[22]*22EDMONDS, J.
Plaintiffs John J. Lenahan, Marilyn S. Lenahan, and Willowrun, L.P. (plaintiffs), appeal from a judgment dismissing their claims for security law violations and related torts on the ground that a forum selection clause in a limited partnership agreement required them to bring the case in Puerto Rico.1 We reverse.
The consolidated cases involve investments in one or more of several related enterprises whose purpose is to seek the award of radio communication frequencies from the Federal Communications Commission for use in data transfer and other communications businesses. Plaintiffs, who are Oregon residents, are parties to only one of the cases, Black v. Arizala. That case involves their investment in PCS 2000, L.P. (PCS), a Delaware limited partnership whose headquarters are in San Juan, Puerto Rico.2 In their first amended complaint, plaintiffs allege that, in the process of selling limited partnership interests in PCS, defendants violated the federal securities laws and the securities laws of Oregon and several other jurisdictions; committed common-law fraud; and violated the Oregon Racketeer Influenced and Corrupt Organization Act (ORICO), ORS 166.715 to ORS 166.735.
Plaintiffs invested in PCS by purchasing limited partnership interests. As part of the purchase, they became parties to the PCS Agreement of Limited Partnership (the Agreement). All of their claims in this case are based on events that occurred before they purchased those interests and became parties to the Agreement. Among other things, plaintiffs allege that defendants represented that PCS could buy licenses from the FCC at a certain price when defendants in fact did not know what the price would be; did not disclose the cost of engineering, acquiring, and installing the necessary equipment; did not disclose the risk of losing the licenses [23]*23if PCS failed to raise sufficient capital or to build the infrastructure within the required times; did not disclose that two principal promoters had been involved in previous unsuccessful transactions in the telecommunications industry and had defaulted on guarantees to equipment suppliers, creating a risk that it would be more difficult for PCS to raise capital; and did not disclose the increased costs and disadvantages of the technology that PCS would use in comparison to conventional cellular telephones.
The trial court dismissed the case based on the choice of law, forum selection, and arbitration clause of the Agreement. That clause provides:
“This Agreement shall be construed and enforced in accordance with and governed by the law of the State of Delaware, excluding that body of law relating to conflicts of law. Any dispute under this Agreement shall be submitted to binding arbitration in San Juan, Puerto Rico under the rules of the American Arbitration Association concerning commercial disputes, and the parties agree to be bound by any decision reached under such rules. Any arbitrator shall be specifically bound by the provisions respecting limitation of liability set forth in this Agreement. Venue for any legal action arising from this Agreement, including enforcement of any arbitration award, shall be in San Juan, Puerto Rico.”
Although this clause appears to provide for arbitration as the primary method of resolving disputes under the Agreement, defendants did not ask the court to order plaintiffs to arbitrate their claims. Rather, they relied on the final sentence, which establishes venue “for any legal action arising from this Agreement” in Puerto Rico. They argued that that sentence required plaintiffs to bring this action in Puerto Rico, not in Oregon. The trial court agreed and dismissed the case.
The threshold issue concerns our standard of review, that standard depends on the nature of defendants’ motion, about which the parties disagree. On appeal, plaintiffs argue,
“Defendant [s] called [their] motion a Rifle 21 motion, but it is not. ORCP 21 does not contain a motion to dismiss based on an arbitration/venue clause in a contract between the [24]*24parties. Because defendants submitted, and the trial court relied on, facts that do not appear on the face of the [complaints], the motion to dismiss was really a motion for summary judgment.”
Defendants counter,
“ORCP 21A authorizes the trial court to determine facts relating to personal jurisdiction on a motion to dismiss. This court has applied that rule to review of a dismissal that turned on interpretation for a forum selection clause. Where the trial court has granted such a motion to dismiss, this Court assumes that the trial court made the necessary findings of fact to reach that conclusion. This Court reviews the trial court’s assumed factual findings for ‘any competent evidence’ and its legal conclusions for errors of law.” (Footnotes omitted.)
