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HIL Technology Inc. v. Engineering/Remediation Resources Group Inc

United States District Court, D. Maine

May 14, 2018

HIL TECHNOLOGY, INC. d/b/a HYDRO INTERNATIONAL, Plaintiff
v.
ENGINEERING/REMEDIATION RESOURCES GROUP, INC., Defendant

          DECISION AND ORDER ON DEFENDANT'S MOTION TO DISMISS OR TRANSFER

          D. Brock Hornby United States District Judge.

         In this case, I determine that a forum selection clause in the parties' contractual documents requires me to transfer their lawsuit to the Northern District of California.

         Facts and Procedural History[1]

         The plaintiff is a Maine corporation that offers products and services related to water management and environmental impact. Its principal place of business is in Maine. Pl.'s Opp'n 2 (ECF No. 8); Purinton Decl. ¶¶ 4-5 (ECF No. 9). The defendant is a California corporation that specializes in environmental remediation and other services. It has no connection to Maine aside from this lawsuit and the events underlying it. Def.'s Mot. 2; Appel Decl. ¶¶ 3-11 (ECF No. 7).

         In March of 2017, the California defendant was preparing to bid on an RFP issued by the Stanford Linear Accelerator Center National Accelerator Laboratory (SLAC) to install a hydrodynamic separator unit at the SLAC campus in Menlo Park, California. Def.'s Mot. 2-3; Appel. Decl. ¶¶ 14, 19. The project's specifications were prepared by SLAC's retained engineering firm, Def.'s Mot. 2; Appel. Decl. ¶ 15, and called for the installation of a piece of equipment manufactured and sold only by the Maine plaintiff-its Downstream Defender unit (the Unit). Def.'s Mot. 3; Appel. Decl. ¶¶ 19-20.

         On March 21, while the California defendant was still preparing its bid, one of its employees called the plaintiff's regional sales representative (also in California) for a quote on the Unit. Appel Decl. ¶¶ 21-22; Pl.'s Opp'n 3; Purinton Decl. ¶ 7. They called and emailed back and forth over the course of the following week about the details of the Unit. Appel Decl. ¶ 23. On March 27, an employee of the plaintiff in Maine emailed a quote (the Quote or Sales Quote) for the Unit to the California defendant. Appel Decl. ¶ 24; Purinton Decl. ¶ 8; Sales Quote, Purinton Decl. Ex. A (ECF No. 9-1). The Quote included a price for the Unit and another item. Its stated terms included “[p]ayment in accordance with [the Maine plaintiff's] standard Terms and Conditions.” But no such terms were actually transmitted with the Quote, Appel Decl. ¶ 24, nor were they linked to or incorporated in the Quote itself.

         On May 4, the California defendant emailed the Maine plaintiff that it had won the SLAC bid and that a purchase order (the Order or Purchase Order) would follow later that day, which it did. Appel Decl. ¶ 27; Purinton Decl. ¶¶ 13-15. The Order was for the Unit at the quoted price (and not the other item), was directed to the plaintiff's Maine address, and included the California defendant's “Purchase Order Terms and Conditions.” Purchase Order, Purinton Decl. Ex. D (ECF No. 9-4). Those terms included choice-of-law and forum-selection clauses, both in favor of California. Id. ¶ 18. They also specified certain means of acceptance, and attached conditions to that acceptance: “By accepting this purchase order . . . either (a) in writing or (b) by prompt (i) shipment of any goods . . . or (ii) performance of any services . . . [Maine] Seller agrees to sell [California] Buyer the Goods and to perform the Services on this Order's terms and conditions. . . . [California] Buyer hereby rejects any terms and conditions in [Maine] Seller's acceptance that add to, vary from, or conflict with the Terms & Conditions.” Id. ¶ 1 (emphasis in original).

         On May 5, in response to the previous day's email of the Purchase Order, the Maine plaintiff asked the California defendant if it intended to purchase the other item in addition to the Unit. Purinton Decl. Ex. C (ECF No. 9-3). On May 8, the California defendant responded that it was purchasing only the Unit. Id. The Maine plaintiff emailed back shortly after: “We'll go ahead and get that processed.” Id. It did not sign the Purchase Order. Purinton Decl. ¶ 18.

         The parties corresponded throughout May, June, and July about the technical details of the SLAC project, especially scheduling and installation of the Unit. Id. ¶¶ 19-23; Purinton Decl. Exs. F, G (ECF Nos. 9-6, 9-7).

         On June 28, the Unit's components were physically delivered to the SLAC campus. Compl. ¶ 9 (ECF No. 3-3). On June 30, the Maine plaintiff emailed the California defendant an invoice (the Invoice or Sales Invoice) for the Unit. Purinton Decl. ¶ 24; Sales Invoice, Purinton Decl. Ex. H (ECF No. 9-8). The Invoice said “[y]ou can see our terms and conditions of sale on our website at [URL].” Purinton Decl. Ex. H. Unlike the Quote, the Invoice did not say that payment must be “in accordance with [the plaintiff's] standard Terms and Conditions, ” Purinton Decl. Ex. A-it simply linked to them. The plaintiff's terms (the Terms or Invoice Terms) contained a forum selection clause in favor of Maine. Invoice Terms, Purinton Decl. Ex. I ¶ 16 (ECF No. 9-9). They also said that the plaintiff's “obligations hereunder are expressly conditioned on Buyer's assent to these terms and conditions.” Id. ¶ 2.

         On October 17, the California defendant sent the Maine plaintiff a letter refusing to pay for the Unit. Purinton Decl. ¶ 26. The plaintiff eventually sued the defendant in Maine state court for breach of contract, unjust enrichment, and quantum meruit. Compl. ¶¶ 14-36. The defendant removed the case to this federal court and moved to dismiss or transfer the case for lack of personal jurisdiction pursuant to Fed R. Civ. P. 12(b)(2) or 28 U.S.C. § 1631, [2] or in the alternative to transfer it under 28 U.S.C. § 1404(a).[3] Notice of Removal (ECF No. 1); Def.'s Mot. 1 (ECF No. 6).[4]

         Analysis

         1. Subject Matter Jurisdiction

         The defendant removed the case from Maine Superior Court on the basis of diversity jurisdiction. Notice of Removal ¶ 3 (citing 28 U.S.C. § 1332). The parties are diverse: the plaintiff is a citizen of Maine and the defendant is not. Id. ΒΆΒΆ 6, 11-12. The ...


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