court was correct in enjoining the Florida action, specifically, whether North Carolina law applied to the forum selection clause. The Court acknowledged that pursuant to N.C. Gen. Stat. \u00a7 22B-3, North Carolina courts will not honor provisions in certain contracts \u2014 choice of law, forum selection \u2014 if found to be contrary to North Carolina public policy. The Court noted, however, that the consideration was limited to those contracts \u201centered into in North Carolina.\u201d Id. at 186-87, 606 S.E.2d at 732 (citing Key Motorsports v. Speedvision Network, L.L.C., 40 F. Supp. 2d 344 (M.D.N.C. 1999)). Ultimately concluding that North Carolina law did not apply to the interpretation of the forum selection clause, the Szymczyk Court, citing the test articulated in Bundy, held that the last act essential to the formation of the contract was a signing that took place in Florida, and thus, the contract was entered into in Florida. Id. at 187, 606 S.E.2d at 733. See also, e.g. Map Supply, Inc. v. Integrated Inventory Solutions, Inc., 2008 N.C. App. LEXIS 1008 (COA07-733) (heard 12 December 2007) (unpublished) (holding that despite a discussion and verbal agreement which occurred in North Carolina, the final signature necessary to the contract was procured in Michigan; therefore, the contract was formed in Michigan).\nHere, in its findings of fact, the trial court noted that the agreement contained the following language, \u201c[t]his Agreement shall not be effective until the Purchase Price is paid to the Seller\u201d and that plaintiff received his advance in North Carolina. The trial court then concluded that the agreement was entered into in North Carolina. We hold otherwise.\nThe record indicates that Oasis advertised \u201c5 Easy Steps to Funding,\u201d which included (1) \u201cComplete the ATTORNEY EXPRESS FUNDING application\u201d (a one page overview of the applicant\u2019s underlying pending legal case); (2) \u201cOasis reviews [the applicant\u2019s application for funding and the underlying] case the same day\u201d; (3) \u201c[the applicant] completes and faxes back the contract [Oasis] send[s]\u201d; (4) \u201c[the applicant\u2019s attorney] [s]ign[s] and fax[es] back the [Attorney] Acknowledgement [provided by Oasis]\u201d; and (5) \u201cOasis wires the funds or sends a check to [the applicant].\u201d An Oasis funding application requesting $3,000.00 on behalf of plaintiff was completed and faxed to Oasis on 15 January 2008. That same day, Oasis faxed to plaintiff an unsigned draft agreement for the advance of $3,000.00. The agreement labeled plaintiff as the \u201cSeller\u201d and Oasis as the \u201cPurchaser\u201d of the right to receive a portion of the proceeds recovered from plaintiff\u2019s pending legal action. Further, the agreement included information such as how plaintiff would like to receive his requested amount (by check or as requested by the purchaser); a schedule for repaying the advance; and a release allowing Oasis to receive a copy of plaintiff\u2019s credit report. Plaintiff, along with his attorney, signed the agreement and faxed it back to Oasis on the same day, 15 January 2008. An Oasis representative in Illinois then signed the agreement, and, on 15 January 2008, mailed to plaintiff a check for $2,972.00. Plaintiff received the check on 16 January 2008.\nThe last act essential to establishing a meeting of the minds and affirming the mutual assent of both parties to the terms of the agreement was the signing of the agreement by an Oasis representative. As the signature of the Oasis representative was made in Illinois, the contract was formed in Illinois. See Bundy, 200 N.C. 511, 157 S.E.2d 860 (the test of the place of a contract is the place of the last act essential to a meeting of minds); Szymczyk, 168 N.C. App. 182, 606 S.E.2d 728. Accordingly, we hold that the trial court erred in its conclusion that the agreement between Oasis and plaintiff was entered into in North Carolina.\nII\nNext, defendants argue that the trial court erred in finding the enforcement of the forum selection clause would be unreasonable and unfair. Defendants contend that plaintiff failed to meet the heavy burden required to show that enforcing the forum selection clause would be unreasonable and unfair; that it is not unreasonable and unfair for a court to apply the law or policy of another jurisdiction; and that the forum selection clause must be considered separate and apart from the contract. We agree.\nThis Court has previously held that forum selection clauses are to be reviewed under an abuse of discretion standard. Appliance Sales & Serv. v. Command Elees. Corp., 115 N.C. App. 14, 21-22, 443 S.E.2d 784, 789 (1994) (citing State v. Locklear, 331 N.C. 239, 248, 415 S.E.2d 726, 732 (1992) (\u201cThe abuse of discretion standard of review is applied to situations, such as this, which require the exercise of judgment on the part of the trial court. The test for abuse of discretion requires the reviewing court to determine whether a decision is manifestly unsupported by reason, or so arbitrary that it could not have been the result of a reasoned decision.