DocketNumber: Case No. 08-CV-6333 (KMK)
Citation Numbers: 907 F. Supp. 2d 401
Judges: Karas
Filed Date: 9/27/2012
Status: Precedential
Modified Date: 11/26/2022
OPINION AND ORDER
Plaintiff brings this case alleging patent infringement. Defendants move to dismiss on the grounds that the Court lacks jurisdiction due to a binding forum selection clause. For the reasons given herein, Defendants’ Motion to Dismiss is granted.
I. Background
A. Factual Background
1. The Parties
Plaintiff Production Resource Group, L.L.C. (“Plaintiff’ or “PRG”) is a Delaware limited liability company that designs, manufactures, and sells “sophisticated lighting fixtures, controllers and associated products for use in entertainment and display environments.” (Compl. & Jury -Demand (“Compl.”) ¶ 1.) Defendants Martin Professional, A/S and its wholly-owned subsidiary, Martin Professional, Inc. (collectively “Defendants” or “Martin”), are corporations from Denmark and Florida, respectively. • (Id. ¶¶ 2-3.)
2. The Contractual Relationship of the Parties
PRG and Martin entered into two agreements (collectively, the “Agreements”) effective on or about November 1, 2003 — a License Agreement and an Agreement for the Provision of Consultancy Services (“Consultancy Agreement”). (Mem. of Law in Supp. of Defs.’ Mot. to Dismiss for 'Lack of Subject Matter Jurisdiction (“Defs.’ Mem.”) 2; Pl.’s Mem. of Law in Opp’n to Defs.’ Mot. to Dismiss (“PL’s Mem.”) 2; Decl. of Douglas R. Nemec
On November 9, 2005, Martin notified Plaintiff that it believed that, pursuant to the Agreements, as of November 1, 2005, Martin was no longer obligated to pay a monthly fee outlined in the Consultancy Agreement.
3. The Forum Selection, Dispute Resolution, and Other Relevant Provisions
The heart of this Motion is the extent to which the Agreements might require
24. Choice of Laws
This Agreement shall be governed by and construed and interpreted in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
25. Dispute Resolution
In the event of a dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, the Parties shall first seek settlement of that dispute in accordance with the LCIA Mediation procedure ... or pursuant to some method as they may mutually agree. If the dispute is not settled by mediation ... the dispute shall be referred to and finally resolved in accordance with section 24.
(License Agreement ¶¶ 24-25.) Beyond these provisions, Plaintiff notes that the License Agreement also requires that the “scope” of any claims of any of the “Licensed Patents” shall be determined “under the laws of the competent jurisdiction that issued the Licensed Patent.” {Id. 1fl(k).)
The Consultancy Agreement contains the following corresponding provisions regarding dispute resolution, choice of law, and forum selection:
13.8 This Agreement is governed by and shall be construed in accordance with the law of England and Wales. The parties agree to submit to the exclusive jurisdiction of the Courts of England and Wales save as to enforcement where their jurisdiction shall be nonexclusive.
13.9 In the event of a dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the LCIA Mediation Procedure, ... or pursuant to such other method as they may mutually agree. If the dispute is not settled by mediation ... the dispute shall be referred to and finally resolved in accordance with clause 13.8.
(Consultancy Agreement §§ 13.8-13.9.)
B. Procedural Background
Plaintiff brought this action on July 15, 2008, alleging infringement of twenty separate patents that it alleges it owns. (Compl.M 9, 14, 19, 24, 29, 34, 39, 44, 49, 54, 59, 64, 69, 74, 79, 84, 89, 94, 99, 104.) For each count, Plaintiff alleges that Mar
II. Discussion
A. Standard of Review
1. Procedural Mechanism of Evaluating a Forum Selection Clause
Martin has styled its motion as one challenging the Court’s jurisdiction, pursuant to Fed.R.Civ.P. 12(b)(1). As Martin has answered, Martin’s Motion is made pursuant to Fed.R.Civ.P. 12(c) (“Rule 12(c)”). “Where a Rule 12(c) motion asserts that a court lacks subject matter jurisdiction, the motion is governed by the same standard that applies to a Rule 12(b)(1) motion.” Xu v. City of New York, No. 08-CV-11339, 2010 WL 3060815, at *2 n. 2 (S.D.N.Y. Aug. 3, 2010); see also S.E.C. v. Rorech, 673 F.Supp.2d 217, 220 (S.D.N.Y.2009) (“The standards to be applied to a motion for judgment on the pleadings pursuant to Rule 12(c) are the same as those applied to a motion to dismiss pursuant to Rule 12(b).”).
