Slaughter, J.
We hold that a valid forum-selection clause, in which the parties agree by contract to litigate their disputes in a specific forum, does not deprive a trial court of personal jurisdiction over parties that would otherwise be subject to the court’s jurisdiction. Thus, the trial court erred in dismissing the plaintiff’s claims against the Indiana-resident defendants under Trial Rule 12(B)(2). But we nevertheless affirm the court’s without-prejudice dismissal on this record for two reasons. First, the disputed forum-selection clause is mandatory and unambiguous in requiring that suit be brought in Texas not Indiana. And, second, the plaintiff has not satisfied its burden of showing that the clause is invalid. Thus, the trial court was correct to dismiss the amended Indiana complaint without prejudice, though for a reason other than lack of personal jurisdiction.
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A. The forum-selection clause is mandatory and unambiguous.
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Here, the disputed contract contains no antecedent list of other items to which the reader can refer to interpret the meaning of “this state”. Just as it takes two points to determine a line in geometry, it takes at least two items within a list to establish a pattern from which a generic catch-all phrase at the end of the list can be interpreted under the ejusdem generis canon. Stated differently, the canon applies only to the following format— “A, B, [C, etc.] and other like items”—which is not present here.
B. The forum-selection clause is valid and enforceable.
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On this record, O’Bryant did not satisfy his burden of establishing that the forum-selection clause was invalid.
C. The validity of the forum-selection clause does not divest the Indiana trial court of personal jurisdiction over these Indiana parties.
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We hold that a valid forum-selection clause does not divest a trial court of personal jurisdiction over parties otherwise subject to the court’s jurisdiction. Parties are free to consent to having their disputes litigated in a forum in which they would not otherwise be amenable to suit. And when they elect to do so, as here, they submit to the personal jurisdiction of the distant forum. But by consenting to personal jurisdiction in a different forum, they do not thereby deprive other jurisdictions—such as those where they live and do business—of personal jurisdiction, too. Personal jurisdiction is not a zero-sum game in which agreeing to personal jurisdiction elsewhere divests jurisdiction at home. Thus, the parties’ consent to suit in Texas did not deprive the court below of personal jurisdiction. The parties, all residents of Indiana or companies doing business here, remain subject to the jurisdiction of an Indiana tribunal. The trial court thus erred in dismissing O’Bryant’s amended complaint under Rule 12(B)(2). We specifically disapprove of Dexter Axle and Grott to the extent they authorize a 12(B)(2) dismissal whenever parties have agreed to litigate their disputes in a different forum.
As an aside, we note that a dismissal for lack of personal jurisdiction does not adjudicate the merits but merely requires that the merits be litigated elsewhere—in a forum in which the parties are amenable to suit. Here, the defendants sought dismissal of the amended complaint “with prejudice”—a proposed merits disposition that can have preclusive effect in other litigation. Given the posture of this case and the trial court’s dismissal without prejudice, we do not decide whether a defendant waives an objection to personal jurisdiction by seeking a dismissal with prejudice. We leave that issue for another day.
D. We recognize an alternative motion for enforcing a forum-selection clause.
Finally, having concluded that 12(B)(2) is not the correct vehicle for enforcing a forum-selection clause, we recognize an alternative for obtaining that relief.
One option is for the defendant to file a stand-alone motion to enforce a forum-selection clause, arguing the parties’ written agreement requires their dispute to be litigated elsewhere…
By recognizing this procedural vehicle, we do not foreclose other possible options for enforcing a forum-selection clause against a litigant that sued in an unapproved forum. Once our opinion is certified, we will ask our rules committee to consider various options for amending our rules of trial procedure to formalize a process for enforcing forum-selection clauses.
Conclusion
For these reasons, we affirm the trial court’s dismissal of the amended complaint without prejudice. Although the court erred in basing its dismissal on lack of personal jurisdiction, dismissal was nevertheless warranted on this record. The disputed forum-selection clause is mandatory and unambiguous in requiring that suit be brought in Texas. And the plaintiff did not satisfy its burden of showing that the clause is invalid and thus unenforceable.
Rush, C.J., and Massa and Goff, JJ., concur.
David, J., concurs in result.