\u201d (citations omitted)); cf. M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 7, 32 L. Ed. 2d 513, 519 (1972) (abuse of discretion standard applicable to forum non conveniens determination).))); see also Mark Group Int\u2019l, Inc. v. Still, 151 N.C. App. 565, 566 S.E.2d 160 (2002); Cox v. Dine-A-Mate, Inc., 129 N.C. App. 773, 501 S.E.2d 353 (1998).\nIn Perkins v. CCH Computax, Inc., 333 N.C. 140, 423 S.E.2d 780 (1992), superceded in part by statute, N.C. Gen. Stat. \u00a7 22B-3 (1993), our Supreme Court considered whether it was proper for a trial court to deny a defendant\u2019s motion to dismiss for improper venue made on the basis of a forum selection clause. For guidance, the Court looked to M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 32 L. Ed. 2d 513.\nIn Bremen, the United States Supreme Court enunciated a standard for the enforceability of forum selection clauses. The Court held that forum selection clauses are \u201cprima facie valid and should be enforced unless enforcement is shown by the resisting party to be \u2018unreasonable\u2019 under the circumstances.\u201d 407 U.S. at 10, 32 L. Ed. 2d at 520. The Court further held that the forum selection clause in the contract should be enforced \u201cabsent a strong showing that it should be set aside . . . [, a] showing] that enforcement would be unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.\u201d Id. at 15, 32 L. Ed. 2d at 523. Additionally, the Court held that a forum selection clause should be invalid if enforcement would \u201ccontravene a strong public policy of the forum in which suit is brought.\u201d Id.\nPerkins, 333 N.C. at 144, 423 S.E.2d at 783.\nUnder issue I, following the reasoning of Szymcyk as applied to our facts, we determined that the contract between plaintiff and Oasis was formed in Illinois. Further, the contract contains the following forum selection clause:\n8.11 Governing Law and Forum. . . .\nThe Parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the Circuit Court of Cook County, Illinois for any disputes, claims or other proceedings arising out of or relating to this Purchase Agreement or the relationships that result from this Purchase Agreement and agree not to commence any such lawsuit, dispute, claim or other proceeding except in the Circuit Court of Cook County, Illinois.\n(Emphasis added). However, in addition to a forum selection clause, the contract contains a choice of law provision:\n8.11 Governing Law and Forum. This Purchase Agreement, and all lawsuits, disputes, claims, or proceedings arising out of or relating to this Purchase Agreement or the relationships that result from this Purchase Agreement, shall be governed, construed and enforced in accordance with the laws of the State of North Carolina.\n(Emphasis added). Our Supreme Court has held that\n[a] plaintiff who executes a contract that designates a particular forum for the resolution of disputes and then files suit in another forum seeking to avoid enforcement of a forum selection clause carries a heavy burden and must demonstrate that the clause was the product of fraud or unequal bargaining power or that enforcement of the clause would be unfair or unreasonable.\nPerkins, 333 N.C. at 146, 423 S.E.2d at 784; see also Sony Ericsson Mobile Communs. USA v. Agere Sys., 195 N.C. App. 577, 580, 672 S.E.2d 763, 766 (2009) (\u201cto set aside such a clause, a party must show either that enforcement would be unreasonable and unjust or that the clause is invalid because of fraud or overreaching, such that a trial in [a foreign venue] would be . . . inconvenientf,] that the challenging party would, for all practical purposes, be deprived of his or her day in courtf.]\u201d); Bell Atl. Tricon Leasing Corp. v. Johnnie\u2019s Garbarge Serv., 113 N.C. App. 476, 480, 439 S.E.2d 221, 224 (1994) (\u201cThese cases indicate that generally, the courts of our State will enforce consent to jurisdiction clauses.\u201d).\nPlaintiff does not argue that the forum selection clause was the product of fraud or unequal bargaining power, only that its enforcement would be unreasonable and unjust. The trial court made the following conclusions:\n8. Requiring a citizen and resident of North Carolina to litigate a relatively small claim involving application of North Carolina public policy and consumer protection law in the Circuit Court of Cook County, Illinois, would be unreasonable and unfair.\n9. In addition, enforcement of a forum selection clause in a contract which may itself ultimately be found to be void on public policy grounds would be unreasonable and unfair.\nOn appeal, plaintiff contends that it would be \u201cunreasonable and unfair to require a North Carolina plaintiff of limited means to maintain a lawsuit relating to transactions in the principal amount of $3,750.00, governed by North Carolina law, in Cook County, Illinois.