Hansa Consult of North America, LLC v. Hansaconsult Ingenieurgesellschaft mbH
163 N.H. 46
| N.H. | 2011Background
- HCNA and hansaconsult were exclusive distribution parties for U.S./Canada, under a 2001 distribution agreement that ended December 31, 2005.
- In 2006, hansaconsult sued HCNA in New Hampshire and in Germany; HCNA counterclaims in the NH action.
- SPA (Aug 2006) dismissed both German and NH actions without prejudice to ongoing settlement negotiations.
- In 2009 hansaconsult sued HCNA in Germany for breach of the 2001 agreement; HCNA sued hansaconsult in NH for the same underlying claims in 2009.
- NH Superior Court held that resolution of underlying claims belonged in Germany per the distribution agreement; HCNA appealed.
- Court affirmed in part, reversed in part, and remanded, distinguishing misappropriation-based claims (to be Germany) from market representations claims (to NH).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Res judicata and collateral estoppel applicability | HCNA: prior final orders do not bar new NH claims. | Hansaconsult: prior judgment precludes relitigation of issues. | Res judicata/collateral estoppel do not bar HCNA's claims. |
| Scope of the forum selection clause | HCNA claims do not arise under the contract and thus need not be litigated in Germany. | Clause broad enough to cover all disputes arising from the parties' commercial dealings. | Misappropriation claims arise under the contract and belong in Germany; market representations claims do not. |
| Contract interpretation standard for forum clause | German forum required only for contract-based disputes; other claims permissible in NH. | Clause should be read broadly to require Germany for related disputes. | Court adopts First Circuit approach; applies contract language to separate contract-based vs. non-contract-based claims. |
| Due process in sua sponte dismissal | HCNA denied notice/opportunity to oppose dismissal. | HCNA had opportunity to seek reconsideration; due process not violated. | No due process violation; not reversible error. |
Key Cases Cited
- Lambert v. Kysar, 983 F.2d 1110 (1st Cir. 1993) (contract-related tort claims should follow forum selection clause)
- Phillips v. Audio Active Ltd., 494 F.3d 378 (2d Cir. 2007) (rights originate from contract; not all claims arise under)
- Omron Healthcare, Inc. v. Maclaren Exports Ltd., 28 F.3d 600 (7th Cir. 1994) (claims arguably depend on construction of the contract)
- Terra International, Inc. v. Mississippi Chemical Corp., 119 F.3d 688 (8th Cir. 1997) (contract language governs forum scope; respect intent)
- Wyeth, 119 F.3d 1070, 119 F.3d 1070 (3d Cir. 1997) (contract language broader when specifying arise under/relates to)
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (presumption of enforceability of forum clauses; focus on intent)
- Coastal Steel & Tubing Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190 (3d Cir. 1983) (scope tests for forum selection clauses)
- Morgenroth & Associates v. State, 126 N.H. 266 (1985) (elements of res judicata articulated)
- In re Juvenile 2004-637, 152 N.H. 805 (2005) (final judgment on merits required for res judicata)