A Broad Shareholder Forum-Selection Clause Reaches Related Fraud and Financing Claims

1. Introduction

This appeal concerns whether a shareholder can litigate alleged fraud and corporate misconduct in Florida despite agreeing that disputes connected with the shareholder agreement belong exclusively in Munich. It also addresses whether an appellate court should consider an objection to enforcement by nonsignatories when that objection was not presented to the district court.

George Buckley, a Florida resident, invested in Weframe AG, a German company producing the Sessionboard, a large touchscreen device for collaborative meetings. He became a substantial shareholder and chairman of its supervisory board. TQ-Group, a German manufacturer, subsequently became both a manufacturing partner and an investor.

The Shareholder Agreement regulated the shareholders’ relationship, including corporate governance and information rights. It selected German law and provided:

“Exclusive venue for all disputes under or in connection with this Agreement, to the extent legally permissible, is Munich.”

Buckley alleged that TQ-Group and associated individuals used their influence over Weframe’s finances and governance to undermine his authority, obstruct alternative manufacturing and financing arrangements, and induce him to provide additional funding. In February 2022, Weframe, TQ-Group, and Buckley entered a €9.3 million Loan Agreement, to which Buckley contributed €2 million in cash.

According to the complaint, the defendants then drove Weframe into insolvency, acquired its assets, and eliminated Buckley’s investment. These assertions remained allegations: neither the dismissal nor the appellate decision determined whether the alleged misconduct occurred.

Buckley brought thirteen counts in the Southern District of Florida, asserting fraudulent inducement, conspiracy to commit fraud, negligent misrepresentation, breach of fiduciary duty, and aiding and abetting breach of fiduciary duty. The district court dismissed the action for forum non conveniens based on the Munich clause.

2. Summary of the Opinion

The Eleventh Circuit affirmed in a per curiam opinion by Judges Jill Pryor, Branch, and Grant. Its decision rested on two principal conclusions:

1. The nonsignatory objection was forfeited. Buckley did not argue in the district court that the individual defendants and TQ-Systems could not invoke an agreement they had not signed. The court declined to consider that new argument on appeal.
2. The claims fell within the clause’s subject-matter scope. The alleged misconduct arose from the shareholder relationship structured by the Shareholder Agreement. Characterizing the claims as torts, or connecting them to a later Loan Agreement without its own forum clause, did not remove them from the broader phrase “in connection with.”

Buckley independently challenged neither the district court’s weighing of the relevant forum non conveniens factors nor its application of the modified framework once the clause controlled. Resolving the preservation and scope issues therefore resolved the appeal. The court also denied as moot the appellees’ motion to strike or disregard Buckley’s German-law arguments concerning party scope.

3. Analysis: Precedents Cited

A. Standards of appellate review

AQuate II LLC v. Myers, 100 F.4th 1316, 1320 (11th Cir. 2024)

This decision supplied the abuse-of-discretion standard for reviewing a forum non conveniens dismissal. Reversal requires a clear error of judgment or application of the wrong legal standard. It established the deferential framework governing review of the district court’s ultimate dismissal.

Tazoe v. Airbus S.A.S., 631 F.3d 1321, 1330 (11th Cir. 2011)

This precedent explains that a district court’s reasonable balancing deserves substantial deference when it considers all relevant public- and private-interest factors. Its role was to describe the ordinary review framework, not to require a fresh balancing exercise on appeal.

Turner v. Costa Crociere S.p.A., 9 F.4th 1341, 1345 (11th Cir. 2021)

The court cited this case for de novo review of a forum-selection clause’s enforceability. The distinction matters: although the ultimate dismissal receives deferential review, the applicable legal rules governing enforceability are reviewed independently.

B. Preservation of arguments and appellate forfeiture

United States v. Campbell, 26 F.4th 860, 872–73 (11th Cir. 2022)

This case supplied the principal framework for refusing to consider Buckley’s new nonsignatory theory. The adversarial system depends on parties presenting their own arguments, and appellate courts ordinarily do not consider issues first raised on appeal.

