Antitrust Law Daily Wrap Up, FRANCHISING & DISTRIBUTION—N.D. Ohio: Brunswick pockets venue transfer in breach of dealer contract action, (Aug 15, 2016)

By Michael Menzhuber, J.D., LL.M.

A motion to transfer an action against Brunswick Corporation, a seller of billiards tables and their related products, which alleged a breach of the parties’ retail dealer agreements, was granted by the federal district court in Cleveland. The court determined that transfer was warranted, based on the retail dealer agreements’ forum selection and integration clauses (DTV, Inc. v. Brunswick Corporation DBA, August 11, 2016, Gwin, J.).

DTV, Inc. and its subsidiary Home Entertainer, LLC (collectively, “DTV”) filed a breach of contract action against Brunswick after Brunswick terminated their retail dealer agreements. Brunswick responded by moving to transfer venue to the federal district court for the Northern District of Illinois, Eastern Division and to strike DTV’s demand for a jury trial.

The court granted Brunswick’s motion to transfer after finding that: (1) DTV agreed to the terms of the retail dealer agreements; (2) the retailer dealer agreements contained valid forum selection clauses; and (3) the parties agreed to litigate all disputes “arising out of or in connection with” the agreements in the Northern District of Illinois.

The court disregarded DTV’s argument that the claims originated from Brunswick’s conduct prior to the agreements because any promises and inducements made by Brunswick prior to the agreements were incorporated by the integration clause in the agreements. The court also disregarded DTV’s “convenience” and “fairness” arguments made in favor of denying the motion to transfer because they were “private-interest” arguments that the court could not consider.

The court transferred venue to the Eastern Division of the Northern District of Illinois after determining that it was more convenient for both parties, and in the absence of any preference by DTV. Because the court granted the motion to transfer, it left Brunswick’s motion to strike DTV’s demand for a jury trial to the Northern District of Illinois court.

The case is No. 1:16-CV-01142.

Attorneys: Anthony B. Giardini (Giardini, Cook & Nicol) for DTV, Inc. and Home Entertainer, LLC. Brendan P. Kelley (Tucker Ellis) for Brunswick Corp.

Companies: DTV, Inc.; Home Entertainer, LLC; Brunswick Corp.

Cases: FranchisingDistribution OhioNews