United States District Court, D. Maine
HIL TECHNOLOGY, INC. d/b/a HYDRO INTERNATIONAL, Plaintiff
ENGINEERING/REMEDIATION RESOURCES GROUP, INC., Defendant
DECISION AND ORDER ON DEFENDANT'S MOTION TO
DISMISS OR TRANSFER
Brock Hornby United States District Judge.
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.
and Procedural History
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).
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.
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.
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
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.
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).
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.
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,
in the alternative to transfer it under 28 U.S.C. §
1404(a). Notice of Removal (ECF No. 1); Def.'s
Mot. 1 (ECF No. 6).
Subject Matter Jurisdiction
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. ¶¶ 6, 11-12. The ...