Neither the Supreme Court nor the Second Circuit has established a single procedural mechanism for resolving enforcement of a forum selection clause. See Asoma Corp. v. SK Shipping Co., 467 F.3d 817, 822 (2d Cir.2006) (“The Supreme Court has not specifically designated a single clause of Rule 12(b) as the proper procedural mechanism to request dismissal of a suit based upon a valid forum selection clause.” (internal quotation marks omitted)); New Moon Shipping Co. v. MAN B & W Diesel AG, 121 F.3d 24, 29 (2d Cir.1997) (“[Tjhere is no existing mechanism with which forum selection enforcement is a perfect fit.”). Still, the consensus it that “[t]he proper vehicle is a motion to dismiss the complaint for either (1) lack of subject matter jurisdiction pursuant to [Rule] 12(b)(1); (2) improper venue pursuant to Rule 12(b)(3); or (3) failure to state a claim pursuant to Rule 12(b)(6).” TradeComet.com LLC v. Google, Inc., 693 F.Supp.2d 370, 375 (S.D.N.Y.2010) (internal citations omitted); see also TradeComet.com LLC v. Google, Inc., 647 F.3d 472, 475 (2d Cir.2011) (noting that the Second Circuit has affirmed judgments enforcing forum selection clauses by dismissing cases for lack of jurisdiction, for improper venue, and for failure to state a claim); Cfirstclass Corp. v. Silverjet PLC, 560 F.Supp.2d 324, 326-27 (S.D.N.Y.2008) (noting both the split in authority and the three available means for bringing the motion). Because, as noted, Martin styles the Motion as brought pursuant to Rule 12(b)(1) (Defs.’ Mem. 1), and Plaintiff objects only on the basis that absent a forum selection clause, the Court would have subject matter jurisdiction (Pl.’s Mem. 7 n. 5), the Court will treat the Motion as such. See TradeComet.com, 647 F.3d at 473 (noting that a “defendant may seek enforce
On a motion to dismiss pursuant to Rule 12(b)(1), a court must dismiss á claim if it “lacks the statutory or constitutional power to adjudicate it.” Morrison v. Nat’l Austl. Bank Ltd., 547 F.3d 167, 170 (2d Cir.2008) (internal quotation marks omitted), aff'd — U.S. -, 130 S.Ct. 2869, 177 L.Ed.2d 535 (2010). “The plaintiff bears the burden of proving subject matter jurisdiction by a preponderance of the evidence.” Aurecchione v. Schoolman Transp. Sys., Inc., 426 F.3d 635, 638 (2d Cir.2005). In deciding a Rule 12(b)(1) motion to dismiss, the Court “ ‘must take all facts alleged in the complaint as true and draw all reasonable inferences in favor of plaintiff,’ ” Morrison, 547 F.3d at 170 (quoting Natural Res. Def. Council v. Johnson, 461 F.3d 164, 171 (2d Cir.2006) (citation and internal quotation marks omitted)), but “ ‘jurisdiction must be shown affirmatively, and that showing is not made by drawing from the pleadings inferences favorable to the party asserting it,’ ” id. (quoting APWU v. Potter, 343 F.3d 619, 623 (2d Cir.2003)). In deciding the motion, the court “may consider affidavits and other materials beyond the pleadings to resolve the jurisdictional issue, but [it] may not rely on conclusory or hearsay statements contained in the affidavits.” J.S. ex rel. N.S. v. Attica Cent. Schs., 386 F.3d 107, 110 (2d Cir.2004); see also Makarova v. United States, 201 F.3d 110, 113 (2d Cir.2000) (“In resolving a motion to dismiss for lack of subject matter jurisdiction under Rule 12(b)(1), a district court ... may refer to evidence outside the pleadings.”).
