Summary
**Topics:** Forum non conveniens; forum-selection clause scope; equitable claims (quantum meruit, unjust enrichment); contract interpretation; bifurcated standard of review. **Holding:** The Tenth Circuit affirmed dismissal for forum non conveniens, holding that a mandatory forum-selection clause governed the plaintiff's equitable claims because those claims were "inextricably linked" to the contract—they depended on the contract's existence, required its interpretation, and involved the same operative facts as a breach claim. The court adopted a bifurcated standard of review: de novo for interpreting the clause's applicability, and abuse of discretion for the district court's balancing of public-interest factors. A forum-selection clause applies even when the contract is raised only as a defense, and a plaintiff cannot defeat the clause by artful pleading of non-contract claims.
Topics
Practice areas
Questions Presented
- Whether the forum-selection clause in the Purchase Order applies to Kelvion's equitable claims (quantum meruit and unjust enrichment) even though those claims are not based on the contract.
Holdings
- The forum-selection clause applies to Kelvion's equitable claims because they are inextricably linked to the Purchase Order.
Key quotations
“the parties plainly intended any dispute arising from their contract would be heard in Canadian courts.” (-2-)
“Kelvion's equitable claims are inextricably linked to the Purchase Order.” (-8-)
“a plaintiff cannot defeat a forum-selection clause by its choice of provisions to sue on, of legal theories to press, and of defendants to name in the suit.” (-9-)
“If forum selection clauses are to be enforced as a matter of public policy, that . . . policy requires that they not be defeated by artful pleading of claims.” (-9-)
Factual background
In August 2012, PetroChina Canada purchased ten heat exchanger units from Kelvion's Oklahoma plant. The contract included a mandatory forum-selection clause subjecting the parties to the exclusive jurisdiction of the courts of Alberta, Canada. The contract also provided that cost changes required official change orders. Kelvion shipped the exchangers in February 2014, but unanticipated delays and seasonal shipping restrictions increased delivery costs by $671,324. Kelvion never submitted nor did PetroChina approve a change order for the increased costs. After negotiations failed, Kelvion sued in Oklahoma state court asserting breach of contract, quantum meruit, and unjust enrichment.
Procedural history
PetroChina removed the case from state court to federal court, then moved to dismiss for forum non conveniens based on a forum-selection clause. The district court granted the motion. Kelvion appealed.