Adema Technologies, Inc. v. Wacker Chemical Corp.

MEMORANDUM

Adema Technologies, Inc. (“Adema”) appeals the district court’s dismissal of its case on the ground of forum non conve-niens. We affirm. The district court did not abuse its discretion in enforcing the forum-selection clause contained in Ade-ma’s supply agreement with Wacker Che-mie AG (“Wacker”) with respect to all of Adema’s claims.

1. The forum-selection clause governs the entire controversy. The language of the clause at issue, which refers to the “legal relations between the parties” and provides that Munich is the “[e]xclusive place of jurisdiction,” is expansive. Where a broad forum-selection clause is included in a contract and the parties raise non-contractual claims, the forum-selection clause can apply to the non-contractual claims, at least where “resolution of the claims relates to interpretation of the contract.” Mane tti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509, 514 (9th Cir. 1988).

All of Adema’s claims “relate to” interpretation of the contract. Adema contends that Wacker unfairly induced Adema to enter into a fixed-price agreement although Wacker knew that it would soon dramatically increase production and thus lower the market price for…