Northern Nat. Gas Co. v. Centennial Resource Prod.

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Nebraska Supreme Court Advance Sheets
316 Nebraska Reports
NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
Northern Natural Gas Company, a Delaware
corporation, appellee, v. Centennial Resource
Production, LLC, a Delaware limited
liability company, appellant.
___ N.W.3d ___
Filed March 29, 2024. 	No. S-23-647.
1. Jurisdiction: Evidence. If a court holds an evidentiary hearing on the
issue of personal jurisdiction or decides the matter after trial, then the
plaintiff bears the burden of demonstrating personal jurisdiction by a
preponderance of the evidence.
2. Judgments: Jurisdiction: Appeal and Error. When a jurisdictional
question does not involve a factual dispute, determination of a juris-
dictional issue is a matter of law which requires an appellate court to
reach a conclusion independent from the trial court’s; however, when
a determination rests on factual findings, a trial court’s decision on the
issue will be upheld unless the factual findings concerning jurisdiction
are clearly incorrect.
3. Appeal and Error. Vague or conclusory assertions unsupported by
coherent analytical argument fail to satisfy the requirement of arguing
an assigned error to obtain consideration by an appellate court.
4. ____. An appellate court does not consider arguments only clearly
articulated on appeal in oral arguments or a reply brief.
5. Jurisdiction: Words and Phrases. Personal jurisdiction is the power of
a tribunal to subject and bind a particular entity to its decisions.
6. Due Process: Jurisdiction. The Due Process Clause of the U.S.
Constitution requires that individuals have fair warning that a particular
activity may subject them to the jurisdiction of a foreign sovereign.
7. Constitutional Law: Due Process. The Due Process Clause protects an
individual’s liberty interest in not being subject to the binding judgments
of a forum with which he or she has established no meaningful contacts,
ties, or relations.
Nebraska Supreme Court Online Library
www.nebraska.gov/apps-courts-epub/
10/14/2026 08:38 AM CDT

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Nebraska Supreme Court Advance Sheets
316 Nebraska Reports
NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
8. Courts: Liability. A court’s ability to impose liability should be predict-
able to the parties before the court based on their own actions.
9. Jurisdiction: Waiver. Because the requirement of personal jurisdiction
represents an individual right, it can, like other such rights, be waived.
10. Jurisdiction: States: Contracts: Waiver. A valid and enforceable
choice of forum clause in a contract is sufficient in itself to waive the
requirement of minimum contacts and to submit a nonresident to the
jurisdiction of the forum state.
11. Jurisdiction: Contracts. It can hardly be said that a defendant cannot
reasonably anticipate being haled into court in a jurisdiction identified
by a valid forum selection clause.
12. ____: ____. Absent a showing that trial in the contractual forum will
be so gravely difficult and inconvenient that the party challenging the
clause will be deprived of his or her day in court, there is no basis for
concluding that it would be unfair, unjust, or unreasonable to hold that
party to his or her bargain.
13. Due Process: Jurisdiction: Contracts. Due process is satisfied when
a defendant consents to personal jurisdiction by entering into a con-
tract that contains a valid forum selection clause and it is not a forum
non conveniens.
14. Jurisdiction: Statutes: Words and Phrases. The language of Neb.
Rev. Stat. § 25-414 (Reissue 2016) was intended to prevent a court from
exercising jurisdiction where that exercise would result in injustice or in
substantial inconvenience to the parties.
15. Due Process: Jurisdiction: States: Contracts. As a practical matter,
any forum selection clause which meets the Model Uniform Choice
of Forum Act’s requirement that Nebraska be a reasonably convenient
place for the trial of the action will also satisfy the Due Process Clause’s
requirement that trial of the action in Nebraska not be so gravely dif-
ficult and inconvenient that the party challenging the clause will be
deprived of his or her day in court.
16. Jurisdiction: States. The doctrine of forum non conveniens (literally,
“an unsuitable court”) provides that a state will not exercise jurisdiction
if it is a seriously inconvenient forum for the trial of the action, provided
that a more appropriate forum is provided to the plaintiff.
17. Jurisdiction: Words and Phrases. Forum non conveniens refers to the
discretionary power of a court to decline jurisdiction when the conve-
nience of the parties and the ends of justice would be better served if the
action were brought and tried in another forum.
18. Courts: Jurisdiction. A plaintiff’s choice of a forum should not be
disturbed except for weighty reasons, and only when trial in the chosen
forum would establish oppressiveness and vexation to a defendant out of

