Adema Technologies, Inc v. Wacker Chemical Corporation et al, No. 5:2013cv05599 - Document 56 (N.D. Cal. 2014)
Court Description: ORDER Granting 27 , 33 Motions to Dismiss for Forum Non Conveniens. Signed by Hon. Beth Labson Freeman on 7/22/2014. (blflc2, COURT STAFF) (Filed on 7/22/2014)
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1 2 3 UNITED STATES DISTRICT COURT 4 NORTHERN DISTRICT OF CALIFORNIA 5 SAN JOSE DIVISION 6 ADEMA TECHNOLOGIES INC., D/B/A GLORIA SOLAR (USA), 7 Case No. 13-cv-05599-BLF Plaintiff, 8 ORDER GRANTING MOTIONS TO DISMISS FOR FORUM NON CONVENIENS v. 9 10 WACKER CHEMIE AG AND WACKER CHEMICAL CORPORATION, 11 [Re: ECF 27, 33] United States District Court Northern District of California Defendants. 12 13 In this breach of contract case, the Court must decide whether the action should be 14 dismissed in light of a forum-selection clause in the underlying contract. Plaintiff Adema 15 Technologies Inc., D/B/A Gloria Solar (USA) (“Plaintiff”) filed the original action before this 16 Court, asserting claims for breach of contract, breach of the implied covenant of good faith and 17 fair dealing, unjust enrichment, conversion, and violation of California Business and Professions 18 Code §§ 17200, et seq. (“UCL”). Defendants Wacker Chemie AG (“Wacker AG”) and Wacker 19 Chemical Corporation (“Wacker USA,” collectively with Wacker AG, “Defendants”) have each 20 moved to dismiss the action on the basis of forum non conveniens, requesting that the Court 21 enforce a forum-selection clause in the underlying contract identifying Munich, Germany as the 22 exclusive forum for disputes relating to the contract. (See Wacker USA Mot., ECF 27; Wacker 23 AG Mot., ECF 33) Plaintiff opposes these motions. (See Pl.’s Opp. to Wacker USA, ECF 31; 24 Pl.’s Opp. to Wacker AG, ECF 36) On July 17, 2014, the Court heard oral argument on the 25 motions, after which it deemed the matter submitted. For the reasons stated herein, Defendants’ 26 Motions to Dismiss are GRANTED on the basis of forum non conveniens.1 27 28 1 Defendants raised, and the parties briefed, other grounds for dismissal under Federal Rule of Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS I. 1 BACKGROUND On March 13, 2007, Plaintiff and defendant Wacker AG entered into a six year supply 2 3 agreement for polycrystalline silicon (polysilicon), a raw material used in the manufacture of 4 Plaintiff’s solar panel products (“Supply Agreement”).2 (Compl. ¶¶ 1, 4, ECF 1) The Supply 5 Agreement provided for monthly shipments of polysilicon from Wacker AG to Plaintiff for a fixed 6 price of 42 €/kg over a six year period beginning January 2011. (Id. ¶ 4, 20) The Supply 7 Agreement includes a forum-selection clause that designates Munich, Germany as the “exclusive 8 place of jurisdiction.” (Wacker AG Mot. 3) Although the Supply Agreement was executed 9 between Plaintiff and Wacker AG, Plaintiff alleges that Wacker USA became the “primary point of contact” on the agreement after deliveries of polysilicon commenced, and that Wacker USA 11 United States District Court Northern District of California 10 “administered deliveries, payments and negotiations from its California offices.” (Compl. ¶ 21) At the time the parties executed the Supply Agreement, the spot price (i.e., the current 12 13 market price) of polysilicon was approximately 200 €/kg, eventually climbing as high as 291 €/kg. 14 (Id. ¶ 18, 23) By January 2011, when Wacker AG began delivering polysilicon to Plaintiff under 15 the Supply Agreement, the spot price had dropped to just above 42 €/kg. (Id. ¶ 23) By the time 16 Plaintiff filed this lawsuit on December 4, 2013, the spot price was approximately 13 €/kg. (Id. ¶ 17 24) Needless to say, it eventually became economically unfeasible for Plaintiff to accept 18 shipments from Wacker AG at the contract price. (Id. ¶ 40) On February 14, 2013, Plaintiff 19 notified Defendants in writing that it was canceling the Supply Agreement, upon which 20 Defendants allegedly confiscated the remainder of Plaintiff’s prepayment