\u201d\nIn Perkins, the plaintiff, a certified public accountant, practicing in Raleigh, entered into a license and service agreement for a computer software program. The forum selection clause contained in the contract to purchase the software, and applicable to the service agreements, stated, in pertinent part, that \u201c[a]ny action relating to this Agreement shall only be instituted and prosecuted in courts in Los Angeles County, California. Customer/Licensee [plaintiff] specifically consents to such jurisdiction and to extraterritorial service of process.\u201d Perkins, 333 N.C. at 141, 423 S.E.2d at 781. The plaintiff paid $700.00 for the software. Id. at 141, 423 S.E.2d at 781. In Wake County District Court, the plaintiff filed claims for unfair and deceptive trade practices, breach of warranty of merchantability, breach of implied warranty of fitness, breach of express warranty, negligence, and breach of contract. Id. at 142, 423 S.E.2d at 781. The defendant, a California software corporation, filed a motion to dismiss relying on the forum selection clause. The matter was transferred to Wake County Superior Court where the defendant\u2019s motion was denied. Id. at 142, 423 S.E.2d at 781-82. On appeal, our Supreme Court reversed the Superior Court\u2019s ruling affirmed by the Court of Appeals. Noting the plaintiff\u2019s heavy burden to \u201cdemonstrate that the clause was the product of fraud or unequal bargaining power or that enforcement of the clause would be unfair or unreasonable,\u201d the Court remanded the decision to this Court for further remand to the Superior Court \u201cin order that [the] plaintiff here may have the opportunity to make such a showing that he meets the burden set forth herein.\u201d Id. at 146, 423 S.E.2d at 784; compare, Dine-A-Mate, Inc., 129 N.C. App. 773, 501 S.E.2d 353 (holding that enforcement would have been unfair and unreasonable when the employee entered into the contract under threat of termination); Appliance Sales & Serv., 115 N.C. App. 14, 443 S.E.2d 784 (holding that enforcement would be unfair and unreasonable where the defendant made representations that the plaintiff could bring suit in the civil courts of North Carolina); Bell Atl. Tricon Leasing Corp., 113 N.C. App. 476, 439 S.E.2d 221 (holding that enforcement would be unreasonable and unfair where the contract was entered into with an unequal bargaining position and the defendant did not knowingly consent to the forum selection clause); Dove Air, Inc. v. Bennett, 226 F. Supp. 2d 771 (W.D.N.C. 2002) (holding that enforcement would be unreasonable and unfair where the contract itself showed unequal bargaining power and overreaching).\nIn 1993, our General Assembly enacted N.C.G.S. \u00a7 22B-3, establishing that \u201cany provision in a contract entered into in North Carolina that requires the prosecution of any action or the arbitration of any dispute that arises from the contract to be instituted or heard in another state is against public policy and is void and unenforceable.\u201d N.C.G.S. \u00a7 22B-3 (2009). While \u00a7 22B-3 clearly limits the holding in Perkins, the presumption of validity of forum selection clauses, i.e. the test requiring that a plaintiff seeking to avoid enforcement of a choice of governing law or forum clause entered into outside of North Carolina meet a \u201cheavy burden and must demonstrate that the clause was the product of fraud or unequal bargaining power or that enforcement of the clause would be unfair or unreasonable,\u201d remains applicable. Perkins, 333 N.C. at 146, 423 S.E.2d at 784; see also Dine-A-Mate, Inc., 129 N.C. App. 773, 501 S.E.2d 353; Strategic Outsourcing, Inc. v. Stacks, 176 N.C. App. 247, 625 S.E.2d 800 (2006).\nPlaintiff does not supply, and we do not find, precedent to support a situation where a forum selection clause is held to be unenforceable based solely on the potential value of the damages claimed. Moreover, neither the trial court\u2019s order nor plaintiff\u2019s arguments on appeal provide a basis for the determination that the amount to be litigated is too small an amount to litigate in Cook County, Illinois. The form agreement provided by Oasis required only that plaintiff fill in the requested contact and personal data information, and then assent to the proposed terms. Plaintiff then entered into this agreement with the benefit of counsel: Oasis required that plaintiff\u2019s attorney acknowledge the agreement by signature. The initial amount requested by plaintiff and advanced by Oasis was $3,000.00, with a maximum repayment amount of $10,500.00. As such, alleged damages arising from \u201cdisputes, claims or other proceedings arising out of or relating to this Purchase Agreement\u201d would be within the scope of these amounts. Therefore, we do not agree that a claim for damages arising from this contract in Cook County, Illinois would be unreasonable and unfair. Appliance Sales & Serv., 115 N.C. App. at 22, 443 S.E.2d at 789; see also, M/S Bremen, 407 U.S. at 16, 32 L. Ed. 2d at 524 (\u201cOf course, where it can be said with reasonable assurance that at the time they entered the contract, the parties to a freely negotiated... agreement contemplated the claimed inconvenience, it is difficult to see why any such claim of inconvenience should be heard to render the forum clause unenforceable.