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Nebraska Supreme Court Advance Sheets
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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
all proportion to the plaintiff’s convenience, or when the forum is inap-
propriate because of considerations affecting the court’s own administra-
tive and legal problems.
19. Jurisdiction: Contracts: Waiver. When parties agree to a forum selec-
tion clause, they waive the right to challenge the preselected forum as
inconvenient or less convenient for themselves or their witnesses, or for
their pursuit of the litigation; in essence, they waive the right to chal-
lenge the private interest factors.
20. Courts: Jurisdiction. In determining the convenience of the forum, the
trial court should consider practical factors that make trial of the case
easy, expeditious, and inexpensive, such as the relative ease of access to
sources of proof, the cost of obtaining attendance of witnesses, and the
ability to secure attendance of witnesses through compulsory process.
21. Courts: Jurisdiction: States. In determining the convenience of the
forum, it is appropriate to consider the advantages of having trial in a
forum that is at home with the state law that must govern the case, rather
than having a court in some other forum untangle problems in conflict of
laws, and in law foreign to itself.
22. Jurisdiction: Proof. In any balancing of conveniences, a real showing
of convenience by a plaintiff who has sued in his or her home forum will
normally outweigh the inconvenience the defendant may have shown.
23. Jurisdiction: Contracts. A minimum contacts analysis is not appropri-
ate in determining the validity of forum selection clauses in commer-
cial contracts.
24. ____: ____. The minimum contacts analysis and the contractual consent
to jurisdiction analysis are separate analyses.
25. ____: ____. The language of Neb. Rev. Stat. § 25-414 (Reissue 2016)
that “the agreement provides the only basis for the exercise of juris-
diction” merely means that the choice of forum clause is a necessary
component to the assertion that there is personal jurisdiction on the
grounds of contractual consent and that minimum contacts are not part
of this inquiry.
26. Constitutional Law: Statutes: Legislature: Presumptions: Intent:
Appeal and Error. An appellate court must construe a statute in a way
that is constitutional where possible, as well as presume the Legislature
intended a sensible rather than an absurd result.
27. Jurisdiction. The Model Uniform Choice of Forum Act does not dictate
the order in which a court may analyze alternative arguments for per-
sonal jurisdiction.
Appeal from the District Court for Douglas County: Timothy
P. Burns, Judge. Affirmed.

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Nebraska Supreme Court Advance Sheets
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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
David A. Domina, of Domina Law Group, P.C., L.L.O., and
Patrick G. Compton, of Ballard Spahr, L.L.P., pro hac vice, for
appellant.
Patrick S. Cooper, of Inserra | Kelley | Cooper | Sewell, and
Katherine A. McNamara, of Fraser Stryker, P.C., L.L.O., for
appellee.
Heavican, C.J., Miller-Lerman, Cassel, Stacy, Papik,
and Freudenberg, JJ.
Freudenberg, J.
I. INTRODUCTION
A corporation providing natural gas pipeline transportation
services sued a shipper that had contracted for it to transport
natural gas from Texas to Kansas. The transporter alleged
breach of contract after the shipper, due to a cold weather event
in Texas, was unable to utilize its reserved pipeline capacity,
and it refused to pay its invoice corresponding to those dates.
The transporter has its principal place of business in Omaha,
Nebraska, while the shipper has its principal place of busi-
ness in Denver, Colorado. The district court concluded it had
personal jurisdiction over the shipper based on the shipper’s
contractual consent. Alternatively, the court found sufficient
minimum contacts with Nebraska during the formation and
implementation of the parties’ 3-year business relationship to
support personal jurisdiction. We affirm on the grounds of con-
tractual waiver and find it unnecessary to address the alterna-
tive grounds of minimum contacts.
II. BACKGROUND
Northern Natural Gas Company (Northern) is a Delaware
corporation that engages in the transportation of natural gas
in interstate commerce, operating approximately 14,600 miles
of pipeline geographically located from Texas to Michigan
and running through Nebraska. Northern’s principal place of
business is in Omaha, where it has its headquarters. Northern
oversees the maintenance of its pipeline from that location.

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Nebraska Supreme Court Advance Sheets
316 Nebraska Reports
NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
Centennial Resource Production, LLC (Centennial), now
known as Permian Resources Operating, LLC, is an oil and
natural gas company with production assets located in western
Texas and southeastern New Mexico. Centennial is a Delaware
limited liability company with its principal place of business
in Denver.
Centennial submitted a bid to Northern for the “open sea-
son” that commenced on March 13, 2018, and ended on March
21. Northern eventually accepted the bid and agreed to trans-
port natural gas from Texas, where Centennial’s wells were
located, to Kansas, up to a maximum daily reserved capacity.
1. Contracts
Five contracts governed the parties’ relationship. Centennial
and 	Northern 	entered 	into 	a 	“Firm 	Throughput 	Service
Agreement” (Service Agreement) with an initial term from
April 1, 2018, to March 31, 2020, which was subsequently
amended effective April 1, 2020, to extend the term through
March 31, 2021. The initial Service Agreement and the
amended Service Agreement were subject to and incorpo-
rated Northern’s gas tariff (Tariff) that has been approved by
the Federal Energy Regulatory Commission (FERC). Also,
Centennial executed a “Joinder in Master Escrow Agreement”
(Joinder Agreement) by which it joined in Northern’s mas-
ter 	escrow 	agreement 	(Master 	Escrow 	Agreement) 	with
U.S. Bank.
(a) Service Agreement
The Service Agreement set forth the requirement that for-
mal communication be directed to Northern’s Omaha office.
It stated:
Any notice, statement, or bill provided for in this
Agreement shall be in writing and shall be considered as
having been given if delivered personally, or if mailed
by United States mail, postage prepaid, or if sent by
express mail, overnight delivery, telex, telecopy or other
mutually agreeable means of electronic transmission,