deposit, totaling 21 €14,670,400. (Id. ¶ 6, 61) 22 Plaintiff alleges that the precipitous drop in polysilicon prices was due to Defendants’ 23 “long-term campaign of flooding global markets with polysilicon and pushing down the spot 24 25 26 27 28 Civil Procedure 12(b)(6). Because the Court determines that the forum-selection clause is enforceable and mandates dismissal, the Court does not address those other arguments here. 2 The parties filed the Supply Agreement at issue under seal. (See ECF 8, 17) References to the agreement are taken from Plaintiff’s Complaint, and the parties’ motion briefing, which are not under seal. 2 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 price.” (Id. ¶ 22) Defendants did not inform Plaintiff of this alleged campaign in 2007, when the 2 parties executed the Supply Agreement. (Id. ¶ 45) Based on this theory, Plaintiff filed suit in this 3 district, asserting claims against both Defendants for breach of contract, breach of implied 4 covenant of good faith and fair dealing, unjust enrichment, conversion, and unfair competition in 5 violation of California’s Unfair Competition Law (“UCL”) at California Business and Professions 6 Code §§ 17200, et. seq. ( See id.) Though Wacker USA is not a party to the Supply Agreement, 7 Plaintiff seeks to hold it liable on the theory that Wacker USA aided and abetted Wacker AG at all 8 times in its allegedly unfair, illegal, and tortious conduct in connection with the Supply 9 Agreement. (Id. ¶¶ 21, 90) In response, Defendants filed the motions before this Court, asking that the Court enforce 10 United States District Court Northern District of California 11 the forum-selection clause in the Supply Agreement and dismiss this action on the doctrine of 12 forum non conveniens. 13 II. LEGAL STANDARD 14 The enforceability of a contractual forum-selection clause in a diversity case is governed 15 by federal law. Manetti-Farrow, Inc. v. Gucci America, Inc., 858 F.2d 509, 513 (9th Cir. 1988). 16 A district court “has discretion to respond at once to a defendant’s forum non conveniens plea, and 17 need not take up first any other threshold objection.” Sinochem Int’l Co. v. Malaysia Int’l 18 Shipping Corp., 549 U.S. 422, 425 (2007). 19 “[A] freely negotiated private international agreement, unaffected by fraud, undue 20 influence, or overweening bargaining power . . . should be given full effect.” M/S Bremen v. 21 Zapata Off-Shore Co., 407 U.S. 1, 12-13 (1972). As such, a forum-selection clause is prima facie 22 valid unless a party challenging its enforcement can prove that “enforcement would be 23 unreasonable and unjust, or that the clause was invalid for such reasons as fraud or overreaching.” 24 Id. at 15. Enforcement is unjust if it would “contravene a strong public policy of the forum in 25 which suit is brought, whether declared by statute or by judicial decision.” Id. 26 27 28 The United States Supreme Court recently reiterated the importance of respecting a contractually valid forum-selection clause: “When parties have contracted in advance to litigate 3 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 disputes in a particular forum, courts should not unnecessarily disrupt the parties’ settled 2 expecations.” Atlantic Marine Const. Co., Inc. v. U.S. Dist. Court for Western Dist. of Texas, 134 3 S. Ct. 568, 583 (2013). “Only under extraordinary circumstances unrelated to the convenience of 4 the parties” should a court deny a party’s request to enforce a forum-selection clause. Id. at 581 5 (emphasis added). “[A]s the party defying the forum-selection clause, the plaintiff bears the 6 burden of establishing that transfer to [or dismissal in favor of] the forum for which the parties 7 bargained is unwarranted.” Id. 8 “[T]he appropriate way to enforce a forum-selection clause pointing to a state or foreign 9 forum is through the doctrine of forum non conveniens.” Id. at 580. The forum non conveniens analysis entails the same balancing-of-interests that courts typically conduct in considering 11 United