The preservation rule is prudential, however, rather than constitutionally or statutorily compelled. The recognized exceptional circumstances involve: a pure legal question whose omission would cause a miscarriage of justice; lack of an earlier opportunity to raise the issue; substantial justice; a resolution beyond doubt; or significant questions of general impact or public concern. Buckley invoked the first two, unsuccessfully.

CSX Transp., Inc. v. Gen. Mills, Inc., 846 F.3d 1333, 1336–37 (11th Cir. 2017)

This decision supplied the practical preservation requirement: a litigant must give the district court an opportunity to recognize and decide the issue. Buckley’s failure to raise the nonsignatory objection deprived the district court of that opportunity.

Access Now, Inc. v. Sw. Airlines Co., 385 F.3d 1324, 1331 (11th Cir. 2004)

The court relied on this precedent to explain the institutional justification for preservation. Deciding questions that the district court never examined wastes judicial resources and departs from an appellate court’s ordinary role of reviewing claimed lower-court errors.

ECB USA, Inc. v. Chubb Ins. Co. of N.J., 113 F.4th 1312, 1320–21 (11th Cir. 2024)

This case distinguished a new authority from a new legal ground. A party may cite a later decision supporting an argument already preserved below. It may not ordinarily use that later decision to introduce an entirely different reason for prevailing. That distinction defeated Buckley’s claim that a recently issued opinion excused his omission.

Declan Flight, Inc. v. Textron Eaviation, Inc., 177 F.4th 1110, 1132 (11th Cir. 2026)

Buckley relied on this later decision to justify presenting his nonsignatory theory for the first time on appeal. The court rejected that justification because the legal issue existed before the decision did.

The court also questioned the decision’s substantive relevance: it concerned Slovenian law’s restrictive treatment of nonsignatory enforcement of jurisdiction clauses. The opinion identified no reason to extend that treatment to this German-company dispute. This observation did not resolve whether the nonsignatory defendants here could enforce the clause on the merits.

C. Enforcement of the chosen forum

Atl. Marine Constr. Co. v. U.S. Dist. Ct. for W. Dist. of Tex., 571 U.S. 49, 62–63 (2013)

This Supreme Court decision supplied the central enforcement framework. A valid, applicable forum-selection clause changes the ordinary convenience analysis because enforcing negotiated forum choices protects legitimate expectations and the justice system’s interests. Such clauses receive controlling weight except in the most exceptional cases.

Here, the selected forum was abroad, so enforcement occurred through dismissal for forum non conveniens, not transfer to another federal district. Because Buckley raised no independent objection to the district court’s modified analysis, the appellate dispute turned on whether the Munich clause controlled.

D. The reach and limits of broad contractual language

Don't Look Media LLC v. Fly Victor Ltd., 999 F.3d 1284, 1299 (11th Cir. 2021)

The court cited this decision in describing the Munich clause as exceptionally broad. The combined wording “under or in connection with” reaches beyond claims asserting a straightforward breach of an express contractual obligation.

Doe v. Princess Cruise Lines, Ltd., 657 F.3d 1204, 1218–21 (11th Cir. 2011)

This decision supplied an important limit: “connected with” requires some direct connection. It also supported giving separate meaning to broader relational language rather than treating it as synonymous with “under” the agreement.

The opinion further relied on this authority to treat “related to” and “in connection with” as equivalent for the relevant scope analysis. That allowed precedents addressing “related to” language to inform interpretation of the Munich clause.

Bahamas Sales Assoc., LLC v. Byers, 701 F.3d 1335, 1341 (11th Cir. 2012)

This precedent established that a mere “but-for” relationship between a contract and a claim is insufficient. Otherwise, increasingly remote chains of association could make forum clauses practically unlimited.

Buckley invoked the case to resist enforcement. The court distinguished it because the clause-bearing agreement there did not create the relevant relationship with the defendants. Here, the Shareholder Agreement structured the relationship allegedly abused.