These standards are not altered by the fact that the Motion at issue is premised on a forum selection clause. See New Moon Shipping, 121 F.3d at 29 (noting that the burden on a party seeking to bring a suit in a forum other than that designated by the forum selection clause “is analogous to that imposed on a plaintiff to prove that the federal court has subject matter jurisdiction over his suit or personal jurisdiction over the defendant”); TradeComet.com, 693 F.Supp.2d at 375, n. 3 (noting that in deciding a motion to dismiss based on a forum selection clause, under Rule 12(b)(1) or 12(b)(3), a court may consider evidence outside the pleadings). Thus, “at the initial stage of litigation, a party seeking to establish jurisdiction need only make a prima facie showing by alleging facts which, if true, would support the court’s exercise of jurisdiction.” New Moon Shipping, 121 F.3d at 29 (emphasis in original) (noting also that no disputed fact should be found against a party seeking to avoid enforcement of a forum selection clause unless a hearing is held).
2. Enforceability of Forum Selection Clauses
Parties may consent to personal jurisdiction through forum-selection clauses in contracts. See Nat’l Equip. Rental, Ltd. v. Szukhent, 375 U.S. 311, 315-16, 84 S.Ct. 411, 11 L.Ed.2d 354 (1964) (“[I]t is settled ... that parties to a contract may agree in advance to submit to the jurisdiction of a given court ....”). Indeed, “[t]he Second Circuit has endorsed an expansive reading of the scope of forum selection clauses, in keeping with the public policy favoring their use.” Universal Grading Serv. v. eBay, Inc., No. 08-CV-3557, 2009 WL 2029796, at *14 (E.D.N.Y. June 10, 2009); see also Russbeer Int’l LLC v. OAO Baltika Brewing Co., No. 07-CV-1212, 2008 WL 905044, at *5 (E.D.N.Y. Mar. 31, 2008) (“The Second Circuit has consistently held that forum
“Th[e Second Circuit] has explained that ‘[d]etermining whether to dismiss a claim based on a forum selection Clause involves a four-part analysis’ .... ” S.K.I. Beer Corp. v. Baltika Brewery, 612 F.3d 705, 708 (2d Cir.2010) (quoting Phillips v. Audio Active Ltd., 494 F.3d 378, 383 (2d Cir.2007)). Under this analysis, the Court must: (1) determine whether the clause at issue was reasonably communicated to the party resisting enforcement; (2) determine whether the clause is mandatory or permissive; (3) determine whether the clause covers the claims and parties involved in this action; and (4) as satisfaction of the first three steps creates a presumption of enforceability, the Court must determine whether the resisting party has rebutted the presumption by demonstrating “that enforcement would be unreasonable or unjust, or that the clause was invalid for such reasons as fraud or overreaching.” Id. at 708, 711 (internal quotation marks omitted); see also Phillips, 494 F.3d at 383-84 (outlining the test to be applied); TradeComet.com, 693 F.Supp.2d at 376 (same); Cfirstclass Corp., 560 F.Supp.2d at 327-28 (same).
3. Governing Law
The Parties present three related arguments. First, Plaintiff argues that the forum selection (and/or choice of law) clauses are irrelevant because the applicable contracts were terminated, and Plaintiff is suing only for post-termination damages. (Pl.’s Mem. 7.) Martin argues that the Agreements were not terminated, and that whether they were is a question that is, itself, subject to the forum selection (and choice of law) clauses. (Defs.’ Mem. 8; Reply Mem. of Law in Further Supp. of Defs.’ Mot. to Dismiss for Lack of Subject Matter Juris. (“Reply Mem.”) 1.) Second, Plaintiff argues that if the Agreements do govern this action, then the Consultancy Agreement language governs, and is permissive, rather than mandatory. (PL’s Mem. 13.) Martin argues that the License Agreement governs, and that neither of the Agreements permit this suit. (Defs.’ Mem. 10; Reply Mem. 8.) Third, Plaintiff argues that even if the License Agreement governs, the forum selection and choice of law clauses do not govern the claims asserted in this action, and that enforcement of the clauses would be unreasonable. (PL’s Mem. 10, 15.) Martin argues that the clauses do cover this action, and that enforcement of the clauses would not be unreasonable. (Defs.’ Mem. 6, 11; Reply