States District Court Northern District of California 10 motions to transfer venue pursuant to 28 U.S.C. § 1404(a), wherein the district court “must 12 evaluate both the convenience of the parties and various public-interest considerations.” Id. at 13 581. The presence of a contractually valid forum-selection clause alters this calculus in certain 14 key respects: the district court gives no weight to a plaintiff’s choice of forum and “should not 15 consider arguments about the parties’ private interests” because “[w]hen parties agree to a forum- 16 selection clause, they waive the right to challenge the preselected forum as inconvenient or less 17 convenient for themselves or their witnesses, or for their pursuit of the litigation.” Id. at 581-82. 18 As a consequence, a court faced with a motion for forum non conveniens based on a contractual 19 forum-selection clause considers only public-interest factors such as “the administrative 20 difficulties flowing from court congestion; the local interest in having localized controversies 21 decided at home; and the interest in having the trial of a diversity case in a forum that is at home 22 with the law.” Id. at 581 n.6 (quoting Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n.6 (1981)). 23 III. 24 ENFORCEMENT OF THE FORUM-SELECTION CLAUSE WITH RESPECT TO WACKER AG The forum-selection clause that Defendants seek to enforce here states simply that Munich, 25 26 Germany shall be the “exclusive place of jurisdiction.” (Wacker AG Mot. 3) The clause governs “[t]his Agreement . . . and the legal relations between the parties hereto.” (Wacker AG Reply 7, 27 28 4 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 ECF 40) Because Wacker AG is the only defendant party to the Supply Agreement, the Court will 2 address the forum-selection clause primarily with respect to Wacker AG’s Motion to Dismiss. 3 The thrust of Plaintiff’s argument against dismissal for forum non conveniens is that 4 countervailing factors militate against enforcing the forum selection clause. (Pl.’s Opp. to Wacker 5 AG 5-12). Plaintiff does not dispute the facial validity of the forum-selection clause or that it 6 points to Munich, Germany as the contractual forum for claims relating to the Supply Agreement. 7 Rather, Plaintiff argues that enforcing the forum-selection clause would contravene California’s 8 strong public policies against forfeitures of deposits and in favor of providing protection against 9 unfair and deceptive trade practices. (Id. at 5-10) Plaintiff also argues that it would be effectively denied its day in court should this Court find that the case must be litigated in Germany. (Id. at 11 United States District Court Northern District of California 10 10-12) The Court addresses each of these arguments in turn. 12 A. 13 Plaintiff urges that California law specifically codifies the state’s public policy against 14 forfeitures and that sending Plaintiff’s case to Germany would deprive Plaintiff of California’s 15 statutory protection against forfeiture. (Id. at 7) Wacker AG argues that Plaintiff’s contention is 16 “flat wrong” because California law only prohibits excessive forfeitures, and German courts have 17 similarly invalidated excessive contractual penalties and liquidated damages. (Wacker AG Reply 18 4) Moreover, Wacker AG contends that California’s policy against forfeitures is not implicated 19 here because Wacker AG retained Plaintiff’s deposit to recover a portion of the damages it 20 incurred from Plaintiff’s repudiation of the Supply Agreement and, as such, it was not an 21 excessive forfeiture. (Id.) 22 Forfeiture The Court agrees with Wacker AG that Plaintiff has not sufficiently demonstrated that 23 enforcement of the forum-selection clause would necessarily contravene California’s policy 24 against forfeiture. “To require that ‘American standards of fairness’ must . . . govern the 25 controversy demeans the standards of justice elsewhere in the world, and unnecessarily exalts the 26 primacy of United States law over the laws of other countries.’” Richards v. Lloyd’s of London, 27 135 F.3d 1289, 1295 (9th Cir. 1998) (quoting Scherk v. Alberto-Culver Co., 417 U.S. 506, 517 28 5 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 n.11 (1974)). So, too, does presuming that Germany would not protect Plaintiff against a truly 2 unjust forfeiture. See also Manetti-Farrow, 858 F.2d at 515. 