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Nebraska Supreme Court Advance Sheets
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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
to Shipper when sent to the address set forth on this
Agreement and to Northern when sent to the following:
The agreement then listed Northern’s Omaha office’s mail-
ing address and fax number for “All Notices/Accounting
Matters.” 	For 	“Payments 	to 	Designated 	Depository,” 	the
Service Agreement set forth a specific account number at U.S.
Bank, giving its address at a branch in Omaha.
The 	Service 	Agreement 	contained 	provisions 	expressly
incorporating Northern’s Tariff:
This 	Agreement 	constitutes 	the 	entire 	agreement
between the parties with respect to the subject matter
of this Agreement and shall be binding upon and shall
inure to the benefit of the parties hereto and their respec-
tive successors and assigns. No promises, agreements
or warranties additional to this Agreement other than as
may be contained in Northern’s FERC Gas Tariff will
be deemed to be a part of this Agreement nor will any
alteration, amendment or modification be effective unless
confirmed in writing by the parties.
. . . .
This Agreement shall incorporate and in all respects
shall 	be 	subject 	to 	the 	GENERAL 	TERMS 	AND
CONDITIONS 	and 	the 	applicable 	Rate 	Schedule(s)
set forth in Northern’s FERC Gas Tariff, as may be
revised from time to time. Northern may file and seek
Commission approval under Section 4 of the Natural
Gas Act (NGA) at any time and from time to time to
change any rates, charges or other provisions set forth
in the applicable Rate Schedule(s) and the GENERAL
TERMS AND CONDITIONS in Northern’s FERC Gas
Tariff, and Northern shall have the right to place such
changes in effect in accordance with the NGA, and
this Throughput Service Agreement shall be deemed to
include such changes and any changes which become
effective by operation of law and Commission Order,
without prejudice to Shipper’s right to protest the same.

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Nebraska Supreme Court Advance Sheets
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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
(b) Tariff
The Tariff is posted on Northern’s website. Under section
13 of the general terms and conditions, regarding the term
“applicable law,” the Tariff states that “[a]s to all matters of
construction and interpretation, the service agreement shall be
interpreted, construed and governed by the laws of the State
of Nebraska.”
Section 17 of the Tariff provides that customers should
direct all oral and written complaints regarding transactions
to the “Chief Compliance Officer,” listing for that contact
Northern’s address in Omaha and a phone number at that office
with a “402” area code.
Section 18 of the Tariff states that communication of pricing
and capacity information can be found on Northern’s website.
It also states that Northern may communicate information of
general interest to potential shippers, and it directs parties
to send a request to Northern at its Omaha office to ensure a
party falls within the definition of a potential shipper.
The Tariff expressly contemplates shippers’ obligations to
maintain creditworthiness, stating that “[p]rior to execution
of a Service Agreement, providing for service under any Rate
Schedule, a Shipper or a prospective shipper . . . shall be
required to establish creditworthiness with Northern.”
It 	contemplates 	the 	possibility 	of 	entering 	into 	further
agreements to establish creditworthiness with Northern. The
Tariff states that such agreements shall constitute one unitary
unseverable agreement with the service agreement:
Northern 	and 	Shipper 	may 	enter 	into 	agreements
to implement the provisions of this section or agree-
ments related to credit and/or repayment for the cost
of construction of mainline or lateral facilities. Any
such 	agreement(s), 	along 	with 	the 	Shipper’s 	service
agreement(s), constitute one unitary unseverable agree-
ment and memorialize the terms and conditions of a
single transaction. A default under either agreement shall
constitute a default under the other agreement. Upon

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Nebraska Supreme Court Advance Sheets
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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
Shipper’s default, Northern shall have all rights granted
to it by law or equity, including those contained in this
Tariff and the agreements.
(c) Joinder Agreement
The Joinder Agreement signed by Centennial in March
2023 provided that “the Shipper hereby joins in and becomes
a Shipper under the Master Escrow Agreement.” Furthermore,
“[t]he Shipper has received a copy of the Master Escrow
Agreement, understands its provisions and Shipper hereby
adopts and agrees to be bound by all of the provisions of the
Master Escrow Agreement and all of the provisions of the
Master Escrow Agreement hereby being incorporated herein.”
(d) Master Escrow Agreement
Northern’s Master Escrow Agreement is with U.S. Bank.
The agreement was formed in 2015. The Master Escrow
Agreement defines that the term “joinder” “shall mean that
certain written agreement of the Shipper, substantially in the
form of Exhibit A hereto, executed by Shipper, Company
and the Escrow Agent pursuant to which Shipper has agreed
to become a ‘Shipper’ for all purposes hereunder and to be
bound by the terms of this Escrow Agreement.”
The Master Escrow Agreement, under section 15, provides:
Consent 	to 	Jurisdiction 	and 	Venue. 	THE 	PARTIES
HERETO AGREE TO THE PERSONAL JURISDICTION
BY AND VENUE IN THE COURTS OF THE STATE OF
NEBRASKA, SITTING IN THE CITY OF OMAHA,
COUNTY OF DOUGLAS . . . AND WAIVE ANY
OBJECTION TO SUCH JURISDICTION OR VENUE.
THE PARTIES HERETO CONSENT TO AND AGREE
TO SUBMIT TO THE EXCLUSIVE JURISDICTION
OF ANY OF THE COURTS SPECIFIED HEREIN AND
AGREE 	TO ACCEPT 	SERVICE 	OF 	PROCESS 	TO
VEST PERSONAL JURISDICTION OVER THEM IN
ANY OF THESE COURTS.

