El Paso Gas Company transports natural gas through pipelines to points throughout the country. TransAmerican is a natural gas producer. The two companies and their predecessors negotiated various contracts during the 1970s and 1980s. TransAmerica brought suit in 1988 against El Paso when the parties were unable to resolve several disagreements about their respective contractual rights and duties. The trial court entered judgment in favor of TransAmerica. While El Paso’s appeal was pending, the parties negotiated a settlement agreement that resulted in the termination of all litigation by both sides, the payment of compensation to TransAmerica by El Paso, and a restructuring of their relationship. The agreement also included a choice of forum clause, which provided that a party, in the event of a breach, would have to bring suit in the Delaware Court of Chancery. In 1993, TransAmerica filed suit against El Paso, in Texas, alleging, among other claims, breach of the settlement contract. El Paso responded by filing suit against TransAmerica in the Delaware Court of Chancery. The Delaware Chancery Court dismissed the petition on the grounds that it did not have jurisdiction, and the Delaware Supreme Court agreed. What was the fundamental problem that caused the court to rule that it did not have subject matter jurisdiction?