Defendants rely on Industrial Leasing Corp. v. Miami Ice Machine Co., 126 Or App 80, 867 P2d 548 (1994), in support of their argument about our standard of review. In that case, the plaintiff appealed from a judgment dismissing its complaint for lack of personal jurisdiction under ORCP 21 A(2). The plaintiff was in the business of leasing equipment and purchasing lessors’ interests in equipment leases. It entered into an agreement that contained a forum selection clause to obtain the assignment of the defendant’s lessor’s interest in an equipment lease. When the lessee failed to make the payments under the lease, the plaintiff made a demand that the defendant repurchase the lease in accordance with the terms of the assignment. The defendant moved to dismiss under ORCP 21 A(2), arguing that it had never done business in Oregon and lacked the requisite minimum contacts with the state necessary to confer personal jurisdiction. The trial court granted the defendant’s motion without making any findings. On appeal, the plaintiff argued that the trial court had erred in granting the motion because the trial court should have treated the motion as a motion for summary judgment and there was at least prima facie evidence of personal jurisdiction in the record. The defendant countered that its motion should not be treated as a motion for summary judgment because ORCP 21 A(2) expressly authorizes courts to determine the facts relating to personal [25]*25jurisdiction and, because the trial court granted the motion, it must be assumed that it made the necessary findings to reaeh that conclusion. We held that under ORCP 21 A(2) the court may determine the jurisdictional facts at the time of the motion to dismiss but that, for purposes of the motion, the trial court erred in concluding that the facts were insufficient to establish personal jurisdiction.
We fail to perceive how our holding in Industrial Leasing Corp. controls in this case where there is not an issue regarding jurisdiction. In our view, the issue concerning the enforceability of a forum selection clause in a contract is a matter of contract law and not a matter that would implicate subject matter jurisdiction under ORCP 21 A(l). That rule provides that “lack of jurisdiction over subject matter” may be challenged by a motion to dismiss. The concept of subject matter jurisdiction is well defined as pertaining to the authority of the court to deal with the general subject involved in the action. Garner v. Alexander, 167 Or 670, 120 P2d 238 (1941), cert den 316 US 690 (1942). “It exists when the constitution, the legislature or the law has told a specific court to do something about the specific kind of dispute in issue.” Greeninger v. Cromwell, 127 Or App 435, 438, 873 P2d 377 (1994). Under the Oregon Constitution, subject matter jurisdiction exists in the circuit courts unless a statute or rule of law divests them of jurisdiction. Novich v. McClean, 172 Or App 241, 245, 18 P3d 424, rev den 332 Or 137 (2001).
Merely because the parties have agreed upon a forum selection clause that limits where the parties may litigate their disputes under their agreement does not implicate subject matter jurisdiction. Parties by agreement have neither the power to confer or the power to divest an Oregon court of subject matter jurisdiction. Fox et ux v. Lasley, 212 Or 80, 318 P2d 933 (1957), overruled on other grounds by Hawkins v. Hawkins, 264 Or 221, 237, 504 P2d 709 (1972). The issue of the enforceability of a forum selection clause is qualitatively different from the issue of subject matter jurisdiction. The issue in this case is like other issues that arise from terms that parties may agree upon that operate as conditions precedent to the right to litigate in court or to procure a court-ordered remedy, such as a mandatory arbitration [26]*26clause3 or an agreement that damages for breach are limited to a certain remedy. In general, those kinds of issues, including the issue of the enforceability of a forum selection clause, are subject to challenges about the scope and subject matter of the term, whether it was the product of misrepresentation, deceit or coercion, and whether the term has been waived or one party is estopped from enforcing it. All of those issues are the kinds of issues that are subject to the Oregon Rules of Civil Procedure. In sum, ORCP 21 A(l) does not authorize a motion for dismissal on the basis of a forum selection clause.4
Defendants filed their motion to dismiss under ORCP 21. In their motions, they argued that, “[p]ursuant to the contractual agreement between the parties, this entire action should have been filed in San Juan, Puerto Rico and thus should be dismissed by this Court.” In support of their motion, they referred to section 16.5 of the PCS Agreement. The Agreement was attached as an exhibit to an affidavit by one of defendants’ attorneys and was filed contemporaneously with the motion. The “forum selection” clause had not [27]*27been pled by plaintiffs at the time. Although a complaint can be dismissed under ORCP 21 A(8) for failure to state ultimate facts sufficient to constitute a claim, the rule does not authorize the use of facts that do not appear on the face of the pleading to grant a motion under subsection (8). Consequently, despite its label, defendants’ motion cannot properly be considered under ORCP 21. We conclude that plaintiffs are correct. Defendants’ motion was the functional equivalent of a summary judgment motion under ORCP 47 C.
