United States District Court, D. Minnesota
A. Wentzell and James W. Moen, Wentzell Law Office, PLLC,
Counsel for Plaintiff.
K. Bassin and Rachelle A. Velgersdyk, Bowman & Brooke
LLP, Counsel for Defendant.
MEMORANDUM OF LAW & ORDER
Michael J. Davis United States District Court
matter is before the Court on Defendant's Motion to
Dismiss Plaintiff's Complaint. [Docket No. 10] The Court
heard oral argument on March 8, 2018. Based on the forum
selection clause in the License Agreement, this matter is
dismissed for forum non conveniens.
Graphic Systems, Inc. (“Graphic Systems”) is a
Minnesota corporation with its principal place of business in
Minneapolis, Minnesota. (Compl. ¶ 1.) Graphic Systems
provides grand format digital printing to retail sales
companies. (Id. ¶ 5.)
Avanti Computer Systems Limited (“Avanti”) is a
Canadian company with its principal place of business in
Toronto, Ontario, Canada. (Compl. ¶ 2.) Avanti provides
computer software to digital printing companies.
(Id. ¶ 9.) In particular, Avanti sells
Slingshot, software used as a platform for a grand format
printing system. (Id. ¶ 10.)
The License Agreement
the spring of 2014, Avanti and Graphic Systems began
discussions regarding Graphic Systems' software needs.
(Compl. ¶ 11.) Prior to the parties entering into a
contract, Avanti made representations regarding the
capabilities of the Slingshot system and its compatibility
with Graphic Systems' business. (Id.
¶¶ 13, 16.)
16, 2014, Graphic Systems and Avanti entered into a License
Agreement for the use of Avanti's Slingshot management
information system. (Compl. ¶ 15; Bassin Decl., Ex. A,
License Agreement.) The License Agreement provides:
Governing Law. This Agreement is governed by the
laws of the Province of Ontario and the federal laws of
Canada applicable therein and, if the Licensed Programs were
acquired within Canada, each of the parties hereto
irrevocably attorns to the exclusive jurisdiction of the
courts of the Province of Ontario without regard to conflicts
of laws principles. If the Licensed Programs were acquired
outside Canada, each of the parties hereto irrevocably
attorns to the non-exclusive jurisdiction of the courts of
the Province of Ontario, provided that the Licensee agrees
that any claim or action brought by the Licensee shall be
commenced in the courts of the ...