all litigation by both sides, the payment of compensation to TransAmerican 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 $1993,$ TransAmerican filed suit against El Paso, in Texas, alleging, among other claims, breach of the settlement contract. El Paso responded by filing suit against TransAmerican 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?

El Paso Natural Gas Company v$.$ TransAmerican Natural Gas Company, $669$ A$.2d36(1995)$