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
Section 20 states: “Governing Law. This Escrow Agreement
shall be construed and interpreted in accordance with the inter-
nal laws of the State of Nebraska without giving effect to the
conflict of laws principles thereof.”
The Master Escrow Agreement further sets forth that “[a]ll
notices, approvals, consents, requests, and other communica-
tions hereunder shall be in writing” and, if to Northern, “shall
be delivered” to Northern’s Omaha address specified therein or
by a fax to the phone number listed with a “402” area code or
by email by way of a PDF attachment.
2. Cold Weather Event
and Lawsuits
From February 12 through 19, 2021, a cold weather event
caused disruptions, reducing the available upstream supply of
natural gas. Northern’s pipeline system was able to perform
and did not have any outages or equipment failures due to the
cold weather event. However, Centennial was unable to pro-
cess natural gas in Texas and deliver it into Northern’s pipeline
during that time. Centennial sent a fax to Northern, giving it
notice of an event of force majeure.
Centennial and Northern disagreed as to the meaning and
applicability of a force majeure provision of the Tariff incor-
porated into the Service Agreement. Centennial refused to
pay that part of Northern’s invoice corresponding to the 4
days Centennial was unable to deliver gas into the pipeline.
Northern sued Centennial in the district court of Douglas
County, Nebraska, for a declaratory judgment that under the
terms of a Service Agreement and the Tariff, Centennial owed
Northern the reservation charges incurred from February 12
through 19, 2021. Northern filed a similar lawsuit against
Centennial in Texas, which has been stayed pending a final
determination in the Nebraska lawsuit.
3. Pretrial Motions
The district court overruled Centennial’s motion to dis-
miss for lack of personal jurisdiction, and Centennial raised

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
the alleged lack of personal jurisdiction as an affirmative
defense. The court granted partial summary judgment in favor
of Northern on the underlying merits, concluding that under
the plain language of the Tariff, a force majeure event does not
excuse Centennial’s obligation to make payments owed under
the Service Agreement and Tariff and that enforcing the plain
terms of the Tariff would not lead to an unconscionable result.
The court then granted partial judgment in favor of Northern
on all of Centennial’s remaining affirmative defenses to its
contractual obligations, with the question of personal jurisdic-
tion being the only issue remaining to be decided. Centennial
did not plead federal preemption as an affirmative defense to
personal jurisdiction.
4. Trial on Personal Jurisdiction
The matter of personal jurisdiction and damages was sched-
uled for a bench trial. At trial, Centennial did not dispute
Northern’s claim and calculation for damages and only dis-
puted the issue of personal jurisdiction.
The capacity optimization manager of Northern testified at
trial concerning the bidding process during open season. The
open season is the vehicle by which Northern receives bids
from potential customers for capacity on Northern’s pipeline.
He testified the process is governed by FERC. Capacity avail-
able for bid is posted on Northern’s website, and customers
are directed to fill out and send back a binding bid form,
found on the website, to Northern in Omaha via fax or email.
Centennial’s bid form was received via email by Northern’s
capacity optimization team in Omaha in March 2018.
If awarded capacity during open season, the relationship
is handed over to Northern’s credit department and customer
service team to begin the process of contract formation.
Northern’s credit manager, who oversees the credit depart-
ment located in Omaha, explained that the credit department
reviews prospective customers’ credit applications to deter-
mine if they demonstrate creditworthiness. Submission of a

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
credit application is a prerequisite to a potential customer’s
doing business with Northern.
If a prospective customer is unable to demonstrate credit-
worthiness, Northern’s credit department will require, as a
condition for doing business with it, credit assurance by way of
a letter of credit, three-party escrow, or a guarantee.
Centennial was awarded capacity on Northern’s pipeline
during open season, and Centennial submitted a credit appli-
cation to Northern’s credit risk team in Omaha. The credit
department in Omaha determined that Centennial did not sat-
isfy Northern’s creditworthiness requirements.
After Centennial’s issuing bank was unable to provide a
letter of credit that was satisfactory to Northern, Centennial
elected to satisfy the creditworthiness requirement by pro-
viding an escrow. Centennial elected to do this by joining in
Northern’s Master Escrow Agreement with U.S. Bank. The
Joinder Agreement provided assurances to Northern that it
would be paid for the services Centennial provided under its
Service Agreement with Northern.
Centennial presented an expert to testify about natural gas
regulations. Centennial’s expert witness described that a pipe-
line provider like Northern is required to maintain a tariff and
that FERC has detailed regulations pertaining to the required
content of a tariff. The expert confirmed that various aspects
of Northern’s tariff were required by federal regulations,
including the types of information a prospective shipper must
submit to satisfy creditworthiness. Each interstate pipeline
has its own tariff and each is different, but “they all have to
comply with the same set of detailed regulations as to what
will be in them and what it’ll say.” The expert testified that
a pipeline’s tariff is public information and that it is always
the case that a pipeline’s tariff is incorporated into its service
agreements with shippers. On cross-examination, the expert
conceded that if Centennial had not wished to comply with
the terms of Northern’s tariff, it could have done business with

