Lakeway Real Estate2, LLC v. ERA Franchise Systems, LLC

Syllabus

This appeal arises out of a contract dispute between Lakeway Real Estate2, LLC f/k/a Lakeway Real Estate, LLC (\Lakeway\), and ERA Franchise Systems, LLC f/k/a ERA Franchise Systems, Inc. (\ERA\). Lakeway filed a complaint in the Chancery Court for Jefferson County (the \trial court\) seeking declaratory relief and a ruling that a noncompete provision within a Franchise Agreement (the \Agreement\) is unenforceable as a matter of law. ERA moved to dismiss the complaint, arguing the Venue and Jurisdiction clause (the \Clause\) of the Agreement makes the trial court an improper venue. The trial court granted ERA's motion to dismiss. Because the Clause, when read in context with no disproportionate emphasis on one portion, provides permissive, but not mandatory, jurisdiction and venue in New Jersey, we reverse.