The concurrence disagrees that we should treat defendants’ motion as a summary judgment motion. According to it, the motion should be treated as a nonenumerated type of motion to dismiss, for which the court can generate appropriate procedures under the authority of ORS 1.160. That statute provides, in pertinent part, that when jurisdiction is conferred on a court and in the exercise of that jurisdiction,
“if the course of proceeding is not specifically pointed out by the procedural statutes, any suitable process or mode of proceeding may be adopted which may appear most conformable to the spirit of the procedural statutes.”
The flaw in the concurrence’s reliance on ORS 1.160 is that the statute authorizes a court to exercise its jurisdiction by implementing its own procedure only when there is no adequate existing procedure already available. In K. v. Health Division, 26 Or App 311, 319-20, 552 P2d 840 (1976), rev’d on other grounds 277 Or 371 (1977), the court “considered] * * * whether this is an appropriate case for it to provide procedures under ORS 1.160.” It examined Wulff v. Sprouse-Reitz Co., Inc., 262 Or 293, 313, 498 P2d 766 (1972), and Amer. Timber /Bernard v. First Nat’l, 263 Or 1, 500 P2d 1204 (1972), and found that ORS 1.160 was intended to provide authority for creating new procedures only when there was no available procedure already established. It concluded, “Here, * * * there is no claim of another available procedure. We hold, then, that this is a proper case for use of new procedures as provided in ORS 1.160[.]” K, 26 Or App at 320. Also, in Amer. Timber/Bernard, 263 Or at 10, the Supreme Court observed that,
[28]*28“[T]raditionally, the formation of procedural rules in this state has been considered to be a function of the legislature. Where a procedure at law has been provided for the vindication of a claim, we do not believe it to be our function under [ORS 1.160] to provide another procedure[.]”
See also Household Finance v. Bacon, 58 Or App 267, 271, 648 P2d 421, rev den 293 Or 653 (1982) (“The redemption statutes do not provide a procedure for curing a faulty notice under circumstances presented here. Accordingly, we think the court had authority under ORS 1.160 to provide ‘any suitable process or mode of proceeding’ to conform to the spirit of the redemption statutes.”). Here, the Oregon Rules of Civil Procedure provide a procedure to determine the enforceability of a forum selection clause. Depending on the specific facts of each case, such an issue can be decided on the pleadings, on summary judgment, or at trial. Moreover, ORCP 53 B permits the bifurcation of issues for trial. The availability of those procedures obviate the need for the court to create a different procedure, and where the legislature has provided adequate procedures, this court should not create a different procedure pursuant to ORS 1.160. We hold that defendants’ motion is properly dealt with as a motion under ORCP 47 C.
When we review a judgment based on ORCP 47 C, we inquire whether there is a genuine issue of material fact in the summary judgment record and whether the moving party is entitled to judgment as a matter of law. We turn to the merits of the case and the parties’ arguments. Plaintiffs argue that their claims do not “arise from” the parties’ partnership agreement but rather from events that occurred before they entered into the partnership and therefore the forum selection clause does not govern their claims.5 In support of their argument, they point to the language in the forum selection clause that refers to “any dispute under this Agreement” or “any legal action arising from this Agreement.” Defendants respond, “the fact that the alleged conduct complained of occurred prior to their entry into [the partnership agreement] does not take their claims outside the forum selection clause.” (Footnote omitted.)
[29]*29The issue, thus, is one of determining the meaning and effect of the forum selection provision of the Agreement. In construing a contract, our goal is to determine and give effect to the intent of the parties, if possible. See ORS 42.240. We begin by examining the text of the disputed provision in the context of the document as a whole. If the provision is unambiguous, the analysis is over. Whether the terms of a contract are unambiguous is a question of law. In the absence of an ambiguity, we construe the contract as a matter of law. If the agreement is ambiguous, we examine extrinsic evidence of the parties’ intent. Finally, if a contractual provision remains ambiguous after that examination, we rely on appropriate maxims of construction. Yogman v. Parrott, 325 Or 358, 361-64, 937 P2d 1019 (1997).