3 Plaintiff has not demonstrated that a German court would not afford Plaintiff protection from an excessive or punitive forfeiture, while Wacker AG has shown that a German court may. 5 Similarly, although Plaintiff contends that “German law would enforce provisions of the Supply 6 Agreement purporting to require forfeiture of Plaintiff’s prepayments,” (Pl.’s Opp. to Wacker AG 7 7), Plaintiff has not demonstrated that California law would not, in this situation, equally enforce a 8 contract provision permitting Wacker AG to retain a prepayment deposit as partial damages. 9 Plaintiff’s forfeiture argument ultimately depends on speculation as to the amount of damages that 10 a German court may award in enforcing the Supply Agreement, as compared to a California court, 11 United States District Court Northern District of California 4 and that is not a “conflict [in laws] involving fundamental policy in California.” CQL Original 12 Products, Inc. v. Nat’l Hockey League Players’ Ass’n., 39 Cal. App. 4th 1347, 1357 (1995); see 13 also East Bay Women’s Health, Inc. v. gloStream, Inc., No. C 14-00712 WHA, 2014 WL 14 1618382, at * 3 (N.D. Cal. April 21, 2014). There is thus no public policy reason to deny 15 enforcement of a forum-selection clause that the parties have “freely entered into.” CQL, 39 Cal. 16 App. 4th at 1357. 17 B. 18 Plaintiff next argues that California’s UCL protections against unfair competition militate Unfair Competition Law 19 against dismissal because “[a]pplication of German law by a German court would also deny 20 Plaintiff the opportunity to bring claims under the UCL.” (Pl.’s Opp. to Wacker AG 8) Wacker 21 AG contends that Plaintiff fails to acknowledge that Germany has unfair competition laws and that 22 Plaintiff “provides no argument or evidence that German law does not provide an adequate 23 alternative claim.” (Wacker AG Reply 5) 24 The Court need not decide whether German law provides an adequate alternative claim 25 because the question before the Court is the enforcement of a contract’s selection of forum, and 26 not the Supply Agreement’s choice of law provision. “A forum-selection clause determines where 27 an action will be heard, and is separate and distinct from choice of law provisions that are not 28 6 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 before the court.” East Bay, 2014 WL 1618382, at * 3 (internal quotations omitted). The East 2 Bay court recently rejected a similar argument against a enforcing forum-selection clause in the § 3 1404(a) context, reasoning: 4 [P]laintiffs’ argument that [foreign district] laws might provide them with less protection than California’s Unfair Competition Law is unavailing because it requires speculation as to the potential outcome of the litigation on the merits in the transferee forum and to consider whether that outcome would conflict with a strong public policy of the transferor forum at the outset of the action. It may be the case that the transferee court may decide to apply the substantive law sought by plaintiffs. 5 6 7 8 9 Id. (internal quotations and citations omitted); see also Universal Operations Risk Mgmt., LLC v. Global Rescue LLC, C 11-5969 SBA, 2012 WL 2792444, at *6 (N.D. Cal. July 9, 2012) 11 United States District Court Northern District of California 10 (collecting cases rejecting a choice-of-law attack against enforcing a forum-selection clause). 