Nextrade, Inc. v. Hyosung (America), Inc.

MEMORANDUM **

Plaintiffs appeal a district court order granting Defendant’s Fed.R.Civ.P. 12(b)(3) motion to dismiss for improper forum. Because the exclusive distributorship agreement between the parties contained a forum selection clause designating that any disputes regarding the agreement be litigated in the Seoul District Court, Western Division, and because Plaintiffs’ wrongful termination claim sufficiently relates to the interpretation of the agreement, we affirm.

A court deciding a Rule 12(b)(3) motion must draw all reasonable inferences and resolve all factual disputes in favor of the non-moving party or, in the alternative, may hold an evidentiary hearing. See Murphy v. Schneider Nat’l, Inc., 362 F.3d 1133 , 1137-39 (9th Cir.2004). However, the pleadings need not be accepted as true. Id. at 1137.

State law governs questions of contract formation. See, e.g., Chateau des Charmes Wines Ltd. v. Sabate USA Inc., 328 F.3d 528, 530 (noting that contract formation is a substantive issue and citing with accord First and Second Circuit application of state law to contract issues). Under California Com.Code § 2207(1), there is a valid agreement between the parties. See Aronowicz…