Chateau Des Charmes Wines Ltd. v. Sabate USA Inc., Sabate S.A.

Chateau des Charmes Wines, Ltd. (“Chateau des Charmes”), a Canadian company, appeals the dismissal of its action for breach of contract and related claims arising out of its purchase of wine corks from Sabaté, S.A. (“Sabaté France”), a French company, and Sabaté USA, Inc. (“Sabaté USA”), a wholly owned California subsidiary. The district court held that forum selection clauses in the invoices that Sabaté France sent to Chateau des Charmes were part of the contract between the parties and dismissed the case in favor of adjudication in France. Because we conclude that the forum selection clauses in question were not part of any agreement between the parties, we reverse.

FACTUAL BACKGROUND AND PROCEDURAL HISTORY

The material facts pertinent to this appeal are not disputed. Sabaté France manufactures and sells special wine corks that it claims will not cause wines to be spoiled by “cork taint,” a distasteful flavor that some corks produce. It sells these corks through a wholly owned California subsidiary, Sabaté USA.

in February 2000, after some preliminary discussions about the characteristics of Sabaté’s corks, Chateau des Charmes, a winery from Ontario, Canada, agreed…