Fadal MacHining Centers, LLC v. Compumachine, Inc.

MEMORANDUM

Fadal Machining Centers, LLC (“Fa-dal”), a manufacturer of machines and machine-related parts, sued Compumachine, one of its exclusive distributors, for breach of contract and the duty of good faith. The case was filed in the United States District Court for the Central District of California pursuant to a forum selection provision in the parties’ distributorship agreement. Fadal’s amended complaint established diversity jurisdiction under 28 U.S.C. § 1332 . Attached to the complaint were a copy of the distributorship agreement and fifteen allegedly unpaid invoices that each referred to Fadal’s website for the terms and conditions of sale. The terms and conditions posted on Fadal’s website were referenced in the complaint. The website’s authenticity was undisputed.

Fadal drafted the distributorship agreement and all related documents. The agreement provided that Fadal would unilaterally establish “the terms of sale ... from time to time.” The terms and conditions on Fadal’s website provided that within six months after any act or omission in controversy, claims or disputes “arising out of or related to this agreement, or the breach thereof’ shall exclusively be…