Boumatic, LLC v. Idento Operations, BV
2014 U.S. App. LEXIS 13893
| 7th Cir. | 2014Background
- BouMatic LLC (Wisconsin) entered an agreement to purchase and resell robotic milking machines from Idento Operations BV (Netherlands) for customers in Belgium.
- BouMatic sued in federal court under diversity jurisdiction, alleging Idento sold directly to BouMatic’s Belgian customers and failed to supply parts/warranty service.
- District court dismissed for lack of personal jurisdiction in Wisconsin; parties had exchanged drafts between Wisconsin and the Netherlands and Idento shipped one machine to Wisconsin.
- The parties executed a written master contract (no forum-selection clause) that incorporated additional terms from purchase orders and invoices for individual machines.
- BouMatic’s purchase orders specified Wisconsin law/venue; Idento’s invoices specified Netherlands law/venue; the conflicting forms invoke UCC §2-207 (battle-of-the-forms).
- The Seventh Circuit held the battle-of-the-forms left the master contract intact and found a factual dispute over whether the parties had agreed (orally or by forms) to litigate in Wisconsin — requiring a jurisdictional hearing; judgment vacated and case remanded.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Subject-matter jurisdiction: citizenship of Idento (foreign BV) | Treat Idento as a corporation so diversity exists | If BV not treated as a corporation, must trace all investors' citizenships | BV is equivalent to a corporation for §1332 purposes, so diversity may be satisfied |
| Personal jurisdiction under Wisconsin law | Wisconsin has jurisdiction because BouMatic is headquartered there and parties exchanged drafts and one machine shipped to Wisconsin | Wisconsin long-arm provisions don't cover disputes about performance in Belgium | Long-arm provisions do not authorize jurisdiction here; those contacts alone insufficient |
| Consent/Forum-selection: whether parties consented to suit in Wisconsin | Parties orally agreed (or BouMatic’s forms and course of dealing) to litigate in Wisconsin | Idento denies agreeing to litigate in Wisconsin; its invoices specified Netherlands | Battle-of-the-forms created a factual dispute; if prior agreement includes Wisconsin forum, that constitutes consent and supports jurisdiction; hearing required |
| Effect of UCC §2-207 conflicting forms | BouMatic: its purchase orders alone should govern and impose Wisconsin forum | Idento: its invoices also in record, so forms conflict and cancel each other, leaving prior agreements intact | Conflicting merchant forms cancel each other; they do not alter the preexisting master contract — factual inquiry required on whether prior agreement included Wisconsin forum/consent |
Key Cases Cited
- Carden v. Arkoma Associates, 494 U.S. 185 (1990) (party’s citizenship for diversity may require tracing through ownership layers)
- Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (LLC citizenship follows members; trace through layers)
- Hoagland v. Sandberg, Phoenix & von Gontard, P.C., 385 F.3d 737 (7th Cir. 2004) (close/limited-investor entities treated as corporations for §1332)
- Kohler Co. v. Wixen, 204 Wis. 2d 327 (Ct. App. 1996) (Wisconsin recognizes consent as basis for personal jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (personal jurisdiction can be founded on contractual consent and forum-selection clauses)
- Heller Financial, Inc. v. Midwhey Powder Co., 883 F.2d 1286 (7th Cir. 1989) (forum clauses imply consent to personal jurisdiction)
- Atlantic Marine Construction Co. v. United States District Court, 134 S. Ct. 568 (2013) (forum-selection clauses govern venue and forum non conveniens analysis)
- Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585 (1991) (forum clauses enforced even when not separately negotiated)