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BBJ, Inc. v. Millercoors, LLC

United States District Court, District of Massachusetts

January 20, 2015

BBJ, INC., et al., Plaintiffs,
v.
MILLERCOORS, LLC, et al., Defendants.

ORDER DENYING WITHOUT PREJUDICE MILLERCOORS, LLC, COORS BREWING COMPANY, MILLER BREWING COMPANY, AND RENEE CUSACK’S MOTION TO DISMISS

Indira Talwani, United States District Judge

Before the court is the Motion to Dismiss [#10] filed by Defendants MillerCoors, LLC (“MillerCoors”), Coors Brewing Company (“Coors”), Miller Brewing Company (“Miller”), and Renee Cusack (“Cusack”) (collectively, the “MillerCoors Defendants”). In her Report and Recommendation on Defendants’ Motions to Dismiss (“Report and Recommendation”) [#76], the Magistrate Judge recommended that the court grant the MillerCoors Defendants’ motion to dismiss based on the forum selection clause in an agreement between MillerCoors and Plaintiffs. The court ADOPTS the recommendation that the forum selection clause is enforceable as to MillerCoors, but DENIES the recommendation as to Coors, Miller, and Cusack. Because this decision creates new issues not briefed by the parties and leaves open various issues not reached by the Magistrate Judge, the court HOLDS that the forum selection clause is enforceable as to MillerCoors and that Coors, Miller, and Cusack have not established that the clause is enforceable as to them. The court DENIES the motion WITHOUT PREJUDICE to allow the parties an opportunity to present motions and arguments in light of the court’s findings.

I. Legal Standard

A party may file “specific written objections” to a magistrate judge’s Report and Recommendation on a dispositive motion within fourteen days of service of the recommended disposition. Fed.R.Civ.P. 72(b)(2). The district judge, in turn, “must determine de novo any part of the magistrate judge’s disposition that has been properly objected to.” Id. 72(b)(3); see also 28 U.S.C. § 636(b). “When no timely objection is filed, the court need only satisfy itself that there is no clear error on the face of the record in order to accept the recommendation.” Fed.R.Civ.P. 72(b) advisory committee’s note on 1983 addition.

II. The Forum Selection and Integration Clauses

The Magistrate Judge recommended granting the MillerCoors Defendants’ motion to dismiss on the ground that the forum selection clause in the 2009 License Agreement provides that disputes under the Agreement shall be resolved by the state or federal courts in Colorado, and that the integration clause in that same Agreement provides that the Agreement supersedes prior agreements. Plaintiffs object to the recommended finding and ruling that the forum selection clause and integration clause in the 2009 Agreement with MillerCoors apply to claims arising out of a 2007 oral agreement and 2008 purchase order contract with Coors. The MillerCoors Defendants respond that the forum selection clause and integration clause apply to all claims, and that the interests of justice would be served by dismissing this action rather than transferring it to the District of Colorado. The court finds that Plaintiffs and MillerCoors have agreed, through the forum selection and integration provisions, that the proper forum for their dispute is Colorado. The court also finds, however, that the other defendants have not established that they are covered by this same forum selection provision.

A. MillerCoors

The Magistrate Judge’s recommendation to grant the motion to dismiss was based on the forum selection clause and integration clause of the 2009 License Agreement with MillerCoors.

The forum selection clause provides that:

All disputes under this Agreement shall be resolved by the courts of the State of Colorado including the United States District Court for Colorado and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it [sic].

Doc. #13 at § 12.02. The integration clause provides in relevant part that:

This Agreement . . . shall constitute the entire Agreement between LICENSEE and LICENSOR with respect to the subject matter hereof; [and] shall supersede all other previous negotiations, commitments and writings . . . .

Id. at § 12.07. “Licensor” is defined in the License Agreement as “MillerCoors LLC.” Id. at 1. These provisions dictate that: (1) the only agreement concerning the subject matter of the contract that can be enforced between Plaintiffs and MillerCoors is the 2009 License Agreement; and (2) Plaintiffs and MillerCoors have agreed to resolve all disputes under the 2009 License Agreement in Colorado.

Plaintiffs argue that the Magistrate Judge improperly ignored Plaintiffs’ claims arising from their oral agreement and purchase order with Coors. They fail to explain, however, how Coors’s alleged actions give rise to claims against MillerCoors that are not subject to the forum selection clause. As the Magistrate Judge noted, even if Plaintiffs’ claims against MillerCoors concerned an earlier agreement or other logoed items, the plain language of the License Agreement reflects that it applied to all such logoed items and integrated all prior agreements. Accordingly, and on review of the Amended Complaint and the 2009 License Agreement, the court agrees with the Magistrate Judge that Plaintiffs and MillerCoors have agreed, through the ...


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