Bailey v. ERG Enters., LP, 705 F.3d 1311, 1317–18 (11th Cir. 2013)

This decision likewise limited contractual forum clauses where the relevant contracts did not create the relationships underlying the claims and the defendants were strangers to those contracts. It reinforced that broad language still requires a meaningful contractual connection.

The court distinguished that situation from Buckley’s allegations against his shareholder counterparty. That distinction addressed the dispute’s connection to the agreement; it did not separately decide the forfeited objection concerning nonsignatory enforcement.

Telecom Italia, SpA v. Wholesale Telecom Corp., 248 F.3d 1109, 1116 (11th Cir. 2001)

This case supplied the operative relational test: whether the alleged tort or breach was an “immediate, foreseeable result of the performance of contractual duties.” The connection must exist “with at least some directness.” The court used this approach to connect Buckley’s allegations to the shareholder governance relationship.

Stewart Org., Inc. v. Ricoh Corp., 810 F.2d 1066, 1066–71 (11th Cir. 1987)

This was the closest factual and textual analogy. A dealer agreement required litigation in New York for controversies “arising under or in connection with” the agreement. The clause covered contract, warranty, fraud, and antitrust claims arising from the dealer-manufacturer relationship.

The decision demonstrated that legal labels do not determine scope. The controlling question is whether the claims arise from the business relationship evidenced by the contract. Applying that reasoning, the court treated Buckley’s shareholder-related tort claims as covered despite their connection to a separate financing instrument.

Baldwin v. Express Oil Change, LLC, 87 F.4th 1292, 1308 (11th Cir. 2023)

Cited in a footnote, this decision supported the ordinary meaning of “in connection with” as referring to matters related to something or arising for related reasons. It reinforced the court’s interpretation of the clause’s relational wording.

4. Analysis: The Court’s Legal Reasoning

A. A later decision did not revive an omitted argument

Buckley argued that the individual defendants and TQ-Systems could not enforce the Shareholder Agreement because they had not signed it. The court did not decide whether that proposition was legally correct. It instead held that Buckley had forfeited the issue by failing to present it below.

Neither asserted exception justified review. First, Buckley did not explain why litigating in Munich rather than Florida would produce a miscarriage of justice. The court emphasized that dismissal would change the forum, not necessarily deprive him of a judicial hearing. Second, he had an opportunity to make the nonsignatory argument in the district court. The later availability of supporting authority did not make the underlying objection newly available.

The resulting holding is procedural and limited. It should not be read as establishing that corporate officers, subsidiaries, or other nonsignatories automatically acquire enforcement rights under a shareholder forum-selection clause.

B. The substance of the alleged misconduct connected the claims to the agreement

The Shareholder Agreement was not merely incidental background. It established the governance relationship through which the alleged misconduct occurred. Buckley alleged that TQ-Group used financial control and its supervisory-board position to undermine his oversight, resist restructuring, obstruct alternative manufacturing, and block financing.

Those allegations linked the claimed injury to the exercise or abuse of positions within the contractual shareholder relationship. Every count incorporated the underlying allegations. The court therefore examined the pleaded course of conduct rather than treating each tort label as independent of the agreement.

The court’s description of the misconduct as a foreseeable result of contractual performance concerns the connection between the dispute and the contractual relationship. It does not mean that fraudulent conduct was authorized by the agreement or that the allegations were proven.

C. The later Loan Agreement remained connected to the shareholder relationship

Buckley stressed that the Loan Agreement was signed four years later and contained no forum-selection clause of its own. The court accepted those facts but rejected the conclusion that they removed the dispute from the earlier clause.

The financing documents themselves supported a shareholder connection. The term sheet described a convertible loan by TQ and Buckley to Weframe. It identified the signatories as material shareholders and recorded their agreement to the terms in that capacity. The transaction was therefore not simply an unrelated loan between strangers.