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
a different pipeline. The expert testified, “There were lots of
hungry pipelines headed north . . . .”
5. Judgment for Northern
The district court entered judgment in favor of Northern.
The court found, firstly, that Centennial consented to personal
jurisdiction by joining Northern’s Master Escrow Agreement
that contained an express consent to jurisdiction in Nebraska
and waiver of the personal jurisdiction defense. It found that
the Tariff unambiguously provides that the Service Agreement,
Joinder Agreement, and Master Escrow Agreement become
one 	unitary 	unseverable 	agreement. The 	court 	noted 	that
Centennial was aware, even before entering into the Service
Agreement, that it would need to meet the creditworthiness
provisions of Northern’s Tariff and that although Centennial
could have utilized a letter of credit, it chose to execute the
Joinder Agreement, thereby making it a credit-related agree-
ment. The forum selection clause found in the Master Escrow
Agreement applied equally to the Service Agreement as one
unitary agreement. And the court found the language of the
Master Escrow Agreement clearly and unambiguously sub-
jected any party to the Master Escrow Agreement to personal
jurisdiction in Nebraska and to the application of Nebraska
law. The court stated it did not believe an analysis under Neb.
Rev. Stat. § 25-414 (Reissue 2016) of the Model Uniform
Choice of Forum Act was necessary, because Northern did not
claim that the forum selection clause was the only basis for
personal jurisdiction.
Secondly, and as an alternative basis for personal jurisdic-
tion, the court found sufficient minimum contacts to subject
Centennial to personal jurisdiction in a suit arising out of
or relating to those contacts with the forum. It found that
Centennial purposefully conducted business with Northern by
reaching out and submitting a bid during open season. Notices
for the bidding season specifically identified Northern’s Tariff
that states on its face Northern’s location and address in

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
Cite as 316 Neb. 263
Omaha. Furthermore, the open season was posted on Northern’s
website, which clearly shows Northern’s location in Omaha.
Additionally, throughout the course of the business relation-
ship, Centennial sent numerous communications to Northern
in Omaha, including the open season bid, credit application,
Joinder Agreement, Service Agreement, right of first refusal,
and amendment to the Service Agreement. Centennial also
regularly communicated with Northern by email, fax, and
telephone and used Northern’s interactive website to comply
with and execute its Service Agreement.
Centennial appeals.
III. ASSIGNMENT OF ERROR
Centennial assigns that the trial court erred in conclud-
ing that Centennial is subject to the personal jurisdiction of
Nebraska’s courts.
IV. STANDARD OF REVIEW
[1] If a court holds an evidentiary hearing on the issue of
personal jurisdiction or decides the matter after trial, then the
plaintiff bears the burden of demonstrating personal jurisdic-
tion by a preponderance of the evidence. 1
[2] When a jurisdictional question does not involve a factual
dispute, determination of a jurisdictional issue is a matter of
law which requires an appellate court to reach a conclusion
independent from the trial court’s; however, when a determi-
nation rests on factual findings, a trial court’s decision on the
issue will be upheld unless the factual findings concerning
jurisdiction are clearly incorrect. 2
V. ANALYSIS
[3,4] The sole issue presented in this appeal is whether
the 	district 	properly 	exercised 	personal 	jurisdiction 	over
1 RFD-TV v. WildOpenWest Finance, 288 Neb. 318, 849 N.W.2d 107 (2014).
2 Holste v. Burlington Northern RR. Co., 256 Neb. 713, 592 N.W.2d 894
(1999). See, also, Abdouch v. Lopez, 285 Neb. 718, 829 N.W.2d 662
(2013); Williams v. Gould, Inc., 232 Neb. 862, 443 N.W.2d 577 (1989).

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
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Centennial. In determining whether the district court erred
in 	finding 	personal 	jurisdiction, 	we 	consider 	only 	what
Centennial has both clearly and specifically assigned and
argued in its initial appellate brief. 3 Vague or conclusory
assertions unsupported by coherent analytical argument fail to
satisfy the requirement of arguing an assigned error to obtain
consideration by an appellate court. 4 And we do not consider
arguments only clearly articulated on appeal in oral arguments
or a reply brief. 5
[5-8] Personal jurisdiction is the power of a tribunal to
subject and bind a particular entity to its decisions. 6 The
Due Process Clause of the U.S. Constitution requires that
individuals have fair warning that a particular activity may
subject them to the jurisdiction of a foreign sovereign. 7 The
Due Process Clause protects an individual’s liberty inter-
est in not being subject to the binding judgments of a forum
with which he or she has established no meaningful contacts,
ties, or relations. 8 A court’s ability to impose liability should
be predictable to the parties before the court based on their
own actions. 9
[9,10] Because the requirement of personal jurisdiction
represents an individual right, it can, like other such rights,
3 See, e.g., Priesner v. Starry, 300 Neb. 81, 912 N.W.2d 249 (2018); U.S.
Pipeline v. Northern Natural Gas Co., 303 Neb. 444, 930 N.W.2d 460
(2019).
4 See, State v. Boppre, 315 Neb. 203, 995 N.W.2d 28 (2023); State v.
Wagner, 295 Neb. 132, 888 N.W.2d 357 (2016).
5 See, U.S. Pipeline v. Northern Natural Gas Co., supra note 3; State v.
Gunther, 278 Neb. 173, 768 N.W.2d 453 (2009).
6 RFD-TV v. WildOpenWest Finance, supra note 1.
7 See Ameritas Invest. Corp. v. McKinney, 269 Neb. 564, 694 N.W.2d 191
(2005).
8 See Wheelbarger v. Detroit Diesel, 313 Neb. 135, 983 N.W.2d 134 (2023).
9 Central States Dev. v. Friedgut, 312 Neb. 909, 981 N.W.2d 573 (2022).

