Berclain America Latina v. Baan Co.

Appellants Berclain America Latina, S.A. de C.V., (BAL) and BBR Software e Consultoria (BBR) appeal the trial court’s dismissal of their action against respondents Baan Company and Amal Johnson (Baan). The court dismissed the action based upon its finding that due to a contractual forum selection clause, jurisdiction for the action rests in Quebec, Canada. We hold that Baan, which was not a party to the agreement containing the forum selection clause, had no standing to assert the clause where it made no showing that it was either an intended third party beneficiary to the agreement or so closely involved in the agreement or associated with a party to the transaction as to be functionally equivalent to that party. In fact, the evidence showed that Baan had absolutely no relationship with any party at the time the agreement containing the forum selection clause was signed, and had no involvement in any transaction surrounding the signing of the agreement. Furthermore, as to appellant BBR, Baan made no showing that BBR ever entered into any agreement with anyone in which it agreed to Quebec as a litigation forum. Absent a showing of standing, Baan’s motion to dismiss should…