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Power Products Sales and Service, Inc. v. Hydratight, Inc.

United States District Court, D. Massachusetts

October 9, 2019

Power Products Sales and Service, Inc., Plaintiff,
v.
Hydratight, Inc., Defendant.

          MEMORANDUM & ORDER

          Nathaniel M. Gorton United States District Judge

         This case involves a dispute between manufacturer Hydratight, Inc. (“Hydratight” or “defendant”) and one of its sales representatives, Power Product Sales and Service, Inc. (“Power Products” or “plaintiff”).

         Pending before the Court is the motion of Hydratight to transfer the action to the United States District Court for the Eastern District of Wisconsin pursuant to 28 U.S.C. § 1404(a) (Docket Entry No. 11).

         I. Background

         Hydratight, a Delaware corporation with its principal place of business in Deer Park, Texas, manufactures industrial tools used in several industries such as the maritime, nuclear power, oil and gas, power generation, pulp and paper and refinery industries. Hydratight is a wholly owned subsidiary of Actuant Corporation which is headquartered in Wisconsin. Power Products is a Massachusetts corporation with its principal place of business in Walpole, Massachusetts.

         Since 1995, Power Products has been a sales representative of Hydratight in the New England states and the Maritime Provinces of Canada (collectively, “the Territory”). In June, 2008, Power Products and Hydratight entered into a Sales Representative Agreement (“the Agreement”) under which Power Products is responsible for “solicit[ing] and promot[ing] the sale of” certain Hydratight products within the Territory. In consideration, Hydratight pays Power Products commissions.

         Section 22 of the Agreement constitutes the following forum selection clause

The federal and state courts situated in Wisconsin shall determine any claims, disputes, actions or suits which may arise under or with respect to this Agreement or the purchase and sale of Products, and each party hereby voluntarily submits to the personal jurisdiction of such courts for such purposes.

         Power Products filed a complaint against Hydratight in Massachusetts Superior Court in June, 2019. Plaintiff avers that defendant has “engaged in a surreptitious campaign” to push Power Products out of the Territory by moving to a direct sales model in some parts of the Territory and dealing with a competitor in other parts. Power Products further alleges that Hydratight terminated a line of credit previously extended which “effectively prohibit[ed] Power Product[s] from engaging in any sales activity on Hydratight's behalf.” Hydratight removed the action to this Court in July, 2019.

         Plaintiff specifically asserts six counts: breach of contract (Count I); breach of the implied covenant of good faith and fair dealing (Count II); unjust enrichment (Count III); tortious interference with contractual relations (Count IV); unfair and deceptive practices in violation Mass. Gen. Laws c. 93A, § 11 (Count V); and failure to pay commissions in violation of the Massachusetts Sales Representative Act, Mass. Gen. Laws c. 104, § 9 (Count VI).

         II. Motion to Transfer A. Legal Standard

          The appropriate procedure to enforce a forum selection clause in a contract is to file a motion to transfer under 28 U.S.C. § 1404(a). Atl. Marine Constr. Co. v. U.S. Dist. Court for W. Dist. of Tex., 571 U.S. 49, 58-59 (2013). Under § 1404(a), a district court may transfer a civil action to any other district where it might have been brought “[f]or the convenience of parties and witnesses, in the interest of justice.” 28 U.S.C. § 1404(a).

         In Atlantic Marine Construction Co., the United States Supreme Court held that when a defendant files a motion to transfer pursuant to a forum selection clause ...


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