Harpak-ULMA Packaging, LLC v. Digi Europe Limited
565 F.Supp.3d 17
D. Mass.2021Background
- Plaintiff Harpak-Ulma Packaging, LLC (HUP), a Massachusetts-based distributor, and defendant Digi Europe Ltd. (Digi), an England-based manufacturer, entered an Exclusive Agreement (Oct. 2013) appointing HUP as Digi’s exclusive North American distributor.
- The Agreement contained a termination-fee formula tied to HUP’s gross profit on sales in the prior 24 months, subject to an exception if HUP failed to meet a contract "Minimum Amount."
- The contract included a choice-of-law clause: governed by English law and submission to the non-exclusive jurisdiction of English courts.
- Digi terminated the Agreement in April 2020; HUP sued in Massachusetts (Mar. 2021) alleging breach for failure to pay a $607,257 termination fee and an unjust enrichment claim, centered on whether certain October 2019 purchase orders were "standard" (accepted automatically) or "non-standard."
- Digi moved to dismiss under forum non conveniens, arguing witnesses and documents are in England, English law governs, and English courts are more efficient; HUP assumed England is an adequate forum but opposed dismissal.
- Magistrate Judge Boal denied Digi’s motion, finding Digi did not meet the heavy burden to show England was clearly more convenient; private and public factors were at best roughly equal.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether England is an adequate alternative forum | Assumed by HUP for motion; therefore not contested here | England is adequate | Court accepted assumption and proceeded to balancing step |
| Location of witnesses and documentary evidence | Key evidence and decision-making occurred in Massachusetts; some witnesses are here | Nearly all witnesses and material documents are in England; administrative steps occurred there | Court found Digi failed to show key documents/witnesses are exclusively in England; factor is neutral-to-marginally favors neither side |
| Compulsory process for unwilling witnesses | HUP noted U.S.-based witnesses exist and documentary evidence is largely electronic | Three Digi witnesses are ex-employees outside district and cannot be subpoenaed here | Court held Digi did not show live testimony from those witnesses was critical; factor does not support dismissal strongly |
| Applicable law and forum efficiency (public factors) | Massachusetts has local interest (contract performed here in part) and manageable docket | Agreement selects English law and parties submitted England as forum; English courts (LCCC) may be faster | Choice-of-law favors England but is non-dispositive; court rejected efficiency argument because Digi did not show a material congestion advantage; public factors do not overcome presumption favoring plaintiff’s home forum |
Key Cases Cited
- Nandjou v. Marriott Int’l, Inc., 985 F.3d 135 (1st Cir. 2021) (explains forum non conveniens burden and heavy showing required to overcome plaintiff’s chosen forum)
- Imamura v. Gen. Elec. Co., 957 F.3d 98 (1st Cir. 2020) (two-step forum non conveniens framework and balancing factors)
- Iragorri v. Int’l Elevator, Inc., 203 F.3d 8 (1st Cir. 2000) (enumeration of private and public interest factors)
- Mercier v. Sheraton Int’l, Inc., 935 F.2d 419 (1st Cir. 1991) (adequacy-of-forum considerations)
- Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (U.S. 1947) (classic list of private interest factors for forum non conveniens)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (U.S. 1981) (public-interest factors and forum non conveniens principles)
- Otto Candies, LLC v. Citigroup, Inc., 963 F.3d 1331 (11th Cir. 2020) (digital evidence reduces burdens of transnational discovery)
- Snöfrost AB v. Håkansson, 353 F. Supp. 3d 99 (D. Mass. 2018) (treating plaintiff’s factual allegations as true for venue analyses)