12 Here, the Supply Agreement contains a choice of law provision that is not before the 13 Court. Rather, the only matter for the Court to decide is whether the contractual forum takes 14 precedence, and Plaintiff has not identified “a fundamental public policy underlying California’s 15 Unfair Competition Act that relates to venue.” East Bay, 2014 WL 1618382, at *3 (emphasis in 16 original). Plaintiff’s reliance on Doe 1 v. AOL LLC, 552 F.3d 1077, 1082 (9th Cir. 2009), is 17 unpersuasive. As another court in this district has noted, unlike the statute at issue in Doe, the 18 UCL does not contain an anti-waiver provision indicating a fundamental California public policy 19 favoring application of California’s consumer protections above the law of foreign jurisdictions. 20 See Madanat v. First Data Corp., No. C 10-04100 SI, 2011 WL 208062, at * 4 (N.D. Cal. Jan. 21, 21 2011). As such, Plaintiff has not met its burden to demonstrate that enforcing the Supply 22 Agreement’s forum-selection clause contravenes fundamental California public policy underlying 23 the UCL with respect to venue. Plaintiff’s Ability to Access a Foreign Forum 24 C. 25 Plaintiff finally attempts to draw the Court’s attention to its financial inability to litigate in 26 Munich, Germany arguing that “the extreme cost of litigating in Germany (due to attorneys’ fees 27 in Germany, as well as the need for multilingual translation) would effectively preclude Adema 28 7 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 from having its day in court because it is on the brink of insolvency.” (Pl.’s Opp. to Wacker AG 2 10; see also Decl. of Joe Wang, ECF 31-1) Wacker AG avers, however, that it has sued Plaintiff 3 in Germany, and Plaintiff has already entered its appearance in that lawsuit. (Wacker AG Mot. 1) 4 Plaintiff does not dispute this fact, which is fatal to its argument that it cannot afford to litigate in 5 Germany. If anything, because Plaintiff has already committed to defending itself in Germany 6 against Wacker AG’s claims under the same Supply Agreement at issue in this action, dismissal in 7 favor of the contractually-selected forum promotes efficiency by requiring all claims to be 8 litigated in one forum instead of two. 9 In contrast to the employment contract cases that Plaintiff relies upon, this case involves an arms-length agreement between sophisticated private parties. Cf. Murphy v. Schneider, 362 F.3d 11 United States District Court Northern District of California 10 1133, 1141-42 (9th Cir. 2004). Ultimately, whatever “inconvenience” Plaintiff would suffer by 12 being forced to litigate in Munich, Germany was “clearly foreseeable at the time of contracting.” 13 Bremen, 407 U.S. at 17. Plaintiff’s financial difficulties, while sympathetic, cannot serve as an 14 end-run around its contractual agreement to litigate its claims in Germany. As another court in 15 this district recently noted in reconsidering a forum-selection analysis in light of Atlantic Marine, 16 “the financial cost and inconvenience of litigating the case in [a foreign jurisdiction] . . . are the 17 sorts of ‘practical problems’—related to making ‘trial of a case easy, expeditious and 18 inexpensive’—which have been deemed private interest factors that may not be considered under 19 Atlantic Marine.” Monastiero v. appMobi, Inc., No. C 13-05711 SI, 2014 WL 1991564, at *5 20 (N.D. Cal. May 15, 2014). “While the Court finds [Plaintiff’s] private interests compelling, it is 21 prohibited from considering these factors in conducting its analysis.” Id. 22 D. 23 A court faced with a motion for forum non conveniens based on a contractually valid The Forum Non Conveniens Factors Support Dismissal of the Case 24 forum-selection clause considers only public-interest factors such as “the administrative 25 difficulties flowing from court congestion; the local interest in having localized controversies 26 decided at home; and the interest in having the trial of a diversity case in a forum that is at home 27 with the law.” Atlantic Marine, 134 S. Ct. at 582 n.6. Plaintiff’s choice of forum and its private 28 8 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 convenience interests merit no weight. Id. at 581-82. Here, Plaintiff argues that California has 2 “special interest” in the dispute because