Fortunately, courts have confronted this kind of Gordian knot before. The Second Circuit has held that federal law governs the first and fourth steps of forum selection clause analysis regardless of the existence of a choice of law provision. See Phillips, 494 F.3d at 384 (“Despite the presumptive validity of choice of law clauses, our precedent indicates that federal law should be used to determine whether an otherwise mandatory and applicable forum selection clause is enforceable under .... step four in our analysis.”); accord TradeComet.com, 693 F.Supp.2d at 377 (“[T]he first and fourth steps of the analysis— whether the clause was communicated to the non-moving party' and whether enforcement would be reasonable — are procedural in nature and should be analyzed under federal law.”); Bluefire Wireless, Inc. v. Cloud9 Mobile Commc’ns, Ltd., No. 09-CV-7268, 2009 WL 4907060, at *2 (S.D.N.Y. Dec. 21, 2009) (same). However, the Second Circuit has found “less to recommend the invocation of federal common law to interpret the meaning and scope of a forum clause, as required by parts two and three of our analysis.” Phillips, 494 F.3d at 385. Indeed, in Phillips, the Second Circuit indicated sympathy with the Tenth Circuit, which held that “ ‘under federal law the courts should ordinarily honor an international commercial agreement’s forum selection clause as construed under the law specified in the agreement's choice of law provision.” Id. (quoting Yavuz v. 61 MM, Ltd., 465 F.3d 418, 428-30 (10th Cir.2006)) (emphasis in Phillips). Nonetheless, as there was no briefing on the issue by the parties in that case, and because “the parties neither objected to the district court’s citation to federal precedent in its interpretation of the clause ..., nor construed the clause under English law in their briefs,” the Phillips court “assume[d] ... that [the parties] d[id] not rely on any distinctive features of English law and applied] general contract law principles and federal precedent to discern the meaning and scope of the forum clause.” Id. at 386.
In this case, no Party cites to or references any decision or principle of English or Welsh contract law. In fact, the Parties rely heavily on federal law. The only reference to English or Welsh law in the motion papers is a citation to a single opinion for the proposition that English courts may accept jurisdiction over questions of United States patent law pursuant to a forum selection clause. (Reply Mem. 9.) Moreover, Martin — i.e. the movant— explicitly argues that this Court can rely on “general contract principles and federal precedent” (Defs.’ Mem. 5 n. 1 (internal quotation marks omitted)), and Plaintiff does not whisper an objection. Therefore, it is appropriate to assume that the Parties do not rely on any distinctive feature of English or Welsh law, and acquiesce to application of federal common law. See Phillips, 494 F.3d at 386 (applying federal law because the parties did not rely on English law); accord John Wyeth & Bro., Ltd. v. CIGNA Int’l Corp., 119 F.3d 1070, 1074 (3d Cir.1997) (applying general contract law principles to interpret forum selection clause where the parties barely referenced English law); Bluefire Wireless, 2009 WL 4907060, at *2 (applying federal common law because the parties did not rely on, or cite to, English law); Diesel Props S.r.l. v. Greystone Bus. Credit II LLC, No. 07-CV-9580, 2008 WL 4833001, at *7 (S.D.N.Y. Nov. 5, 2008) (applying federal law because, although one party submitted a declaration as to the effect of foreign law, the declaration was “conelusory” and cited only two cases, and “all
B. Application of Phillips
1. Whether Notice Of The Forum Selection Clause Was Provided
With the question of the governing law resolved, the Court now turns to the four-prong analysis described in Phillips. To begin, there is no dispute concerning the first prong of the Phillips test — notice— and so the Court starts its analysis with the second prong. See S.K.I. Beer, 612 F.3d at 708-09 (finding the first step of the Phillips test met when “[n]othing in the record indieate[dj,” and no party argued, that the forum selection clause was “not reasonably communicated” to the party resisting its enforcement).
