Court Rulings

This interlocutory appeal concerns the trial court's refusal to enforce a forum selection clause contained in a stock bonus transfer agreement in this action arising out of the termination of the plaintiff's employment. The defendants filed a motion to dismiss for improper venue, citing the forum selection clause, which specified New York as the sole venue for litigating claims. The trial court denied the motion to dismiss. The defendants appeal. We affirm the decision of the trial court.

The plaintiff, N Co., sought to recover damages from the defendants, B Co. and E Co., for breach of a trademark licensing agreement, pursuant to which B Co. was granted a worldwide license to use N Co.'s trade name and certain of its trademarks in connection with certain products B Co. manufactured. N Co. is a Delaware company with its principal place of business in Connecticut, whereas B Co. and E Co. have their principal places of business in Austria and Germany, respectively. From 1990 to 2000, N Co. and B Co.'s predecessor were parties to a prior version of the licensing agreement. In 2000, after a period of negotiations during which B Co. sent various communications to N Co. in Connecticut, B Co. and N Co. executed a new licensing agreement, which continued from year to year until terminated. Pursuant to that agreement, B Co. agreed to maximize the production, marketing and sale of the licensed products and to send N Co. royalty payments at a bank in Wisconsin. The agreement also contained a choice of law provision designating Wisconsin law as controlling the agreement, but the agreement did not require that B Co. perform any of its contractual obligations in Connecticut. N Co. alleged that, in 2018, B Co., at the direction of E Co., violated the licensing agreement by launching its own trademark, which it used to replace N Co.'s trademarks for use with the licensed products. The trial court granted the defendants' motion to dismiss for lack of personal jurisdiction and rendered judgment for the defendants. That court concluded that, because the defendants' alleged actions occurred in Europe, the defendants lacked sufficient minimum contacts with Connecticut such that the exercise of personal jurisdiction over them would offend principles of due process. On the plaintiff's appeal, held that the trial court correctly determined that the exercise of personal jurisdiction over the defendants would violate due process, as N Co. failed to establish that B Co., by vi