Plaintiff is a California corporation, Plaintiff and Wacker 3 USA “conducted business in California,” and Wacker USA “administered deliveries, payments 4 and negotiations in California from its offices.” (Pl.’s Opp. to Wacker AG 6) Although the Court may consider “the local interest in having localized controversies 5 6 decided at home” as a public-interest factor against dismissal for forum non conveniens, Plaintiff 7 has not demonstrated that the local interest here is in any way exceptional or unusual enough to 8 justify upsetting the parties’ settled expectations. When the parties’ contract contains a valid 9 forum-selection clause, that clause “represents the parties’ agreement as to the most proper forum” and should be “given controlling weight in all but the most exceptional cases.” Atlantic Marine, 11 United States District Court Northern District of California 10 134 S. Ct. at 581 (internal quotations omitted). “The enforcement of valid forum-selection 12 clauses, bargained for the by the parties, protects their legitimate expectations and furthers vital 13 interests of the justice system.” Id. (internal quotations omitted). “In all but the most unusual 14 cases . . . ‘the interest of justice’ is served by holding parties to their bargain.” Id. at 583. Other than California’s interest in conduct that occurs within its borders, Plaintiff has not 15 16 identified—either in its brief or at oral argument—any special interest that brings this case into the 17 realm of the exceptional or the unusual. Public interest factors “will rarely defeat a transfer [or 18 forum non conveniens] motion.” Id. at 582. That is the case here. Finding otherwise would 19 authorize any party to defeat a contractually valid forum-selection clause by racing to the 20 courthouse in its home forum. Accordingly, the Court finds that the forum-selection clause in the 21 Supply Agreement between Plaintiff and Wacker AG is enforceable and mandates dismissal of 22 Plaintiff’s contract claims on the ground of forum non conveniens. 23 IV. 24 25 SCOPE OF THE FORUM-SELECTION CLAUSE Having found that the Supply Agreement forum-selection clause is enforceable, the Court turns to the parties’ arguments regarding the clause’s scope. The Forum-Selection Clause Applies to Plaintiff’s Claims Against Wacker USA 26 A. 27 Defendants contend that the clause encompasses Plaintiff’s UCL claims and all of its 28 9 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 claims against Wacker USA. (Wacker USA Mot. 3-4; Wacker AG Mot. 7-8) Plaintiff argues 2 against enforcing the forum-selection clause but does not really address whether its claims against 3 Wacker USA, which is not a party to the Supply Agreement, can be maintained independently of 4 its claims against Wacker AG should this Court decide to enforce the forum-selection clause. 5 The Ninth Circuit has noted that when “the alleged conduct of the non-parties [to a 6 contract] is so closely related to the contractual relationship,” the “forum-selection clause applies 7 to all defendants.” Manetti-Farrow, 858 F.2d at 514 n.5. Here, Wacker USA’s conduct is closely 8 related to the contractual relationship between Wacker AG and Plaintiff: Wacker USA is alleged 9 to have been the primary contact after polysilicon shipments commenced under the Supply Agreement. (Compl. ¶ 21) Moreover, Plaintiff’s theory of Wacker USA’s liability depends on the 11 United States District Court Northern District of California 10 allegation that Wacker USA aided and abetted Wacker AG at all times in its allegedly unfair, 12 illegal and tortious conduct with respect to depressing polysilicon spot market prices and 13 enforcing the Supply Agreement against Plaintiff. (Id., ¶¶ 21, 90) As such, the Court finds that 14 Wacker USA’s alleged misconduct is sufficiently close to the contractual relationship to warrant 15 application of the forum-selection clause to all defendants. The Forum-Selection Clause Applies to Plaintiff’s UCL Claim 16 B. 17 “[F]orum selection clauses can be equally applicable