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NORTHERN NAT. GAS CO. v. CENTENNIAL RESOURCE PROD.
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be waived. 10 A valid and enforceable choice of forum clause
in a contract is sufficient in itself to waive the requirement of
minimum contacts and to submit a nonresident to the jurisdic-
tion of the forum state. 11
[11-13] It can hardly be said that a defendant cannot rea-
sonably anticipate being haled into court in a jurisdiction
identified by a valid forum selection clause. 12 Absent a show-
ing that
“trial in the contractual forum will be so gravely dif-
ficult and inconvenient that [the party challenging the
clause] will . . . be deprived of his [or her] day in court[,]
there is no basis for concluding that it would be unfair,
unjust, or unreasonable to hold that party to his [or her]
bargain.” 13
Thus, due process is satisfied when a defendant consents to
personal jurisdiction by entering into a contract that con-
tains a valid forum selection clause and it is not a forum non
conveniens. 14
Under Nebraska law, the enforceability of a forum selection
clause is evaluated by the terms of the Model Uniform Choice
of Forum Act. 15 Section 25-414 provides:
(1) If the parties have agreed in writing that an action
on a controversy may be brought in this state and the
agreement provides the only basis for the exercise of
jurisdiction, a court of this state will entertain the action
if (a) the court has power under the law of this state
to entertain the action; (b) this state is a reasonably
10 See Lanham v. BNSF Railway Co., 305 Neb. 124, 939 N.W.2d 363 (2020),
modified on denial of rehearing 306 Neb. 124, 944 N.W.2d 514.
11 Ameritas Invest. Corp. v. McKinney, supra note 7.
12 Id.
13 Id. at 571, 694 N.W.2d at 199 (quoting The Bremen v. Zapata Off-Shore
Co., 407 U.S. 1, 92 S. Ct. 1907, 32 L. Ed. 2d 513 (1972)).
14 See Ameritas Invest. Corp. v. McKinney, supra note 7.
15 Id.

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convenient place for the trial of the action; (c) the agree-
ment as to the place of the action was not obtained by
misrepresentation, duress, the abuse of economic power,
or other unconscionable means; and (d) the defendant,
if within the state, was served as required by law of this
state in the case of persons within the state or, if without
the state, was served either personally or by certified
mail directed to his last-known address.
(2) This section does not apply to cognovit clauses, to
arbitration clauses, or to the appointment of an agent for
the service of process pursuant to statute or court order.
[14,15] The language of § 25-414 was intended to pre-
vent a court from exercising jurisdiction where that exercise
would result in injustice or in substantial inconvenience to
the parties. 16 Where the exercise of personal jurisdiction is
based upon a contractual choice of forum clause and is chal-
lenged on due process grounds, we must determine whether
the choice of forum clause at issue satisfies the requirements
of the Model Uniform Choice of Forum Act and the Due
Process Clause. 17 As a practical matter, however, any forum
selection clause which meets the Model Uniform Choice of
Forum Act’s requirement that Nebraska be a “reasonably
convenient place for the trial of the action” will also satisfy
the Due Process Clause’s requirement that trial of the action
in Nebraska not be so gravely difficult and inconvenient that
the party challenging the clause will be deprived of his or her
day in court. 18
[16-18] The doctrine of forum non conveniens (literally,
“an unsuitable court”) provides that a state will not exercise
jurisdiction if it is a seriously inconvenient forum for the
trial of the action, provided that a more appropriate forum is
16 Id.
17 Id.
18 Id.

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provided to the plaintiff. 19 It refers to the discretionary power
of a court to decline jurisdiction when the convenience of
the parties and the ends of justice would be better served if
the action were brought and tried in another forum. 20 But the
plaintiff’s choice of a forum should not be disturbed except
for “weighty reasons” and only when trial in the chosen forum
would establish “oppressiveness and vexation to a defendant
. . . out of all proportion to plaintiff’s convenience,” or when
the forum is inappropriate “because of considerations affect-
ing the court’s own administrative and legal problems.” 21
[19] When parties agree to a forum selection clause, they
waive the right to challenge the preselected forum as inconve-
nient or less convenient for themselves or their witnesses, or
for their pursuit of the litigation. 22 In essence, they waive the
right to challenge the private interest factors. 23
[20-22] In determining the convenience of the forum, the
trial court should consider practical factors that make trial of
the case easy, expeditious, and inexpensive, such as the rela-
tive ease of access to sources of proof, the cost of obtaining
attendance of witnesses, and the ability to secure attendance
of witnesses through compulsory process. 24 It is also appro-
priate to consider the advantages of having trial in a forum
that is at home with the state law that must govern the case,
rather than having a court in some other forum untangle
problems in conflict of laws, and in law foreign to itself. 25
19 Id.
20 Id.
21 Id. at 574, 575, 694 N.W.2d at 202 (internal quotation marks omitted).
22 See Atlantic Marine Constr. Co. v. United States Dist. Court for Western
Dist. of Tex., 571 U.S. 49, 134 S. Ct. 568, 187 L. Ed. 2d 487 (2013). See,
also, Applied Underwriters v. E.M. Pizza, 26 Neb. App. 906, 923 N.W.2d
789 (2019).
23 See id.
24 See Ameritas Invest. Corp. v. McKinney, supra note 7.
25 Id.

