Case Information
*1 Bеfore: BERZON, and N.R. SMITH, Circuit Judges, and CHRISTENSEN, [**] Chief District Judge.
*2
Adema Technologies, Inc. (“Adema”) appeals the district court’s dismissal of its case on the ground of forum non conveniens . We affirm. The district court did not abuse its discretion in enforcing the forum-selection clause contained in Adema’s supply agreement with Wacker Chemie AG (“Wacker”) with respect to all of Adema’s claims.
1. The forum-selection clause governs the entire controversy. The language
of the clause at issue, which refers to the “legal relations between the parties” and
provides that Munich is the “[e]xclusive place of jurisdiction,” is expansive.
Where a broad forum-selection clause is included in a contract and the pаrties raise
non-contractual claims, the forum-selection clause can apply to the non-contractual
claims, аt least where “resolution of the claims relates to interpretation of the
contract.”
Manetti-Farrow, Inc. v. Gucci Am., Inc.
,
All of Adema’s claims “relate to” interpretation of the contract. Adema
contends that Wacker unfairly induced Adema to enter into a fixed-price
agreement although Wacker knew that it would soon dramatically increase
production and thus lower the market price for polysiliсon. Had Adema not
entered into the supply agreement, it would have benefitted from this drop in price.
Adema’s alleged ecоnomic injury, and therefore its standing to bring an unfair
*3
competition claim under California Business and Professions Code §§ 17200,
et
seq.
, depends on the terms of the contract, including the price agreed upon and the
circumstances under which Adema may be released from its obligations.
See
Kwikset Corp. v. Superior Court
,
Even assuming Adema did not waive the remainder of its arguments about the scope of the forum-selection clause, Adema’s unjust enrichment, conversion, and aiding and abetting claims likewise relate to the agreement. None could go forward had the contract nоt existed. Accordingly, we conclude that the forum- selection clause applies to all of Adema’s claims.
2. A court should refusе to enforce a forum-selection clause “[o]nly under
extraordinary circumstances unrelated to the convenience of the parties.”
Atl.
Marine Constr. Co. v. U.S. Dist. Court
,
A forum-selection clause designating a foreign forum is enforced through the doctrine of forum non conveniens . Id. at 580. When a valid forum-selection clаuse is at issue, the conventional forum non conveniens analysis is modified in three ways. Id. at 581-83 & 583 n.8. First, the plaintiff bears the burden of *4 showing why the court should disregard the forum-selection clause. Id. at 581-82. Second, the court considers only public-interest factors weighing against dismissal. Id. at 582. Third, the agreed-upon forum need not apply the law of the court in which the plaintiff filed suit. Id. at 582-83.
The forum-selection clause contained in the supply agreement is enforceable
unless Adema can “clearly show thаt enforcement would be unreasonable and
unjust.”
M/S Bremen v. Zapata Off-Shore Co.
,
The district court did not abuse its discretion in enforcing the forum- selection clause here. Adema has nоt suggested that the clause resulted from fraud or overreaching. Further, requiring Adema to litigate in Germany would neither effectively deny Adema its day in court nor contravene important public policies of California.
Adema has not met its “heavy burden” to show that trial in Germаny “would
be so difficult and inconvenient that the party would effectively be denied a
*5
meaningful day in court.”
Argueta v. Banco Mexicano, S.A.
,
Moreover, even if German law would treat Adema’s claims somewhat less
favorably than would Californiа law, this difference in treatment does not mandate
reversal. Adema need not be guaranteed identical recourse in the fоreign forum for
enforcement of the forum-selection clause to be reasonable,
see Richards
, 135 F.3d
at 1295, nor is our “job at this juncture . . . to prediсt the outcome of any
proceeding” in a foreign court.
Holland Am. Line Inc. v. Wärtsilä N. Am., Inc.
, 485
F.3d 450, 457 (9th Cir. 2007). Adema has not shown that Germany law would be
“so deficient that the [plaintiff] would be deprived of any reasonable recourse,”
Richards
,
Nor has Adema shown that requiring it to litigate in the agreed-upon forum would contravene important California public policy. Because Adema raises public policy arguments, the applicability of the German choice-of-law provision raises an important predicate question. Whether German choice-of-law principles would aрply German or California law in a German forum has not been addressed at all. Nor have the parties discussed whether German law wоuld apply in California under the choice-of-law provision were the forum-selection clause not enforced. Without any indication of which forum’s substantive law would apply where, we cannot begin to assess whether California public policy is implicated by the forum choice standing alone.
Moreover, even if we assume that the choice of Germany as the forum
would dictate Gеrman law as the applicable substantive law, the district court did
not abuse its discretion in concluding that enforcing the forum-selectiоn clause
would not violate California’s public policies against excessive forfeitures and
unfair trade practices. Adema has not shown that, were trial to proceed in
Germany, Wacker would recover an amount disproportionate to its actual damages.
See Ridgley v. Topa Thrift & Loan Ass’n
,
No other public-interest factors weigh strongly in Adema’s favor.
See Atl.
Marine Constr. Co
.,
AFFIRMED.
Notes
[*] This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36-3.
[**] The Honorable Dana L. Christensen, United States Chief District Judge for the District of Montana, sitting by designation.