The plain language of this provision makes it mandatory, not permissive, because it expressly " indicat[es] that jurisdiction and venue are appropriate exclusively in the designated forum." Boland, 81 Mass.App.Ct. at 824, quoting 14D Wright, Miller, & Cooper, Federal Practice and Procedure § 3803.1 (3d ed.1998); accord, e.g., Bohl v. Hauke, 180 Ohio App.3d 526, 534, 906 N.E.2d 450, 456 (Ohio App. 4th Dist.2009). Furthermore, because CWM's claim against Contech under the Settlement Agreement " involve[s] the same operative facts" as its claim under the bilateral contract, it should also " be heard in the forum selected by the parties, " i.e. in Ohio, if the forum selection clause is enforceable.

Rather, Ohio courts examine the forum-selection clause and enforce it unless doing so would be unfair or unreasonable. Bohl v. Hauke, 180 Ohio App. 3d 526, 532, 906 N.E.2d 450 (Ohio App. 2009); see also Restatement (Second) of Conflict of Laws § 80: Limitations Imposed by Contract of Parties (1988 Rev.) ("The parties' agreement as to the place of the action will be given effect unless it is unfair or unreasonable."). As stated, in a diversity case, the law of the forum state (here, Ohio) dictates whether personal jurisdiction exists.

Accordingly, defendants contend Masco's claims should be classified as claims sounding in contract and that the parties' contractual choice-of-law provision should be enforced. In support, they cite Gen. Elec. Co. v. Siempelkamp GmbH & Co., 29 F.3d 1095 (6th Cir. 1994) (breach of contract, tort, breach of warranty, and products liability claims arising out of purchase, installation and operation of industrial machinery held to be subject to contractual choice-of-law provision); Baumgardner v. Bimbo Food Bakeries Distribution, Inc., 697 F. Supp. 2d 801, 805-06 (N.D. Ohio 2010) (applying contractual choice-of-law provision to both tort and contract claims related to the contract); Bohl v. Hauke, 906 N.E.2d 450, 457 (Ohio Ct. App. 2009) (recognizing that where a claim is sufficiently related to subject matter of the contract, the contractual forum-selection clause cannot be defeated simply by artfully pleading a claim not explicitly governed by the clause). Masco does not directly challenge the contention that its claims arise out of a contractual relationship reflected in the Sales Agreement, but contends the choice-of-law determination must be based on a proper understanding of the terms of the Sales Agreement.

Boilerplate language does not negate the applicability of contractual terms. See Bohl v. Hauke, 906 N.E.2d 450, 455 (Ohio Ct. App. 2009).

Finally, the forum and venue selection clause is sufficiently broad to cover Plaintiff's related, non-contract claims.Travelers Prop. Cas. Co. of Am. v. Centimark Corp., No. 2:04-CV-0916, 2005 WL 1038842, at *2 (S.D. Ohio May 3, 2005); Bohl v. Hauke, 906 N.E.2d 450, 458 (Ohio Ct. App. 2009). III.

(Doc. 37, pgID 784) (quoting Bohl v. Hauke , 180 Ohio App.3d 526, 2009-Ohio-150, 906 N.E.2d 450, ¶ 26 ). Chief Judge Brown determined that the choice of forum provisions’ language was so broad that they applied to any claim connected to the contract. (Id. , pgID 787).

""Bohl v. Hauke, 180 Ohio App.3d 526, 2009-Ohio-150, 906 N.E.2d 450, ¶ 26 (quoting Travelers Prop. Cas. Co. of America v. Centimark Corp., No. 2:04-cv-916, 2005 WL 1038842 at *2 (S.D. Ohio May 3, 2005)). Perhaps the most instructive analysis of scope of a forum selection clause from the Ohio courts comes from Bohl v. Hauke. There, the plaintiffs contracted with Doug Hauke ("Hauke"), who agreed to provide materials for and to construct a dairy barn on the Bohls' property.

As a general matter, a forum selection clause "is prima facie valid as long as the parties freely bargained for it." Bohl v. Hauke, 180 Ohio App. 3d 526, 2009-Ohio-150, 906 N.E.2d 450, 455 ¶ 13 (citing Kennecorp Mortg. Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St. 3d 173, 175, 1993-Ohio-203, 610 N.E.2d 987, 989). In the absence of evidence of fraud or overreaching, a court should enforce the clause "unless it can be clearly shown that enforcement of the clause would be unreasonable and unjust."

Forum-selection provisions can be enforced against third-party beneficiaries. See Woods v. Christensen Shipyards, Ltd., No. 04-61432-CIV, 2005 WL 5654643, at *4 (S.D. Fla. 2005); Bohl v. Hauke, 180 Ohio App. 3d 526, 533-34, 906 N.E.2d 450 (2009). Accordingly, the presence of the Southern District of Florida forum-selection provision weighs strongly in favor of transfer.

As a general matter, a forum selection clause "is prima facie valid as long as the parties freely bargained for it." Bohl v. Hauke, 180 Ohio App.3d 526, 2009-Ohio-150, 906 N.E.2d 450, 455 ¶ 13 (citing Kennecorp Mortg. Brokers, Inc. v. Country Club Convalescent Hosp., Inc., 66 Ohio St.3d 173, 175, [ ], 610 N.E.2d 987, 989 [(1993)]). In the absence of evidence of fraud or overreaching, a court should enforce the clause "unless it can be clearly shown that enforcement of the clause would be unreasonable and unjust." (Id.).