When forum selection provisions have been obtained through freely negotiated agreements, they are not unreasonable and unjust, and their enforcement does not offend due process. Likewise, a valid forum selection clause, unlike a choice of law clause, may act as a waiver to objections to personal jurisdiction. Properly drafted forum selection clauses are prima facia valid and presumptively enforceable because they allow parties to designate, in advance, the forum in which their dispute will be heard. This presumption, however, may be overcome by showing that the clause is unreasonable under the circumstances.

Micro Focus relied exclusively on the clause for the basis of personal jurisdiction. In its view, the clause was enforceable against Bell Canada because it unambiguously vested the court with jurisdiction over End User License Agreements ("EULA") executed by North American purchasers. According to Micro Focus, in the context of North American purchasers, "courts of the country determining the applicable law as aforesaid" refers to federal courts of the United States because Maryland is part of the United States and because "of" denotes sovereignty rather than geography. Therefore, Micro Focus contended that by executing the EULA, Bell Canada consented to the jurisdiction of any federal court in the United States, including the United States District Court for the District of Maryland.

Bell Canada argued that the clause was unenforceable and that there was no other basis for personal jurisdiction since Bell Canada was a Canadian corporation with its principal place of business in Toronto, Ontario. It argued that the forum selection clause was ambiguous and nonsensical and pointed out that the North American choice of law provision did not identify any "country"; rather, it only mentioned "the state of Maryland." Accordingly, in Bell Canada's view, the clause did not select a forum for disputes arising out of licensing agreements executed by North American purchasers. Therefore, Bell Canada argued that it did not waive its objections to personal jurisdiction.

Applying Maryland law, the court found that Micro Focus' interpretation was unreasonable because it required two questionable inferences. First, that the "country" governing licenses executed by North Americans must be the United States because Maryland is part of the United States. Second, that "courts of the country" means all federal courts in the United States. Both of these inferences were tenuous and, therefore, Micro Focus' contention that the forum selection clause unambiguously referred to the federal courts of the United States was rejected. Further, the Court found that the "clause at issue is . . . nonsensical in that it vests courts with exclusive jurisdiction over a ‘License Agreement' rather than over parties or over actions arising out of the License Agreement." Finally, possibly as an admonition to drafters of contracts, the court warned that "the best of intentions, if not clear and unequivocally communicated, simply will not suffice when it comes to a waiver of objections to personal jurisdiction."

Due to the fundamental interest at stake, the court interpreted the forum selection clause as being ineffective to constitute consent to personal jurisdiction of the Court over a license executed by North American purchasers of Micro Focus' software. Thus, Bell Canada did not waive its objections to personal jurisdiction when it executed the EULA.