The Agreement provides that “[v]enue for any action arising from this Agreement” shall be in Puerto Rico. Only legal actions that fit within that description are subject to the forum selection provision. The relevant dictionary definitions of “arise” include “to originate from a specific source,” “to come into being,” and “to become operative.” Webster’s Third New Int’l Dictionary, 117 (unabridged ed 1993). According to the same dictionary, “from” is “used as a function word to indicate the source or original or moving force of something as * * * (4) the place of origin, source, or derivation of a material or immaterial thing.” Id. at 913. Those definitions allow at least a reasonable inference that the forum selection provision in the Agreement was intended to apply only to legal actions that flow directly from the terms and requirements of the agreement itself.
In addition, the record shows that plaintiffs were not parties to the Agreement at the time that defendants allegedly made the representations about which plaintiffs complain. Also, the Agreement does not contain representations or other inducements that might lead a person to invest in the partnership. Rather, it describes the structure of the partnership, the relationships between the limited partners and the general partner, management of the business, capital contributions, responsibility for expenses, distribution of profits, and other similar matters that one would expect such an agreement to cover. It is inferable in light of those facts that the parties contemplated that the forum selection clause [30]*30in the Agreement would govern disputes over matters that arose after the Agreement was signed but that section 16.5 is unrelated to preagreement representations.
Defendants refer us to federal case law that they say requires a contrary conclusion. We note that we are not bound by a federal court’s interpretation of similar or even identical contract language. But even if we were persuaded by the reasoning in those opinions, defendants are faced with an unsurmountable hurdle because of the procedural posture of this case under ORCP 47 C. As parties moving for summary judgment, defendants have the burden of demonstrating that the forum selection clause unambiguously requires the dismissal of plaintiffs’ claims. Eagle Industries, Inc. v. Thompson, 321 Or 398, 404, 900 P2d 476 (1995). As we have said, there is at least a reasonable inference from the text and context of the forum selection clause that it was not intended to cover disputes arising from conduct that occurred before plaintiffs were parties to the Agreement. We conclude that the trial court erred when it granted summary judgment to defendants on the basis of the forum selection clause.
We next consider plaintiffs’ argument that the court also erred in holding that, as a result of the 1995 amendments to ORS 166.725, plaintiffs have failed to state a claim under ORICO.6 In order to recover under ORICO, a plaintiff must prove that the defendant engaged in a pattern of racketeering activity, ORS 166.720, which requires proof that the defendant engaged in conduct that constituted one or more of a number of listed crimes. ORS 166.715(6). Before 1995, the law did not require a prosecution or conviction for the elements of the crime in order for a plaintiff to obtain a civil recovery. ORS 166.725 (1993). Rather, a plaintiff could prove [31]*31the crime in the civil ORICO case. See Computer Concepts, Inc. v. Brandt, 310 Or 706, 716-18, 801 P2d 800 (1990). As amended in 1995, ORS 166.725(6) and (7) now require, so far as the crimes alleged in this case, that the plaintiff prove that the defendant has been convicted of the alleged crimes and that any rights of appeal have expired. Without proof of those facts, a plaintiff cannot obtain either injunctive relief or damages. In addition, ORS 166.725(ll)(b) now provides that the cause of action accrues only when the criminal conviction is obtained. Or Laws 1995, ch 619, § 1.
The events that are the basis for plaintiffs’ ORICO claims occurred before the effective date of the 1995 amendments, so plaintiffs’ ORICO claims had accrued before that date. Defendants do not assert that plaintiffs have failed to state a claim under the pre-1995 version of ORS 166.725. Rather, they argue, and the trial court agreed, that the 1995 version applies to plaintiffs’ claims. If the trial court is correct, plaintiffs have not stated, and apparently cannot state, an ORICO claim. On the other hand, if the pre-1995 version applies, the trial court erred in dismissing those claims on the grounds that defendants asserted.
The legislature did not expressly provide whether the 1995 amendments are retroactive — that is, whether they affect rights arising out of events that had occurred before the amendments became effective. Nothing in the wording of the amendments suggests that it intended to address that issue.7 In the absence of an express direction, we look to the purpose of the changes and to the general rules for construing statutes to determine whether the amendments are retroactive.