to contractual and tort causes of 18 action.” Manetti-Farrow, 858 F.2d at 514. The scope of a forum-selection clause is a matter of 19 contract, and the parties’ intent governs. Polar Shipping Ltd. v. Oriental Shipping Corp., 680 F.2d 20 627, 632 (9th Cir. 1982). The parties do not appear to dispute that a proper reading of the Supply 21 Agreement, wherein forum-selection and choice of law are a single section, provides that the 22 forum-selection clause governs “[t]his Agreement . . . and the legal relations between the parties 23 hereto.” (Wacker AG Reply 7) Thus, whether the forum-selection clause applies to Plaintiff’s 24 UCL claim “depends on whether resolution of the [UCL] claim relates to [the Supply Agreement 25 and the legal relations between the parties].” Manetti-Farrow, 858 F.2d at 514 (citing 26 27 28 10 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 Mediterranean Enter., Inc. v. Ssangyong Corp., 708 F.2d 1458, 1463 (9th Cir.1983)).3 Plaintiff contends that its UCL claim stands apart from the Supply Agreement because 2 3 “Wacker’s violations of the UCL by dumping polysilicon on the market below cost may be 4 resolved without referencing the terms of the Supply Agreement, and falls outside the ambit of the 5 Supply Agreement.” (Pl.’s Opp. to Wacker AG, 13) Defendants argue that the UCL claim relates 6 to interpretation of the contract because Plaintiff cannot demonstrate economic injury absent the 7 terms of the Supply Agreement. (Wacker AG Reply 7-8; Wacker USA Reply 6-8, ECF 32) The Court is persuaded that Plaintiff’s UCL claim falls within the ambit of the forum- 9 selection clause because the UCL claim relates to the parties’ legal relations under the Supply 10 Agreement. Plaintiff’s theory of unfair competition lies in Defendants’ allegedly intentional 11 United States District Court Northern District of California 8 depressing of polysilicon prices while simultaneously inducing Plaintiff to enter into a fixed-price 12 agreement. (Compl. ¶¶ 82-84) In the absence of the Supply Agreement, Plaintiff would have 13 benefitted from the decreased polysilicon prices and would not have standing to bring a claim 14 under the UCL. (Wacker AG Reply 12-13; see also Kwikset Corp. v. Superior Court, 51 Cal. 4th 15 310, 323 (2011) (UCL, as amended by Proposition 64, requires plaintiff to have lost money or 16 property to have standing to sue under the UCL)) Moreover, adjudicating Plaintiff’s UCL theory 17 on the merits would require a fact-finder to determine issues that pertain to the validity of the 18 Supply Agreement and to its terms, including whether Defendants have any defenses under the 19 agreement. As such, Plaintiff’s UCL claim is related to the legal relations between the parties to 20 the Supply Agreement and embraced by the scope of the forum-selection clause. 21 V. CONCLUSION 22 For the foregoing reasons, the Court GRANTS Defendants’ Motions to Dismiss with 23 respect to all claims. This case is DISMISSED on the ground of forum non conveniens. The 24 25 26 27 28 3 Plaintiff’s reliance on Arreguin v. Global Equity Lending, Inc., No. C07-06026 MHP, 2008 WL 4104340 (N.D. Cal. Sept. 2, 2008), is unpersuasive here because the Court’s analysis flows, first and foremost, from the language of the clause at issue. The undisputed reading of the Supply Agreement’s forum-selection clause indicates that it broadly encompasses the parties’ legal relations under the agreement, not simply to “enforcement . . . construction or interpretation,” as was the case in Arreguin. See id. at *4. 11 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS 1 Clerk of the Court shall close the case file. 2 3 4 5 6 IT IS SO ORDERED. Dated: July 22, 2014 ______________________________________ BETH LABSON FREEMAN United States District Judge 7 8 9 10 United States District Court Northern District of California 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 12 Case No. 13-cv-05599-BLF ORDER GRANTING DEFENDANTS’ MOTIONS TO DISMISS
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