CQL Original Products, Inc. v. National Hockey League Players' Ass'n

CQL Original Products, Inc. (OP) appeals an order granting National Hockey League Players’ Association’s (NHLPA) motion to dismiss OP’s first amended complaint pursuant to Code of Civil Procedure section 410.30 enforcing the forum selection clause contained in the parties’ license agreement. OP contends enforcing the combined choice-of-forum/choice-of-law clause and transferring the case to Ontario, Canada enables NHLPA to escape California’s law and fundamental policy disfavoring forfeiture. OP further asserts transferring the case to Ontario would contravene California’s policy to construe all contracts to avoid forfeitures and, in any event, the forum selection clause is unenforceable because it is ambiguous as to whether OP is required to file its claims in Ontario. As we shall explain, we conclude OP’s assertions are meritless and affirm the order.

Factual and Procedural Background

NHLPA and OP, a California corporation which produces and markets vinyl products depicting the likenesses of popular television stars, music entertainers and professional athletes, after negotiations, entered into a “License Agreement” (agreement) permitting OP to manufacture, distribute…