In general, a statutory change that affects legal rights and obligations arising out of past acts is not retroactive, but one that affects the remedies that a party may [32]*32receive for a violation of its legal rights is retroactive. Courts label the first kind of change “substantive” and the second “remedial.” However, as the Supreme Court has noted, the words “substantive” and “remedial” are more labels that we apply after reaching a conclusion than they are aids to the analysis. See Joseph v. Lowery, 261 Or 545, 548-49, 495 P2d 273 (1972); see also Vloedman v. Cornell, 161 Or App 396, 399-401, 984 P2d 906 (1999).
In this case, plaintiffs had a fully accrued cause of action before the amendments became effective. That was a substantive right. The amendments significantly modified the substance of what plaintiffs had to prove to be able to assert that right. Before the amendment, they could recover merely by showing that defendants had violated a criminal statute; after the amendment, they had to show that defendants had been convicted of that crime. The difference is significant; not only does a conviction require a higher standard of proof than does a civil recovery, but plaintiffs would have to rely on a public authority to bring the criminal case rather than on their own proof. The statute did not change the remedy that plaintiffs would receive if they prevailed, but it profoundly affected what they needed to prove in order to prevail.
In Thornton v. Hamlin, 41 Or App 363, 597 P2d 1307 (1979), the plaintiff sued an employee of the Department of Transportation to recover for injuries that he suffered in an accident involving a snowplow that the defendant was driving. The plaintiff received workers’ compensation benefits from his employer as a result of the accident. After the accident, the legislature amended the Tort Claims Act to make public bodies and their employees immune from liability when the injured party received such benefits. The defendant argued that the amended statute applied to the case. We noted that the amendment was silent on its retroactive effect and held that we would not construe it to apply retroactively if doing so would “ ‘impair existing rights, create new obligations, or impose additional duties with respect to past transactions.’ ” Id. at 366, quoting Derenco v. Benj. Franklin Fed. Sav. and Loan, 281 Or 533, 539 n 7, 577 P2d 477, cert den 439 US 1051 (1978). We then held that, “in cutting off plaintiffs previous accrued cause of action, such retroactive application [33]*33would impair an existing right belonging to plaintiff.” Id. We therefore refused to apply the amended statute.
We do not see any difference between a statute that entirely cuts off a claim, as did the statute in Thornton, and one that changes the elements of that claim, as does the statute in this case. In either situation, the statute has changed the legal consequences that attach to past actions and has impaired the plaintiffs existing rights. We do not presume that the legislature intends that result. The trial court erred in holding that the 1995 amendments to ORS 166.725 apply to events that occurred before their effective date.
Finally, the parties raise two issues relating to arbitration of these claims. Plaintiffs assert that, once the court concluded that the forum selection provision of the Agreement was controlling, it should have applied the arbitration provision in the same clause and ordered the parties to arbitrate the dispute in San Juan, Puerto Rico. Because we reverse the trial court’s holding that the forum selection provision applies to these claims, the foundation for plaintiffs’ assertion that the court should have abated the case pending arbitration no longer exists.8
In a cross-assignment of error, defendants argue that the trial court erred in entering an order stating that plaintiffs have not waived their right to seek arbitration. Plaintiffs originally took the position that the forum selection provision did not apply. After the trial court ruled that the provision did apply and indicated that it would dismiss the case on that ground, they filed a request for arbitration with the American Arbitration Association and asked the trial court to stay the case for the duration of the arbitration. In response, defendants argued that plaintiffs had waived any right to arbitrate by litigating the case for well over a year before seeking arbitration. The court refused to stay the case, but it agreed to enter an order finding that plaintiffs had not waived their right to arbitration under the Agreement.
[34]*34The effect of the court’s order is at best unclear. It was not necessary to the judgment, to the decision not to stay the case, or to any other action that the court took. As defendants note, the order was essentially an advisory opinion. Its apparent purpose was to respond to defendants’ argument that the court should deny the requested stay on the ground that plaintiffs had waived their right to arbitration. However, once the trial court concluded that the forum selection provision required it to dismiss the case, it had no authority to do anything other than dismiss it. See 182 Or App at 30 n 6. Unlike the court’s rulings on the ORICO issue, this order does not provide an alternative ground to support all or part of the court’s judgment of dismissal. It is not, thus, something that we can review. For that reason, we affirm on the cross-assignment of error.
Reversed and remanded.