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In any balancing of conveniences, a real showing of conve-
nience by a plaintiff who has sued in his or her home forum
will normally outweigh the inconvenience the defendant may
have shown. 26
Centennial “does not dispute that the contractual conse-
quences of the language of Northern’s Tariff was that the
[Service Agreement] was merged with the [Master Escrow
Agreement], to which Centennial was a party by reason of the
Joinder [Agreement], to create a single, unitary agreement.” 27
The Service Agreement expressly incorporated the Tariff and
made it subject “in all respects” to the Tariff’s general terms
and conditions and rate schedule. The Tariff, in turn, contem-
plated the need to enter into further agreements to satisfy a
shipper’s obligation to maintain creditworthiness and states
that “[a]ny such agreement(s), along with the Shipper’s ser-
vice agreement(s), constitute one unitary unseverable agree-
ment and memorialize the terms and conditions of a single
transaction.” The further agreement Centennial entered into
with Northern to satisfy its obligation to maintain credit-
worthiness was the Joinder Agreement. Therein, Centennial
“hereby joins in and becomes a Shipper under the Master
Escrow Agreement” and “has received a copy of the Master
Escrow Agreement, understands its provisions and Shipper
hereby adopts and agrees to be bound by all of the provi-
sions of the Master Escrow Agreement and all of the provi-
sions of the Master Escrow Agreement hereby being incorpo-
rated herein.”
The Master Escrow Agreement clearly sets forth a forum
selection clause stating:
Consent 	to 	Jurisdiction 	and 	Venue. 	THE 	PARTIES
HERETO AGREE TO THE PERSONAL JURISDICTION
BY AND VENUE IN THE COURTS OF THE STATE
26 Id.
27 Brief for appellant at 30-31 (emphasis omitted).

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OF NEBRASKA, SITTING IN THE CITY OF OMAHA,
COUNTY OF DOUGLAS . . . AND WAIVE ANY
OBJECTION TO SUCH JURISDICTION OR VENUE.
THE PARTIES HERETO CONSENT TO AND AGREE
TO SUBMIT TO THE EXCLUSIVE JURISDICTION
OF ANY OF THE COURTS SPECIFIED HEREIN AND
AGREE 	TO ACCEPT 	SERVICE 	OF 	PROCESS 	TO
VEST PERSONAL JURISDICTION OVER THEM IN
ANY OF THESE COURTS.
The Master Escrow Agreement also provides that it “shall be
construed and interpreted in accordance with the internal laws
of the State of Nebraska without giving effect to the conflict
of laws principles thereof.” This is similar to the provision of
the Service Agreement, which states that “[a]s to all matters
of construction and interpretation, the service agreement shall
be interpreted, construed and governed by the laws of the
State of Nebraska.”
The district court found that the Master Service Agreement
became “one unitary and unseverable agreement” with the
Service Agreement through the plain language of the Tariff
and that “[t]he language of the [Master Escrow Agreement]
is clear, unambiguous, and indisputably subjects any party
to the [Master Escrow Agreement] to personal jurisdiction in
Nebraska.” Centennial does not specifically assign and spe-
cifically argue that the court erred in reaching these conclu-
sions as to the meaning of the plain language of the unified
agreement. In any event, we agree with the court’s understand-
ing of the plain meaning of the unified agreement, which is
a question of law. 28 Under the plain language of the unified
agreement, Centennial agreed in writing that “an action on a
controversy may be brought in [Nebraska].” 29
28 See Community First Bank v. First Central Bank McCook, 310 Neb. 839,
969 N.W.2d 661 (2022).
29 § 25-414(1).

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Despite the “contractual consequences” of the unified agree-
ment, Centennial “disputes the jurisdictional consequences
of this merger/Tariff incorporation process.” 30 It states that
because such joinder was “compelled by the Tariff,” it was
not “‘purposefully’ undertaken for jurisdictional purposes.” 31
Centennial relies on the general principles of purposeful
availment and our statement in U.S. Pipeline v. Northern
Natural Gas Co. 32 that in order to establish a waiver of a legal
right, there must be clear, unequivocal, and decisive action of
a party showing such purpose, or acts amounting to estoppel
on his or her part.
[23,24] Centennial’s reliance on principles of purposeful
availment is misplaced in an analysis of contractual consent
to personal jurisdiction. Purposeful availment of the benefits
and protections of the law of the forum state is a concept
relevant to whether the defendant purposefully established
minimum contacts with the forum state. 33 We held In Ameritas
Inv. Corp. v. McKinney 34 that a minimum contacts analysis
is not appropriate in determining the validity of forum selec-
tion clauses in commercial contracts. The minimum contacts
analysis and the contractual consent to jurisdiction analysis are
separate analyses. 35
Likewise, U.S. Pipeline is inapposite to the case at bar.
The proposition Centennial relies on pertained to the alleged
waiver of a liquidated damages provision of a contract,
through the plaintiff’s alleged neglect and a failure to act.
30 Brief for appellant at 30, 31 (emphasis omitted).
31 Id. at 30 (emphasis omitted).
32 U.S. Pipeline v. Northern Natural Gas Co., supra note 3.
33 See, e.g., Nimmer v. Giga Entertainment Media, 298 Neb. 630, 905
N.W.2d 523 (2018); Quality Pork Internat. v. Rupari Food Servs., 267
Neb. 474, 675 N.W.2d 642 (2004).
34 Ameritas Invest. Corp. v. McKinney, supra note 7.
35 See id.

