Slaughter, J.
Indiana courts generally hold contracting parties to their bargain, and that is especially true of commercial parties. The issue here is whether to enforce a forum-selection clause requiring an Indiana dispute between commercial parties to be heard in federal court in Maryland. The trial court said yes; a divided appellate court said no. We granted transfer and now affirm the trial court in part and reverse in part.
First, we enforce the forum-selection clause over the plaintiff’s objection, though that means some of its claims will be heard in Maryland, and others (against non-contracting defendants) will be heard in Indiana. In doing so, we reject the plaintiff’s strategic pleading to avoid the forum-selection clause by suing the contracting defendant’s Indiana-based employees individually. Second, we decline to apply the forum-selection clause to the plaintiff’s claims against the individual employees. These employees (unlike their employer) are not parties to the forum-selection clause, and they are not in privity with their employer.
….
We seldom relieve contracting parties from their agreed forum. Commercial parties seeking such relief face an especially onerous burden. They must show the chosen forum will be so burdensome as to deprive them of their day in court. We hold that Perdue has not met this burden. Thus, the forum-selection clause is enforceable here. Perdue must litigate its claims against U.S. Security in the Maryland federal court.
At the same time, non-parties to a contract generally are not subject to its terms—neither its benefits nor its burdens. That means the forum-selection clause typically would not apply to Perdue’s claims against U.S. Security’s three employees—Freeman, Hill, and Nelson—on duty when L&B Transport delivered the aluminum chloride to Perdue’s plant. Yet this case presents an unusual wrinkle. Perdue’s negligence claims against the employees arise from their duties under the security-service contract. U.S. Security and Perdue may have intended the forum-selection clause to govern such suits against employees. After all, the parties’ agreement— including its forum-selection clause—applies to all disputes “arising from or related to” their agreement. But U.S. Security and the employees fail to present our Court with a viable argument for applying the forum-selection clause to the non-party employees. We decline to overlook their waiver of this issue.
….
First, Perdue is incorporated in Maryland, maintains its headquarters there, and is registered to do business here in Indiana, where it owns and operates a major poultry-processing plant. Given Perdue’s considerable presence in both states, enforcing the parties’ choice of a Maryland forum while some claims remain in Indiana will not burden Perdue enough to warrant ignoring the clause.
….
Second, Indiana public policy does not forbid enforcing the forum-selection clause even though it would spawn multiple lawsuits….
….
Perdue’s status as U.S. Security’s customer does not dissuade us from enforcing the Maryland clause. What might be a colorable argument from an ordinary customer falls flat when made by a business titan. Unlike in Farm Bureau, nothing in the record suggests Perdue is an unsavvy customer unable to protect its interests in an arm’s-length negotiation with a business counterparty. Perdue is not David; U.S. Security is not Goliath. We are unwilling to extend Farm Bureau to disputes between commercial parties.
Third, commercial parties are best suited to anticipate and assess the benefits and burdens of doing business in multiple jurisdictions. And that includes the risks of litigating disputes across many venues. Without doubt multi-forum litigation can be costly. And litigating the same facts in more than one jurisdiction risks inconsistent judgments. But such uncertainties are a fact of life in today’s business climate. Perdue should have expected that possibility when it agreed to litigate in Maryland…
….
Contracts generally apply only to their signatories and to non-signatories in privity with a signatory. Under this rule, Perdue’s claims against U.S. Security’s three employees would not be subject to the forum-selection clause. The employees did not sign the agreement with Perdue, and they are not in privity with their employer, U.S. Security. If presented with the right argument, we might be willing to enforce a forum-selection clause for employees in a case where claims against defendant employees arise from a contract between the plaintiff and their co-defendant-employer. But U.S. Security’s and the employees’ waiver counsels against deciding that issue here. Thus, we hold that the forum-selection clause applies to Perdue’s claims against U.S. Security, but not to those against the employees.
….
U.S. Security and its employees acknowledge the employees are not parties to the security-service contract with Perdue. And the employees did not take part in negotiating or executing the Perdue contract. U.S. Security and its employees nonetheless argue the employees are in privity with their employer because their interests “are so identical [to U.S. Security’s] as to represent the same legal right.” ISP.com, 805 N.E.2d at 774 (internal quotation mark omitted). The employees’ and U.S. Security’s interests are supposedly “identical” for two reasons, but both contentions fail.
…
Perdue’s strategic pleading here highlights how a plaintiff may seek to avoid a presumptively valid forum-selection clause: sue both the employer and its employees and allege individual and respondeat-superior liability. If the court enforces the forum-selection clause against the employer, the argument goes, claims against non-contracting employees arising from the contract are exempt from the forum-selection clause.
….
Though U.S. Security and its employees mentioned the transaction-participant doctrine, they did not argue in the trial court or on appeal that the doctrine applies here. They sought relief only under a privity theory and so waived any argument based on the transaction-participant doctrine. Safeco Ins. Co. of Ind. v. Blue Sky Innovation Grp., Inc., 230 N.E.3d 898, 907 (Ind. 2024). Thus, we do not rely on the doctrine here as a ground for applying the forum-selection clause to the employees. We hold instead that the forum-selection clause applies only to Perdue’s claims against U.S. Security.
* * *
For these reasons, we affirm the trial court’s order dismissing Perdue’s claims against U.S. Security for improper venue, reverse its order dismissing U.S. Security’s three employees, and remand for further proceedings consistent with our opinion.
Massa, Goff, and Molter, JJ., concur. Rush, C.J., concurs with separate opinion.
Rush, C.J., concurring.
I agree with the Court’s conclusions that “the forum-selection clause is enforceable” and that U.S. Security and its employees failed to present us “with a viable argument for applying the forum-selection clause to the non-party employees.” Ante at 5. As for the second conclusion, we were not provided with a supported legal basis for finding the three employees to be in privity with U.S. Security solely for enforcing one contractual provision. But, absent privity, several courts have used theories based on equitable-estoppel principles to allow non-signatory defendants to enforce forum-selection clauses. The Court highlights one such tool—the “transaction-participant doctrine.” Id. at 11. I write separately to highlight two other doctrines that might also prevent a signatory plaintiff, such as Perdue, from circumventing a valid forum-selection clause through strategic pleading.
….
In sum, the closely related doctrine and intertwined-claims estoppel— along with the transaction-participant doctrine—are equitable theories that non-signatory defendants can raise to enforce a forum-selection clause. Though our Court has yet to consider any of them, each has the potential to respect the contracting parties’ expectations, prevent the evasion of forum-selection clauses through strategic pleading, and ensure related disputes are litigated in a single, predictable forum. Cf. Doe v. Carmel Operator, LLC, 160 N.E.3d 518, 525–26 (Ind. 2021) (declining to endorse alternative equitable-estoppel theories that “require no relationship—not even a cursory one—between the parties”). But because U.S. Security and its employee have relied only on privity, it would be improper for us to either consider or invoke theories based on equitable-estoppel principles. I therefore concur.