\u201d). As to the trial court\u2019s assertion that the \u201cenforcement of a forum selection clause in a contract which may itself ultimately be found to be void on public policy grounds would be unreasonable and unfair,\u201d we note the validity of the contract at issue is to be determined by the forum. Here, the forum selection clause mandates Cook County, Illinois, as the exclusive venue for all disputes arising from the purchase agreement, while North Carolina law will be applied to govern the dispute, including the validity of the contract. Accordingly, we reverse the judgment of the trial court and remand to that court for the purpose of granting defendant\u2019s motion to dismiss for improper venue.\nReversed and remanded.\nJudges HUNTER, Robert C., and McCULLOUGH concur.\n. While plaintiff filed a class action complaint, the record contains no indication that the trial court certified the class.\n. Plaintiff\u2019s requested $3,000.00 was reduced by $28.00 to pay for overnight shipping.\n. Subsequent to the 26 July 2010 entry of the trial court\u2019s order denying defendant\u2019s motion to dismiss for improper venue pursuant to Rule 12(b)(3), plaintiff, on 12 August 2010, filed an amended complaint incorporating the February 2008 purchase agreement. As the trial court order from which defendants appealed directly addresses only the 15 January 2008 agreement, we limit our review to the subject of the order entered and mention the February agreement only for context.\n. We are cognizant of the trial court\u2019s reasoning that the effective date of the contract \u2014 when plaintiff received his advance in North Carolina \u2014 indicates the agreement was entered into in North Carolina. However, we note the cases setting out the difference between \u201ccontract formation\u201d and \u201ccontract enforceability,\u201d see Parker v. Glosson, 182 N.C. App. 229, 641 S.E.2d 735 (2007), and other cases cited herein\u2014Szymcsyk, 168 N.C. App. 182, 606 S.E.2d 728, and Key Motorsports, 40 F. Supp. 2d 344\u2014which acknowledge contract formation as a seminal point wherein the agreement is entered.\n. Interpretation of a contract is generally governed by the law of the state wherein the contract is made. See Szymczyk, 168 N.C. App. 182, 606 S.E.2d 728; Map Supply, Inc., 2008 N.C. App. LEXIS 1008 (COA07-733). However, in the instant case the parties specifically agreed that North Carolina would be governing law.\n. Although not directly applicable to the facts, before us, it is notable that subsequent to our Supreme Court\u2019s holding in Perkins, our General Assembly enacted General Statute, section 22B-3. \u201c[A]ny provision in a contract entered into in North Carolina that requires the prosecution of any action or the arbitration of any dispute that arises from the contract to be instituted or heard in another state is against public policy and is void and unenforceable.\u201d N.C. Gen. Stat. \u00a7 22B-3 (2009); see also Szymczyk, 168 N.C. App. at 187, 606 S.E.2d at 733 (holding that where the contract was entered into outside of North Carolina, \u00a7 22B-3 is inapplicable) (citing as persuasive the reasoning in Key Motorsports, 40 F. Supp. 2d 344).", "type": "majority", "author": "BRYANT, Judge." } ], "attorneys": [ "Robertson Medlin & Bloss, RL.L.C., by John F. Bloss, and Barron & Berry, L.L.P., by Frederick L. Berry, Esq., for plaintiff-appellee.", "Brooks Pierce McLendon Humphrey & Leonard, L.L.P., by Robert J. King, III, and Clint S. Morse, for defendant-appellants." ], "corrections": "", "head_matter": "JERMAINE PARSON, Plaintiff v. OASIS LEGAL FINANCE, LLC, JEFF BALOUN, AND GARY CHODES, Defendants\nNo. COA10-1414\n(Filed 2 August 2011)\n1. Contracts \u2014 meeting of minds \u2014 last essential act \u2014 Illinois\nThe trial court erred in a usury, violation of the Consumer Finance Act, and unfair and deceptive trade practices case by finding the contract between the parties was entered into in North Carolina. The last act essential to establishing a meeting of the minds and affirming the mutual assent of both parties to the terms of the agreement was the signing of the agreement by defendant\u2019s representative in Illinois.\n2. Contacts \u2014 formum selection clause \u2014 choice of laws\u2014 enforcement not unreasonable and unfair\nThe trial court erred in a usury, violation of the Consumer Finance Act, and unfair and deceptive trade practices case by finding the enforcement of the forum selection clause in the contract between the parties would be unreasonable and unfair.\nAppeal by defendants from order entered 26 July 2010 by Judge Catherine C. Eagles in Guilford County Superior Court. Heard in the Court of Appeals 27 April 2011.\nRobertson Medlin & Bloss, RL.L.C., by John F. Bloss, and Barron & Berry, L.L.P., by Frederick L. Berry, Esq., for plaintiff-appellee.\nBrooks Pierce McLendon Humphrey & Leonard, L.L.P., by Robert J. King, III, and Clint S. Morse, for defendant-appellants." }, "file_name": "0125-01", "first_page_order": 135, "last_page_order": 146 }