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The requirement of a “clear, unequivocal, and decisive action
of a party showing such purpose, or acts amounting to estop-
pel on his or her part” 36 pertains to waiver of a written con-
tract, through the acts or conduct of one of the parties to the
contract. It is inapplicable to whether a written contract was
effectuated in the first place.
Because there was no dispute as to effective service of
process and no allegation that the forum selection clause was
obtained through misrepresentation, duress, abuse of economic
power, or other unconscionable means, the only factor of
§ 25-414 at issue at trial was whether Nebraska was a reason-
ably convenient place for the trial of the action.
We observe that the district court did not expressly con-
sider this factor. The district court mistakenly concluded that
§ 25-414 did not apply because Northern asserted minimum
contacts as an alternative basis for the exercise of personal
jurisdiction over Centennial, and § 25-414 states, “If . . . the
agreement provides the only basis for the exercise of jurisdic-
tion, a court of this state will entertain the action if . . . .”
(Emphasis supplied.)
[25] In Ameritas Invest. Corp., we explained that any time
a choice of forum clause is a “necessary component” of the
court’s exercise of personal jurisdiction, there is no jurisdic-
tion “but for” 37 the agreement and the standards of § 25-414
apply. In other words, the language of § 25-414 that “the
agreement provides the only basis for the exercise of juris-
diction” merely means that the choice of forum clause is a
necessary component to the assertion that there is personal
jurisdiction on the grounds of contractual consent and that
minimum contacts are not part of this inquiry. Accordingly,
36 U.S. Pipeline v. Northern Natural Gas Co., supra note 3, 303 Neb. at 474,
930 N.W.2d at 480.
37 Ameritas Invest. Corp. v. McKinney, supra note 7, 269 Neb. at 573, 694
N.W.2d at 201 (internal quotation marks omitted).

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we rejected the plaintiff’s argument that § 25-414 did not
apply because jurisdiction could be based on a combina-
tion of the choice of forum clause and certain contacts with
Nebraska, which would not, on their own, satisfy the neces-
sary minimum contacts for personal jurisdiction.
[26] The district court noted that, unlike in Ameritas
Invest. Corp., Northern’s arguments for personal jurisdic-
tion are independent of each other. We do not find this to
be legally significant to the applicability of § 25-414 to a
court’s determination that a forum selection clause waives
the requirement of minimum contacts and submits the non-
resident to the jurisdiction of the forum state. The choice of
forum clause is a necessary component to the assertion that
there is personal jurisdiction on the grounds of contractual
consent, and minimum contacts are not part of this inquiry. It
would be an absurd result if the elements of § 25-414 could
be circumvented by raising minimum contacts as an inde-
pendent, alternative basis for exercising personal jurisdic-
tion, especially when the element of a reasonably convenient
forum is constitutionally required. We must construe a statute
in a way that is constitutional where possible, 38 as well as
presume the Legislature intended a sensible rather than an
absurd result. 39
[27] Furthermore, we disapprove of the Nebraska Court of
Appeals’ holding in Applied Underwriters v. E.M. Pizza 40 that
courts must analyze minimum contacts and determine there
is no jurisdiction under a minimum contacts analysis before
determining if a defendant entered into an enforceable forum
selection clause. The Court of Appeals mistakenly relied on
38 See State ex rel. Stenberg v. Moore, 258 Neb. 199, 602 N.W.2d 465
(1999).
39 See Heist v. Nebraska Dept. of Corr. Servs., 312 Neb. 480, 979 N.W.2d
772 (2022).
40 Applied Underwriters v. E.M. Pizza, supra note 22.

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Ameritas Invest. Corp. for such proposition, but we said the
opposite. We said in Ameritas Invest. Corp. that only “[i]f the
forum selection clause is not valid under the Choice of Forum
Act” does “the inquiry move[] to whether the defendant has
the necessary minimum contacts with Nebraska, other than
the forum selection clause, to satisfy due process.” 41 We
explained that the language of Model Uniform Choice of
Forum Act was intended to prevent a court from exercising
jurisdiction where that exercise would result in injustice or in
substantial inconvenience to the parties. 42 We have never said
that the Act was intended to govern the order in which a court
may analyze alternative arguments for personal jurisdiction.
The Model Uniform Choice of Forum Act does not dictate the
order in which a court may analyze alternative arguments for
personal jurisdiction.
Centennial does not assign or argue that the district court
erred 	in 	failing 	to 	determine 	under 	§ 	25-414(1)(b) 	that
Nebraska was not a reasonably convenient forum, and we
find no plain error. The trial was in the forum that is at
home with Nebraska state law, which the parties contractu-
ally agreed must govern the case. Many of the witnesses
were in Nebraska. There are not “weighty reasons” to disturb
Northern’s choice of a forum. 43
The district court did not err in finding it had personal
jurisdiction over Centennial based upon Centennial’s consent
through the forum selection clause of the unified agreement.
We find it unnecessary to address the correctness of the district
court’s conclusion that minimum contacts also gave it personal
jurisdiction over Centennial.
41 Ameritas Invest. Corp. v. McKinney, supra note 7, 269 Neb. at 572-73, 694
N.W.2d at 201.
42 Ameritas Invest. Corp. v. McKinney, supra note 7.
43 Id. at 574, 694 N.W.2d at 202 (internal quotation marks omitted).

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VI. CONCLUSION
Northern’s maintenance of its suit against Centennial in
Nebraska does not offend traditional notions of fair play and
substantial justice. Therefore, the district court’s exercise of
specific personal jurisdiction over Centennial in this action did
not violate Centennial’s right to due process.
Affirmed.
Funke, J., participating on briefs.