In the court’s view, the allegations described one shareholder using its position under the Shareholder Agreement, together with shareholder financing, to eliminate another shareholder’s interest. Restricting the clause to claims arising strictly “under” the original agreement would deprive “in connection with” of independent meaning.

D. Broad coverage did not mean unlimited coverage

The opinion reconciled broad business-relationship coverage with the requirement of a sufficiently direct connection. The agreement’s existence alone would not send every future dispute between the parties to Munich.

The court illustrated the boundary with an unrelated commercial contract and a personal-injury claim arising from shareholders colliding on a Munich street. Neither would become a shareholder-agreement dispute merely because the parties also owned shares together.

The decisive feature here was the alleged misuse of the very governance and ownership relationship the agreement regulated—not simply the parties’ identities.

E. Once the clause controlled, no separate appellate issue remained

Under the modified forum non conveniens framework, an applicable contractual forum choice substantially changes the ordinary analysis. Generally, the plaintiff’s contrary forum preference receives no weight, private convenience objections are treated as resolved by the agreement, and exceptional public-interest considerations remain relevant.

The appellate court did not independently rebalance those considerations because Buckley raised no separate challenge to the district court’s treatment of them. Its affirmance therefore should not be read as a detailed assessment of every practical feature of litigation in Germany.

5. Potential Impact

• Shareholder litigation: Fraud, fiduciary-duty, and related tort claims may fall within a broadly worded shareholder forum clause when they concern misuse of the governance relationship established by the agreement.
• Multi-document transactions: A later financing agreement’s silence about forum selection does not necessarily displace an earlier clause covering connected disputes. The relationship between the instruments and the alleged misconduct remains important.
• Appellate strategy: Objections concerning nonsignatories, governing law, and contractual scope should be raised distinctly in the district court. New authority generally cannot rescue a previously omitted legal theory.
• Contract drafting: Parties should address how dispute-resolution provisions apply across shareholder agreements, loans, and related instruments. This opinion does not resolve conflicts between competing forum clauses.
• Limits on the decision: The opinion does not establish a general rule governing nonsignatory enforcement under German law, determine liability, or bring all disputes between shareholders within one contractual forum.

Because the opinion is unpublished, its practical value lies chiefly in its persuasive application of established doctrine. Its reasoning offers guidance, but the binding rules come from the controlling authorities it applies.

6. Complex Concepts Simplified

Forum-selection clause

A contractual provision identifying where covered disputes must be litigated. This clause selected Munich exclusively.

Forum non conveniens

A doctrine allowing a court to dismiss litigation in favor of another appropriate forum. Here, dismissal enforced the parties’ selected foreign forum rather than deciding the underlying claims.

Forfeiture

The loss of an argument through failure to raise it at the proper time. It differs from an intentional relinquishment, commonly called waiver.

Nonsignatory

A person or entity that did not sign the relevant contract. Whether such a party may enforce a contractual clause was not decided here because the objection was forfeited.

Scope versus enforceability

Scope asks whether the clause covers the parties or dispute in question. Enforceability asks whether the law permits giving the clause effect. An objection on one ground does not necessarily preserve every other objection.

“But-for” connection

A link showing only that one event would not have occurred without another. Such a remote causal link is insufficient by itself; the claim must connect meaningfully to the contractual relationship.

De novo and abuse-of-discretion review

De novo review independently examines a legal question. Abuse-of-discretion review gives the district court greater latitude and asks whether its decision reflects a clear judgment error or an incorrect legal standard.

7. Conclusion

The opinion illustrates that a broad shareholder forum-selection clause can reach tort claims involving later financing when the alleged wrongdoing directly concerns the shareholder relationship the agreement established. A separate instrument and noncontractual claim labels do not, by themselves, defeat that connection.

Equally important is the procedural lesson: objections to enforcement by nonsignatories must be preserved in the district court. The Eleventh Circuit affirmed litigation in the contractually selected forum without deciding either the defendants’ liability or the merits of the forfeited nonsignatory objection.