On October 18, 2011, the Federal Circuit Court of Appeal for Second District in upheld a forum selection clause granting jurisdiction to a German court, as well as a choice of law clause dictating that the contract should be governed by German law. Futhermore, the court specifically stated that the forum selection clause survived the termination of the contract, was mandatory rather than permissive, and applied to both the common law claim and the statutory claim.
This appeal arose out of an action brought by Future against AUVL, a German company, for breach of contract and unfair trade practices in violation of the Connecticut Unfair Trade Practices Act (“CUTPA”).
The following clauses were inclueded in the contract:
– “The parties agree that the rights and obligations of the parties hereto in connection with this Agreement shall be determined in accordance with the laws of the Federal Republic of Germany. The courts of Essen, Germany shall have jurisdiction for all disputes arising from and in connection with this Agreement, the individual transactions included in its performance, and its termination and winding-up.”
– “On the effective date of termination or expiration of this Agreement … each Party to this Agreement shall be released from all of its rights and obligations under this Agreement except the right to receive any balance due and the obligation to pay any balances remaining due and unpaid to the other Party from whatever source, on that date; and provided further, that notwithstanding anything to the contrary herein, each Party shall remain liable to the other for damages … which arise from a breach of this Agreement that occurred prior to the effective date of termination; and provided further that the provisions set forth in Clauses 19 and 22 of this Agreement shall survive any termination or expiration of this Agreement. ”