Democracy Council of California v. Wrn Limited, Plc

MEMORANDUM

This diversity action arises from a dispute between plaintiff-appellant Democracy Council of California (“DCC”) and defendants-appellees WRN Ltd., PLC, which is based in London, and WRN Media Ltd., which is based in Hong Kong (together, “WRN”). The district court dismissed the case for improper venue under Rule 12(b)(3) of the Federal Rules of Civil Procedure. We have jurisdiction, 28 U.S.C. § 1291 , and we affirm.

The district court correctly determined that DCC consented to a Hong Kong forum selection clause under California’s incorporation-by-reference doctrine. See Troyk v. Farmers Group, Inc., 171 Cal. App.4th 1305, 1331 , 90 Cal.Rptr.3d 589 (2009). Although DCC’s attorney indicated early in negotiations that he needed to give the Hong Kong forum selection clause “some thought,” any ambiguity regarding DCC’s consent was resolved when — almost two months later and without any further comment — DCC signed the Amendment to Service Order Form, which expressly ratified all other terms and conditions “not explicitly amended hereby....” The Amendment thus confirmed that the parties agreed to the General Terms and Conditions, including the Hong Kong forum selection…