2. Whether The Forum Selection Clause Is Mandatory
The second prong requires an answer to the question of whether the forum selection clause at issue is permissive or mandatory, “i.e., to decide whether the parties are required to bring any dispute to the designated forum or simply permitted to do so.” Phillips, 494 F.3d at 383 (emphasis in original); see also John Boutari & Son, Wines and Spirits, S.A. v. Attiki Imps. & Distribs. Inc., 22 F.3d 51, 53 (2d Cir.1994) (noting distinction between mandatory and permissive forum selection clauses). A permissive forum selection clause “only confers jurisdiction in the designated forum, but does not deny plaintiff his choice of forum, if jurisdiction is otherwise appropriate.” Phillips, 494 F.3d at 386; see also Global Seafood Inc. v. Bantry Bay Mussels Ltd., 659 F.3d 221, 225 (2d Cir.2011) (same). On the other hand, “[a] forum selection clause is viewed as mandatory when it confers exclusive jurisdiction on the designated forum or incorporates obligatory venue language.” Phillips, 494 F.3d at 386; see also Global Seafood, 659 F.3d at 225 (same); S.K.I. Beer, 612 F.3d at 708 (same). While forum selection clauses that use terms such as “shall” or “exclusive” may be viewed as making those clauses mandatory, there is no exact formula or linguistic requirement. See Wells Fargo Century, Inc. v. Brown, 475 F.Supp.2d 368, 372 (S.D.N.Y.2007) (noting that use of “shall” and “exclusive” are not dispositive). The more critical question is whether the clause at issue identifies a particular jurisdiction to the exclusion of all others. See id.; see also John Boutari, 22 F.3d at 52.
Here, even in the best case scenario for Plaintiff, which can be found in the Consultancy .Agreement, the forum selection clause is only permissive with respect to “enforcement.”. Breaking it down, the License Agreement explicitly provides that it is to be “governed by and construed and interpreted in accordance with the laws of England and Wales and the Parties hereby submit to the exclusive jurisdiction of the Courts of England and Wales.” (License Agreement ¶24 (emphasis added).) This is precisely the type of language that courts have routinely relied upon to find
It is true that the Consultancy Agreement limits the exclusivity of the forum selection, by providing that the Parties submit to the “exclusive jurisdiction of the Courts of England and Walds save as to enforcement where their jurisdiction shall be non-exclusive.” (Consultancy Agreement § 13.8 (emphasis added).) Focusing on this language, Plaintiff argues that the forum selection clause is permissive here because Plaintiff is seeking to “enforce its termination of the Agreements.” (Pl.’s Mem. 13.) Though the Court does not offer an opinion as to what “enforcement” of the agreements (let'alone enforcement of the termination of the agreements) might be when differentiated from any normal contract dispute, “enforcement” clearly is not this patent suit that requests
no contractual remedies, and that purportedly seeks remedies for actions that supposedly occurred, at least in part, after the alleged termination of the Agreements. Indeed, the heart of Plaintiffs argument is that this action does not arise from the Agreements, and is not an attempt to enforce them. (Id. at 1 (“This is a patent enforcement action ____”); id. (“PRG does not need to assert any rights under any contract in order to enforce its patents against Martin.”); id. at 9 (seeking relief for “post-termination infringement”); id. at 10 (distinguishing between an action “to enforce its termination ... by showing pre-termination infringement” and this action for “post-termination infringement”); id. (“PRG asserts no rights under the terminated contract.”).) Therefore, regardless of which Agreement is applicable, the forum selection clause is mandatory.
S. Whether The Forum Selection Clause' Covers This Action
Plaintiff offers two arguments to demonstrate that the claims in this suit are not covered by the forum selection clause: (1) the Agreements were terminated and, hence, the forum selection clause in each is no longer applicable (PL’s Mem. 7); and (2) even if the forum selection clause is applicable, it does not cover the dispute involving Plaintiffs claim regarding post-termination patent infringement, (id. at 10).
Regarding the first point, the Court need not decide whether the Agreements have been terminated (Defendant disputes Plaintiff, on this point). The License Agreement contains a survival clause (License Agreement ¶ 16(e) (providing for survival of, inter aha, the forum selection and dispute resolution provisions)), and such clauses are presumptively enforceable. See Future Indus. of Am., Inc. v. Advanced UV Light GMBH, No. 09-CV-
When determining the scope of a forum selection clause, the Court “examine[s] the substance of th[e] claims, shorn of their labels,” and relates the substance of the claims “to the precise language of the clause,” “discounting] the precedential weight of cases that deal with dissimilarly worded clauses.” Phillips, 494 F.3d at 388-90; see also MAK Mktg., Inc. v. Kalapos, 620 F.Supp.2d 295, 305 (D.Conn.2009) (“[T]he court must look to the specific language of the forum-selection clause ....”); Arma v. Buyseasons, Inc., 591 F.Supp.2d 637, 645 (S.D.N.Y.2008) (“[W]hen ascertaining the applicability of a contractual provision to particular claims, courts must examine the substance of those claims, shorn of their labels.” (internal quotation marks and brackets omitted)). Embracing this principle, Plaintiff argues that the forum selection clause in each Agreement is inapplicable, because Plaintiff is asserting no rights under the Agreements, but rather is merely seeking to enforce its patent rights.
