The contract in question was drafted by the defendant, the international manufacturer. If he wished to ensure that all disputes with the distributors of his products would be resolved in England, he could have done so in clear and unequivocal language, for he was the one who drafted the agreement in this part. He could have written that all conflicts would be resolved in England. Because only the courts in England are allowed to deal with a dispute. This was not done.
And the local distributor, who reads the agreement, can understand that he is exposed to lawsuits in England, if the manufacturer sees fit to file them there. He is supposed to understand that as long as he does, he will not be able to make claims against the English Forum. Still, he is not supposed to understand that any dispute he will have regarding the agreement - small or large - will require him to contact and litigate abroad, thousands of kilometers away, with all the costs and hassle involved.
Had the defendant clarified the matter sharply in the agreement, the distributor could have considered whether he wished to take upon himself the said engagement. And if so, this could also be reflected in the consideration that the parties would have agreed upon, since a unique stipulation is appropriate for pricing that reflects its costs.
Thus, considerations of fairness and considerations of legal policy require that such provisions be clearly defined where there is a disparity of power between the parties. This is required by considerations of commercial certainty, which the local courts must work to increase in order to lead a proper and fair economic life.
- All of these lead to the conclusion that the defendant has not been able to show that there is a unique jurisdiction clause at issue, and hence the law arguedAThe dismissal out of hand is rejected, insofar as it rests on this head.
The defendant did not substantiate her claim for an improper forum
- Now we must address the forum's improper claim (forum non conveniens), raised by the defendant. In relation to the law that applies to the issue I recently filed a civil case (Tel Aviv District) 18135-02-24 Gordon v. Vortex Imaging in a Tax Appeal (Published in Databases [Nevo]; 2025), And for the sake of convenience I will repeat The Words Here in a nutshell.
- An improper forum argument assumes that the local court has acquired international jurisdiction to hear the dispute between the parties. Still, it is not appropriate for him to exercise his authority, since a foreign court can be a forum that is more appropriate for him to address and rule on it (Gabriel Halevy The Theory of Civil Litigation 593-594 (Volume 2; 2019)).
In order to succeed in arguing that the Israeli forum is inappropriate to discuss the dispute, the defendant must "show that there is an authorized alternative forum, which is 'clearly and distinctly' more suitable for the management of the claim than the Israeli forum" (Wasserstein Fassberg, at p. 418 [emphasis added]). It must be persuaded that "there is a foreign forum that is the 'natural forum' to hear the claim" (Yaakov Shaked, The New Civil Procedure 47 (2023)), and this is clearly stated.