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CADAPULT GRAPHIC SYSTEMS, INC. v. TEKTRONIX

May 18, 2000

CADAPULT GRAPHIC SYSTEMS, INC., PLAINTIFF,
V.
TEKTRONIX, INC., DEFENDANT.



The opinion of the court was delivered by: Wolin, District Judge.

OPINION

BACKGROUND

Plaintiff, Cadapult, is a Delaware corporation with its principal place of business in New Jersey. Cadapult is in the business of reselling digital color printers and supplies and providing parts and service for such printers. Defendant, Tektronix, is an Oregon corporation with its principal place of business in Oregon. Tektronix is in the business of manufacturing and selling digital color printers and supplies, including a patented form of solid ink for color printers.

In October 1988, Cadapult entered into an agreement with Tektronix, entitled "Value Added Dealer Agreement," pursuant to which Cadapult could purchase Tektronix products at a discounted price for resale and could use Tektronix's trademark and advertising materials in connection with the resale of Tektronix products. Under the terms of this agreement, Tektronix appointed Cadapult to be an "authorized value added dealer." In August 1991, the parties entered into a subsequent "Value Added Dealer Agreement" (the "Agreement"). Cadapult remains a "value added dealer" pursuant to the August 1991 Agreement.

Both agreements contain a forum-selection clause. The clause states:

Governing Law. This Agreement and the rights of the parties hereunder shall be governed by the laws of the State of Oregon. Any litigation between the parties shall be commenced and prosecuted in the state and federal courts in Oregon.

Cadapult contends that this clause was non-negotiable. Specifically, Cadapult asserts that, at the time of contracting, it was a fledgling company and that it "feared" negotiations may jeopardize its status as a "value added dealer."

Tektronix, on the other hand, maintains that Cadapult "had every opportunity to negotiate" this clause. Indeed, Tektronix points to an established procedure which it follows in negotiating dealer's concerns. Moreover, defendant asserts that they never advised Cadapult that this clause was non-negotiable, nor did Cadapult object to the inclusion of this clause. Further, they point out that, in 1991, Cadapult was an established business with three years experience.

In August 1999, Cadapult filed a multicount complaint in this Court. Notably, the complaint alleged no violation of the "Value Added Dealer Agreement." Similarly, it did not allege that Tektronix's practices pursuant to this Agreement violated the New Jersey Franchise Practices Act ("Franchise Act"). Instead, Cadapult's complaint alleged, inter alia, (1) Franchise Act violations of a different agreement, entitled the "Premier Plus Reseller Program," (2) breach of contract, and (3) various federal and state statutory violations.

After the Court denied the preliminary injunction, Tektronix brought the instant motion. In this motion, Tektronix seeks either dismissal or transfer of this case pursuant to the above-quoted forum-selection clause. Cadapult, however, maintains that the forum-selection clause is invalid under the New Jersey Supreme Court's decision, Kubis & Perszyk Assocs., Inc. v. Sun Microsystems, Inc., 146 N.J. 176, 680 A.2d 618 (1996).*fn1 For the reasons discussed immediately below, the Court will grant the motion to transfer, finding that the facts of this case do not implicate Kubis.

DISCUSSION

I. Transfer

The present motion hinges around the Agreement's forum-selection clause. "In federal court, the effect to be given a contractual forum selection clause in diversity cases is determined by federal not state law." Jumara v. State Farm Ins. Co., 55 F.3d 873, 877 (3d Cir. 1995); see also Stewart Org., Inc. v. Ricoh Corp., 487 U.S. 22, 27-32, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988).

Section 1404(a) provides:

For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or ...

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