United States District Court, N.D. New York
DEAN S. SOMMER, ESQ., JOSEPH F. CASTIGLIONE, ESQ., YOUNG, SOMMER LAW FIRM, Executive Woods Albany, NY, Attorneys for Plaintiff.
LIZABETH M. CONRAN, ESQ., GREENSFELDER, HEMKER LAW FIRM, St. Louis, MO, Attorneys for Defendant.
JAMES T. POTTER, ESQ., HINMAN, STRAUB LAW FIRM, Albany, NY, Attorneys for Defendant.
MEMORANDUM-DECISION and ORDER
DAVID N. HURD, District Judge.
Plaintiff Gasland Petroleum, Inc. ("Gasland" or "plaintiff") filed this diversity action against defendant Firestream Worldwide, Inc. ("Firestream" or "defendant") seeking to recover approximately $375, 000 in damages resulting from defendant's alleged breach of its agreement to provide plaintiff with an integrated record-keeping system for its business. Defendant has moved to enforce a forum selection clause in the parties' contract that requires all claims against it to be litigated in Missouri state court. The motion was fully briefed and considered on the basis of the submissions without oral argument.
Gasland is a New York corporation that operates a wholesale petroleum distribution business based in Kingston. Am. Compl. ¶ 2. Among other things, plaintiff's employees are responsible for transporting and delivering gasoline and other petroleum products to approximately fifty-six different service stations on a recurring basis. Id. ¶¶ 2-10. The operation of this distribution system has long required these employees to haphazardly record their daily activities in handwritten logs that must later be manually entered into several different computer programs to create consolidated electronic records. See id. ¶¶ 11-20.
In early 2012, Gasland reached out to Firestream, a Missouri corporation which sells computerized business software, to inquire about the possibility of streamlining these record-keeping activities. Am. Compl. ¶¶ 3, 22. Following some negotiation and an on-site presentation by defendant's representatives, plaintiff eventually agreed to work with defendant to purchase and implement an integrated electronic system that would simplify the record-keeping process. Id. at ¶¶ 23-114.
Firestream then submitted a letter proposal to Gasland outlining the likely costs of this upgrade, including the estimated costs of the software, hardware, and support services. Am. Compl., Ex. D, ECF No. 16-4 (the "Proposal Letter"). This Proposal Letter indicated that, once plaintiff signed the proposal, defendant would prepare a "Master Software License and Support and Services Agreement." Id. at 5. Gasland's president signed this proposal on March 26, 2012. Id.
On April 4, 2012, Firestream sent Gasland the "Master Software License and Support and Services Agreement" outlining the terms of the agreement. Am. Compl. ¶ 115; see also Am. Compl., Ex. F, ECF No. 16-6 (the "Master Agreement"). The parties recognized, and the Master Agreement reflected, that replacing plaintiff's current record-keeping system with defendant's software solution would require a period of time to ensure proper training and implementation. Am. Compl. ¶¶ 135-46. To that end, the Master Agreement set out January 1, 2013, as the "go live" date on which plaintiff's systems would finally switch over to the new platform being implemented by defendant. Id. ¶¶ 137-38. As relevant here, §§ 26.3-26.4 of the Master Agreement also provided that:
[1.] This agreement is governed by and construed in accordance with the laws of the State of Missouri....
[2.] [The parties further] agree that the courts of the State of Missouri will have exclusive jurisdiction and venue over any suit, claim, or proceeding commenced against [Firestream] by [Gasland]....
[3.] [Gasland consents] to the jurisdiction of the courts of the State of Missouri over the subject matter and parties, and hereby waives its... rights, if any, to invoke the jurisdiction or venue of any other court.
Master Agreement at 14-15 (paragraph breaks added). Gasland's Vice President signed this agreement on behalf of plaintiff on April 17, 2012 and defendant's representatives quickly set to work. Am. Compl. ¶ 133.
For several months, the transition process seemed to run smoothly. Am. Compl. ¶¶ 141-46. But in September 2012, the project ran into trouble when the on-site representative Firestream had assigned to Gasland's contract fell ill and was unable to continue working. Id. ¶¶ 147-49. Although defendant eventually assigned a replacement representative, work on plaintiff's systems did not resume until early December 2012. Id. ¶ 151. To make matters worse, ...