April 15, 2026|Franchise Frontlines
April 15, 2026 | Massachusetts Appeals Court | Rule 23.0 Decision
Executive Summary
In a Rule 23.0 decision, the Massachusetts Appeals Court held that narrow forum selection clauses limited to disputes “under” an agreement did not require a plaintiff to litigate statutory wage and misclassification claims in the contractually selected forum. The plaintiff, a scientist engaged under consulting agreements containing Delaware forum selection clauses, argued that his claims under the Massachusetts Wage Act and independent contractor statute arose independently of those agreements. The defendants contended that all claims were subject to the clauses and must be litigated in Delaware. The court agreed in part, vacating dismissal of the statutory claims while affirming dismissal of the remaining claims, and concluded that the clauses did not extend to statutory rights that exist independently of the contract.
Relevant Background
The plaintiff entered into consulting agreements with two related biotechnology entities to provide scientific services at an hourly rate. Each agreement classified him as an independent contractor and contained identical Delaware choice-of-law and forum selection clauses requiring that “any dispute under” the agreement be litigated in Delaware. The plaintiff alleged that he continued performing work after one agreement expired, was not paid for certain work performed, and was misclassified as an independent contractor.
The complaint asserted eight causes of action, including statutory claims under the Massachusetts Wage Act and independent contractor statute, as well as common law claims such as unjust enrichment, fraud, and promissory estoppel. Notably, the plaintiff did not assert breach of contract claims. The defendants moved to dismiss based on the forum selection clauses, and the trial court dismissed all claims. The plaintiff appealed.
Decision
The Appeals Court focused on the scope of the forum selection clauses and, in particular, the meaning of the phrase “any dispute under” the agreements. The court contrasted this language with broader formulations—such as clauses covering disputes “arising out of” or “related to” an agreement—and concluded that the narrower language did not encompass claims grounded in independent statutory rights.
Applying that distinction, the court held that the plaintiff’s misclassification claim under G.L. c. 149, § 148B was not a dispute “under” the agreements. The right to be properly classified as an employee arises from statute, not from the contract, and the claim therefore involved a question of whether the statutory framework superseded the contractual designation of independent contractor status. The court emphasized that while contractual terms may inform the analysis, they do not control the statutory inquiry.
The court reached the same conclusion with respect to the Wage Act claim. Although the agreements addressed compensation, the Wage Act creates a separate statutory right to timely payment of wages, including an anti-waiver provision that limits contractual circumvention of statutory protections. The court concluded that enforcing the forum selection clause against such claims would effectively extend the clause beyond its contractual scope, which was limited to disputes “under” the agreement.
In contrast, the court affirmed dismissal of the remaining claims, including quasi-contract and tort-based claims, concluding that those claims were sufficiently connected to the contractual relationship to fall within the scope of the forum selection clauses. The court also rejected the plaintiff’s attempt to avoid the clauses by dividing claims into pre- and post-expiration periods, holding that disputes regarding whether the agreements remained in effect themselves constituted disputes “under” the agreements.
Finally, the court held that non-signatory defendants—including affiliated entities and individual principals—could enforce the forum selection clauses. Relying on Delaware law, the court concluded that where a non-signatory is closely related to a signatory and enforcement is foreseeable, the clause may be invoked. The plaintiff’s own allegations regarding the interrelationship among the entities and individuals supported that conclusion.
Looking Forward
This decision underscores the importance of precise drafting in forum selection clauses and highlights the practical consequences of using narrower language. Clauses limited to disputes “under” an agreement may not capture statutory claims that arise independently of the contract, particularly where those claims involve rights that cannot be waived or altered by agreement. Broader formulations may reach a different result.
For franchisors and other system-based operators, the case illustrates how courts may distinguish between contractual and statutory rights when evaluating the scope of dispute resolution provisions. Even where agreements comprehensively govern the parties’ relationship, statutory claims—such as wage and classification claims—may be treated as analytically distinct and therefore outside the reach of narrowly drafted clauses.
At the same time, the decision reinforces that forum selection clauses remain enforceable in a wide range of circumstances. Courts may apply such clauses to contract-based and related tort claims, decline efforts to segment claims based on timing, and permit enforcement by closely related non-signatories where the relationship among the parties makes such enforcement foreseeable.
Taken together, the ruling provides a practical reminder that the effectiveness of dispute resolution provisions often turns on the specific language used. Careful alignment between contractual drafting and anticipated litigation strategy remains a critical component of managing risk in multi-entity and franchise systems.
This article is based solely on the opinion of the Court in this matter. The author has not conducted any independent investigation into the facts. For the avoidance of doubt, each statement related to the law and facts in this article is drawn from the Court’s opinion in this case.
Thomas O’Connell is a Partner at Buchalter LLP and Chair of the firm’s Franchise Practice Group. For questions about this article or media inquiries, you can contact Tom at toconnell@buchalter.com.
This communication is not intended to create, and does not create, an attorney-client relationship or any other legal relationship. No statement herein constitutes legal advice, nor should it be relied upon or interpreted as such. This communication is for general informational purposes only and is not a substitute for legal counsel. Readers should not act or refrain from acting based on any information provided without seeking appropriate legal advice specific to their situation. For more information, visit www.buchalter.com.
