United States District Court, D. Minnesota
David J.F. Gross, Esq., and Theodore M. Budd, Esq., Faegre Baker Daniels LLP, Minneapolis, MN, on behalf of Plaintiffs.
Scott A. Benson, Esq., Briol & Associates, PLLC, Minneapolis, MN, and Andrew P. Gold, Esq., Akerman Senterfitt, Fort Lauderdale, FL, on behalf of Defendant.
MEMORANDUM OPINION AND ORDER
ANN D. MONTGOMERY, District Judge.
On November 4, 2013, the undersigned United States District Judge heard oral argument on Defendant Andover Healthcare, Inc.'s ("Andover") Motion to Dismiss and/or to Transfer Venue [Docket No. 11]. For the reasons set forth below, Defendant's Motion is granted and this case is dismissed.
Plaintiffs 3M Company and 3M Innovative Properties Company (collectively, "3M") are Delaware corporations. Disclosure Statement of Pls. [Docket No. 2] ¶ 1. 3M and Andover both produce compression wrap bandage products. Am. Compl. [Docket No. 5] ¶¶ 3-6.
In April, 2010, 3M filed suit against Andover (the "2010 Minnesota Action") alleging the product packaging and inserts for Andover's two-layer compression system directly copied those for 3M's two-layer compression system. Id . ¶ 5. The 2010 Minnesota Action alleged, inter alia, copyright infringement, trade dress infringement, false advertising, and violations of Minnesota consumer protection statutes. Id.
Two months later, the parties settled the 2010 Minnesota Action and executed a Settlement Agreement and Release of Claims (the "Settlement Agreement"). Id . Ex. C. Under the Settlement Agreement, the parties agreed to release all claims related to their respective compression products, provided the claims arose before the Settlement Agreement's Effective Date of June 2, 2010. Settlement Agreement ¶ 6. The release provision specifically states:
In exchange for the terms of this Agreement, including but not limited to the warranties, representations and undertakings of Andover made in paragraphs 1-5 above and the mutual releases provided herein, each Party specifically releases, waives, and forever discharges the other Party, its successors in interest, its past, present and future assigns, officers, directors, subsidiaries, affiliates, insurers and underwriters, from any and all past claims, damages, demands, actions, liabilities and causes of actions, of every kind and character, whether asserted or unasserted, whether known or unknown, suspected or unsuspected, in law or in equity, for or by reason of any matter, cause or thing whatsoever related, in law or in equity, for or by reason of any matter, cause or thing whatsoever related to the Parties' respective compression products arising prior to the Effective Date. 3M further agrees that promptly upon execution of the Agreement by both Parties, 3M will take the necessary steps to dismiss the Action with prejudice. The Parties each acknowledge and agree that this release does not extend to claims, demands, actions, liabilities, or causes of action arising after the Effective Date of this Agreement.
Settlement Agreement ¶ 6 (emphasis added). As the final sentence of the release provision makes clear, the parties specifically agreed that only claims arising before the June 2, 2010, Effective Date were released under the Settlement Agreement, and that "claims, demands, actions, liabilities, or causes of action arising after the Effective Date" were not released. See id.
The Settlement Agreement also included a forum selection clause requiring any "action arising out of this Settlement Agreement" to be resolved in Minnesota:
This Settlement Agreement shall be governed by, subject to and construed in accordance with the law of the State of Minnesota and applicable federal laws without regard to conflict of law principles. Any dispute or action arising out of this Settlement Agreement shall be resolved exclusively in the state or federal courts located in Hennepin or Ramsey County in the State of Minnesota. Both parties unconditionally ...