Faraz Saleemi v. Gosh Enterprises, Inc.

MEMORANDUM

Defendant, Gosh Enterprises, Inc., terminated a franchise agreement (“the Agreement”) with Plaintiffs, Faraz Saleemi and SOB, LLC. Plaintiffs filed a state-court action against Defendant, which Defendant removed to federal court, asserting a number of claims arising from their previous relationship. The district court dismissed the case without prejudice because the claims were subject to arbitration and because Washington was an improper venue under the Agreement’s forum-selection provision. Plaintiffs appeal. Reviewing de novo, Bridge Fund Capital Corp. v. Fastbucks Franchise Corp., 622 F.3d 996, 1000 (9th Cir.2010), we vacate and remand.

The presumption that dispute resolution provisions survive termination of a contract is rebuttable. See Litton Fin. Printing Div. v. NLRB, 501 U.S. 190, 204 , 111 S.Ct. 2215 , 115 L.Ed.2d 177 (1991); 13 Corbin on Contracts § 67.2 (rev. ed. 2003 & Supp. 2011). Here, Defendant’s March 17, 2008 email said that the franchise agreement was “fully terminated” and that “no contractual obligations exist anymore.” At oral argument, counsel for Defendant asserted that this email extinguished all of Plaintiffs’ future contractual obligations,…