QVC, Inc. v. Your Vitamins, Inc.
2010 U.S. Dist. LEXIS 126358
| D. Del. | 2010Background
- QVC and QHealth sue Your Vitamins/ProCaps for false advertising, consumer fraud, and related claims based on Lessman blogs about their products.
- Lessman previously worked with QVC, left in 1997 for HSN, then promoted competing products including Healthy Hair.
- Nature's Code Hair and related products are marketed by plaintiffs on QVC's network and website; ProCaps markets competing items.
- In 1997, the parties signed a settlement with a forum selection clause requiring disputes to be litigated in the Eastern District of Pennsylvania.
- Plaintiffs amended the complaint in 2010 to add a breach of contract claim alleging disparaging remarks by Lessman and his declarations in this litigation.
- The court denied a TRO and preliminary injunction; the case is transferred to Pennsylvania after concluding the forum clause controls.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Forum selection clause enforceability | Plaintiffs contend the clause should not bind the overall case due to public policy against splitting actions. | Defendants argue the clause is clear and controls all matters arising from the agreement. | Forum clause controls; not waived by amending complaint; enforcement favored. |
| Appropriateness of transfer rather than dismissal | Plaintiffs argue venue is proper in Delaware; no transfer required. | Clause makes Pennsylvania the proper forum; transfer is appropriate to honor forum selection. | Transfer to the Eastern District of Pennsylvania is appropriate. |
| Governing law and related transfer rationale | Delaware/initial forum law should apply; concerns about convenience. | Pennsylvania law governs disputes under the Agreement, supporting transfer. | Agreement provides Pennsylvania law governs disputes; transfer to PA proper. |
Key Cases Cited
- Coastal Steel Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190 (3d Cir. 1983) (forum selection clauses are presumptively valid and enforceable)
- Jumara v. State Farm Ins. Co., 55 F.3d 873 (3d Cir. 1995) (private and public factors to consider in transfer decisions)
- Toledo Mack Sales & Service, Inc. v. Mack Trucks, Inc., 530 F.3d 204 (3d Cir. 2008) (overlap of contract and tort claims and choice of forum implications)
- eToll Inc. v. Elias/Savion Advertising Inc., 811 A.2d 10 (Del. 2002) (Delaware choice-of-law considerations in related proceedings)