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Groupe Seb Holdings, Inc. v. Brady Marketing Company, Inc.

United States District Court, W.D. Pennsylvania

March 6, 2014

GROUPE SEB HOLDINGS, INC., Plaintiff,
v.
BRADY MARKETING COMPANY, INC., Defendant.

MEMORANDUM ORDER RE: DEFENDANT'S MOTION TO DISMISS AND/OR TRANSFER (DOC. NO. 8)

ARTHUR J. SCHWAB, District Judge.

I. Introduction

This case centers on disputed post-contractual commissions. On February 3, 2014, Groupe SEB Holdings, Inc. ("Plaintiff") filed a Complaint in Declaratory Judgment against Brady Marketing Company, Inc. ("Defendant"). Doc. No. 1.

The Parties previously had a contractual sales relationship through which Defendant promoted products and obtained orders for Plaintiff's affiliates. The Parties memorialized the perimeters of this relationship in an Agreement dated December 13, 2010. Doc. No. 1, ¶ 15 and Doc. No. 8, ¶ 1(a). The Agreement became effective on January 1, 2011. Doc. No. 1, ¶ 16. In July 2013, after failed negotiations to revise the Parties' commission structure, Defendant provided notice that it was terminating the Agreement pursuant to Section 3(e). Doc. No. 1, ¶ 25. Plaintiff accepted Defendant's termination and confirmed December 22, 2013, as the effective termination date. Id . The Parties dispute which payments/commissions are triggered by Defendant's termination.

In its Complaint, Plaintiff moves this Court to declare that:

• Section 11(a) of the Agreement does not apply;
• Plaintiff will completely fulfill its obligations upon payment of Post-Termination Payments set forth in Section 11(b) of the Agreement;
• Plaintiff does not owe Defendant Ongoing Commissions for shipments after December 22, 2013; and
• Plaintiff does not owe Defendant any payments on orders or planned orders on or before December 22, 2013.

Doc. No. 1, 7.

II. Discussion

On February 24, 2014, Defendant filed a Motion to Dismiss based upon: lack of subject matter and personal jurisdiction; improper venue; Plaintiff's failure to exhaust agreed-upon contractual remedies; and Plaintiff's improper request for an advisory opinion. Doc. No. 8. Defendant's Motion is alternatively a Motion to Transfer pursuant to 28 U.S.C.A. § 1404(a). Id.

In support of its Motion, Defendant cites the Parties' Agreement dated December 13, 2010, which states, in pertinent part:

The parties hereby agree that the state and federal courts of Washington County, Pennsylvania shall be the exclusive forum for resolving any claims or disputes related to this agreement in the event the initial claim is first filed by the Company [Plaintiff] against Representative [Defendant], and the state and federal courts of Contra Costa or San Francisco County, California shall be the exclusive forum for resolving any claims or disputes related to ...

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