United Overseas, Ltd. (UOL), is a U.K. firm that purchases and sells manufacturers’ closeouts in Europe and the Middle East. UOL’s representative, Jay Knox, used stationery listing a UOL office in New York to solicit business from Revlon, Inc., in New York. On April 1, 1992, UOL faxed a purchase order from its headquarters in England to Revlon’s New York offices for the purchase of $4 million worth of shampoo. The purchase order on its face listed six conditions, none of which referred to a forum selection clause. When Revlon was not paid for the shampoo it shipped, it sued UOL in New York for breach of contract. UOL moved to dismiss the complaint because of a forum selection clause, which it stated was on the reverse side of the purchase order and provided that “the parties hereby agree to submit to the jurisdiction of the English Courts disputes arising out of the contract.” The evidence did not show that the reverse side of the purchase order had been faxed with the April 1992 order. Should the court dismiss the complaint based on the “forum selection clause”? Read Chapter 32 on letters of credit and advise Revlon how to avoid similar litigation in the future. [Revlon, Inc. v United Overseas, Ltd., 1994 WL 9657 (SDNY)]