Takeaway: The Brazilian Superior Court of Justice (STJ) reaffirmed that: (i) forum selection clauses remain enforceable, as long as they are not abusive; and (ii) the 2024 legislative amendment on the matter does not apply to preexisting contracts

Law No. 14,879/24 (“New Law”) amended Article 63 of the Civil Procedure Code (CPC) to require that forum selection clauses be tied to either the domicile of the parties or the locus of the underlying business transaction.

The aim of the New Law is to combat abuses, particularly in consumer relationships and contracts marked by a power imbalance. However, the change raised concerns in the business community: would this limitation apply to contracts between companies, where contractual autonomy is highly valued? And further: would the new rule apply retroactively to contracts signed before the enactment of the New Law?

In a recent decision, STJ confirmed that forum selection clauses remain valid in contracts between businesses with equal bargaining power, even if they were signed before the new law came into effect. The ruling came in Case No. 206.933/SP, led by Justice Nancy Andrighi and published in Jurisprudence Bulletin No. 842. STJ is Brazil's highest court for civil and commercial matters.

According to the STJ, forum selection clauses remain generally valid when there is a reasonable connection to the chosen forum — especially in contracts between companies with similar negotiating power. For the STJ, when there is a legitimate connection to the business activity or commercial interests, there is no immediate barrier to the validity of the forum selection clause.

Furthermore, STJ ruled that the New Law does not apply to claims filed before it came into force.

In other words, lawsuits filed before the New Law will continue to follow the forum agreed in the contract — even if that choice could be considered abusive under the new rules.

To access the full judgment (in Portuguese), click here.

The team at MAC Advogados has deep expertise in handling contractual disputes and is fully equipped to provide strategic guidance in light of the recent legislative changes and STJ interpretations. You can rely on us to safeguard your interests with professionalism, clarity, and security.