Manila Industries, Inc. v. Ondova Ltd.

MEMORANDUM **

Manila Industries, Inc., Munish Krishan (the sole owner of Manila Industries, Inc.), *823 and Netsphere appeal the district court's dismissal of their claims against Ondova Limited Co. for improper venue, and of their claims against Jeffrey Baron (the sole owner of Ondova) for lack of personal jurisdiction. The parties are familiar with the facts; we need not recount them here.

The claims against Ondova were properly dismissed. The business relationship between Manila Industries and Ondova was governed in part by a Bulk Registration Agreement. This agreement contained a forum selection clause providing that "any dispute ... arising out of or resulting from the construction, interpretation, enforcement, or any other aspect of this Agreement" must be brought in a "Court of competent jurisdiction sitting in and for the County of Dallas."

Each of Manila Industries's claims "relates in some way" to the rights and duties enumerated in the Bulk Registration Agreement. See Manetti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509 , 514 (9th Cir.1988). Manila Industries's claims "cannot be adjudicated without analyzing whether the parties were in compliance with the contract."…

Concurring in the judgment.

I agree that the claims against Ondova were properly dismissed. However, I disagree that the Bulk Registration Agreement governs this conflict. I write separately only to note that I would find that the Customer Registration Agreement is applicable as opposed to the Bulk Registration Agreement. The Bulk Registration Agreement contains language stating that it governs disputes "arising out of or resulting from" the Agreement. This language is not broad enough to find that the dispute "relates in some way" to that contract. Manetti-Farrow, Inc. v. Gucci Am., Inc., 858 F.2d 509 , 514 (9th Cir.1988).

The Customer Registration Agreement states that its forum selection clause governs "[a]ny action relating to this Agree *824 ment.” The dispute between Ondova and Manila most certainly “relates in some way” to the rights and responsibilities set forth in the Customer Registration Agreement. Id. Though Manila argues that the Bulk Registration Agreement governs whenever there is a conflict between that Agreement and the Customer Registration Agreement, I fail to see any conflict.

I would affirm the judgment on the alternative ground that the applicable…