Courts have identified at least two categories of terms describing the scope of a forum selection clause. The narrower category includes terms such as “arise out of,” “arise from,” or “arising under,” whereas the broader category includes terms such as “in connection with,” “relating to,” or “associated with.” See Phillips, 494 F.3d at 389 (discussing the two categories); TradeComet.com, 693 F.Supp.2d at 378-79 (same); MAK Marketing, 620 F.Supp.2d at 305 (same); Diesel Props, 2008 WL 4833001, at *7-8 (same). Each forum selection clause in this case applies to “[t]his Agreement,” which is equivalent to the former category of terms. See Phillips, 494 F.3d at 389 (defining “arise out of’ as “to originate from a specified source” (internal quotation marks omitted)); TradeComet.com, 693 F.Supp.2d at 378 (noting that the former category encompasses claims that “originate from” the contract at issue); MAK Marketing, 620 F.Supp.2d at 305 (noting that the former category requires a “causal connection” between the contract and the claims pursued); Diesel Props, 2008 WL 4833001, at *7 (invoking, the same definition as Phillips ). Wher.e “the [ ] contract is only relevant as a defense,” and the plaintiff has “asserted no rights or duties under that contract,” the claims are not covered by this narrower category of forum selection
Thus, the question is the extent to which the forum selection clause in each Agreement is limited to disputes “arising out of’ the underlying Agreement, or whether it also covers disputes more broadly “relating to” each Agreement. When interpreting contracts, it is accepted that separate agreements executed contemporaneously and that áre part of a single transaction are to be read together. See This Is Me, Inc. v. Taylor, 157 F.3d 139, 143 (2d Cir.1998) (applying New York law); see also Kelso Enters. Ltd. v. A.P. Moller-Maersk A/S, 375 Fed.Appx. 48, 49 (2d Cir.2010) (summary order) (“[W]hen interpreting a contract or multiple contracts in a transaction, we strive to give effect to all of the terms of the relevant documents, reading them together”); Gordon v. Vincent Youmans, Inc., 358 F.2d 261, 263 (2d Cir.1965) (“[I]t is both good sense and good law that these closely integrated and nearly contemporaneous documents be construed together.” (internal quotation marks omitted)); Nau v. Vulcan Rail & Constr. Co., 286 N.Y. 188, 36 N.E.2d 106, 110 (1941) (holding that ágreements at issue “were executed at substantially the same time, related to the same subject-matter, were contemporaneous writings and must be read together as one”); Neal v. Hardee’s Food Sys., Inc., 918 F.2d 34, 37 (5th Cir.1990) (“Under general principles of contract law, separate agreements executed contemporaneously by the same parties, for the same purposes, and as part of the same transaction, are to be construed together.”). It also is accepted that a contract “should be read to give effect to all its provisions and to render them consistent with each other.” Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52, 63, 115 S.Ct. 1212, 131 L.Ed.2d 76 (1995); see also Glencore Ltd. v. Degussa Engineered Carbons L.P., 848 F.Supp.2d 410, 433 (S.D.N.Y.2012) (“It is black-letter law[ ] in ... New York ... that courts are to construe contract terms so as, where possible, to give rational meaning to all provisions in the document.”).
These principles are highly relevant here for while it may be that standing alone the forum selection clause in each Agreement might limit the jurisdiction of English and Welsh courts to disputes “arising out of’ the Agreements, these provisions must be interpreted “in the context of the entire contractual arrangement,” including the dispute resolution provisions in each Agreement. Personal Sec. & Safety Sys. Inc. v. Motorola Inc., 297 F.3d 388, 395 (5th Cir.2002) (holding
The question then is whether Plaintiffs patent claims relate to the Agreements. On this point, the case law provides an answer. The term “related to” is “not necessarily tied to the concept of a causal connection.” Coregis Ins. Co. v. Am. Health Found., Inc., 241 F.3d 123, 128 (2d Cir.2001); accord Phillips, 494 F.3d at 389 (applying the Coregis court’s interpretation of “relate to” to forum selection clauses). Instead, “[c]ourts have ... described the term ‘relating to’ as equivalent to the phrases ‘in connection with’ and ‘associated with’, and synonymous with the phrases ‘with respect to’ and ‘with reference to.’ ” Boehringer Ingelheim Vetmedica, Inc. v. Merial, Ltd., No. 09-CV-212, 2010 WL 174078, at *11 (D.Conn. Jan. 14, 2010) (omitting internal citations); see also John Wyeth, 119 F.3d at 1074 (noting that the phrase “arising in relation to” is “simple”); Diesel Props, 2008 WL 4833001, at *8 (noting that “the meaning of ‘related to’ is ‘extremely broad.’ ”) (omitting internal quotation). Thus, “the ordinary meaning of the term ‘related to’ ... is broader than the term ‘arising out of.’ ” Coregis Insurance, 241 F.3d at 128; see also Phillips, 494 F.3d at 389 (noting that the phrase “arise out of’ does not encompass all claims that have some “possible relationship” with the contract, “including claims that may only ‘relate to’ ... the contract”).
Given the broad definition of the phrase “relating to,” the Court concludes that Plaintiffs patent claims relate to the License and Consultancy Agreements. While it may be that Plaintiff does not base its patent claims on the Agreements, that is, they do not arise from the Agreements, there is little doubt that the patent claims relate to the very agreements that governed Defendants’ use of Plaintiffs patents. See Gen. Protecht Grp., Inc. v. Leviton Mfg. Co., 651 F.3d 1355, 1359
L Whether Plaintiff Has Rebutted The Presumptive Reasonability Of the Forum Selection Clause
The fourth and final inquiry in the Phillips analysis is whether the party resisting enforcement of the forum selection clause (here, Plaintiff) has rebutted the presumption of enforceability. To meet this burden, Plaintiff must “clearly show that ‘enforcement would be unreasonable or unjust, or that the clause was invalid for such reasons as fraud or overreaching.’” Phillips, 494 F.3d at 384 (quoting Bremen, 407 U.S. at 15, 92 S.Ct. 1907). In language applicable to this case, the Supreme Court has explained the presumptive validity of agreements negotiated at arms length between businesses seeking to identify a neutral forum for resolution of disputes:
Not surprisingly, foreign businessmen prefer, as do we, to have disputes resolved in their own courts, but if that choice is not available, then in a neutral forum with expertise in the subject matter. Plainly, the courts of England meet the standards of neutrality and long experience in admiralty litigation. The choice of that forum was made in an arm’s-length negotiation by experienced and sophisticated businessmen, and absent some compelling and countervailing reason it should be honored by the parties and enforced by the courts.
Bremen, 407 U.S. at 11-12, 92 S.Ct. 1907; see also Phillips, 494 F.3d at 386 (noting that “contracting parties may intend to agree in advance on a forum where any and all of their disputes must be brought to eliminate surprise of having to litigate in a hostile forum”).
Therefore, the Court concludes that Plaintiff has not established that enforcement of the forum selection provision in each Agreement would be unreasonable.
C. Whether this Opinion Should be Sealed
Pursuant to their Joint Protective Order, the Parties have fried their memoranda under seal. However, “[i]n addition to [a] common law right of access, it is well established that the public and the press have a ‘qualified First Amendment right to attend judicial proceedings and to access certain judicial documents.’ ” Lugosch v. Pyramid Co. of Onondaga, 435 F.3d 110, 120 (2d Cir.2006) (quoting Hartford Courant Co. v. Pellegrino, 380 F.3d 83, 91 (2d Cir.2004)). The qualified First Amendment right attaches to judicial opinions such as this one. See id. at 121 (“[A]n adjudication is a formal act of government, the basis of which should, absent exceptional circumstances, be subject to public scrutiny.” (internal quotation marks omitted)). Where the qualified right exists, “ ‘[documents may be sealed if specific, on the record findings are made demonstrating that closure is essential to preserve higher values and is narrowly tailored to serve that interest.’ ” Id. at 120 (quoting In re N.Y. Times Co., 828 F.2d 110, 116 (2d Cir.1987)). However, “[b]road and general findings by the trial court ... are not sufficient to justify” sealing documents. Id. (internal quotation marks omitted). In general, privacy interests of the Parties can provide a sufficient “higher value” in appropriate circumstances. See id. (stating that the court should balance the public’s interest against the privacy interests of concerned parties). In this case, however, the Court has divulged no trade secret or confidential information in this Opinion. Indeed, there is nothing in this Opinion that would not be routinely discussed in a motion to dismiss. Finally, the Court notes that at oral argument the Parties indicated they would not object to the public filing of this opinion so long as no proprietary in
III. Conclusion
For the reasons stated herein, Defendants’ Motion to Dismiss is granted. The Clerk of the Court is respectfully requested to close this case.
SO ORDERED.
. The Consultancy Agreement provided for a monthly fee payable to Plaintiff by Martin for two years from the effective start date of the Agreements. (Consultancy Agreement § 5.)
. The License Agreement provided for a “Royalty-Free Period” that terminated if Martin ceased paying the monthly fee established by "section 5 of the Consultancy Agreement,” and for the payment of royalties, under certain circumstances, at the conclusion of the Royalty-Free Period. (License Agreement ¶ 3(b)(i)-(ii).)
. In fact, the Court notes that the Parties attempted mediation without success, through the Court’s mediation program. (Pl.’s Mem. 5 n. 1.) Plaintiff admitted at oral argument that Defendant had a right to mediation of this dispute pursuant to section 13.9 of the Consultancy Agreement (and paragraph 25 of the License Agreement). (Oral Arg. Tr. 27: 5-23, Mar. 26, 2012.)
. Plaintiff does not seek breach of contract damages. For example, Plaintiff is not seeking royalty payments under the License Agreement.
. The existence of a license to use the patents is an affirmative defense to patent infringement. See Boehringer Ingelheim Vetmedica, Inc. v. Merial, Ltd., No. 09-CV-212, 2010 WL 174078, at *3 (D.Conn. Jan. 14, 2010) (noting that defendant "assert[ed] as an affirmative defense a license to practice the [] [p]atent under [a] [ljicense [agreement”).
. The Court recognizes that the License Agreement provides that the scope of a patent claim would be determined “under the laws of the competent jurisdiction that issued the” patent. (License Agreement ¶ 1(1).) At most, this provision represents an agreed-to exception to the choice of law provision of the Agreement, but does nothing to change the fact that the Agreement requires that any dispute "arising out of” or “relating to” the Agreement that is unresolved via mediation is to be resolved "in accordance with” the forum selection clause.
. Plaintiff makes no claim that there was fraud by Martin in negotiating the forum selection provisions in the Agreements, or that Martin otherwise overreached in the formation of the Agreements. Nor can Plaintiff make a claim of inconvenience to itself, having freely participated in the negotiations leading to the Agreements. See Bremen, 407 U.S. at 16, 92 S.Ct. 1907 ("Of course, where it can be said with reasonable assurance that at the time they entered the contract, the parties to a freely negotiated private international commercial agreement contemplated the claimed inconvenience, it is difficult to see why any such claim of inconvenience should be heard to render the forum clause unenforceable.").
. There also is ample authority that American courts consider infringement claims involving foreign patents when the parties have adopted a forum selection clause. See, e.g., Fairchild Semiconductor Corp. v. Third Dimension (3D) Semiconductor, Inc., 589 F.Supp.2d 84, 97 (D.Me.2008) (noting that while the district court would "have to examine the scope of the Chinese patent to determine what, if any royalties are due, that is a collateral consequence of the License Agreement”); Baker-Bauman v. Walker, No. 06-CV-17, 2007 WL 1026436 (S.D.Ohio Mar. 29, 2007) (holding that it was proper for court to consider infringement claims based on patents in Australia and China).
. At oral argument, Plaintiff's counsel suggested, without citing any authority, that there might be a statute of limitations issue with prosecuting this action in England and