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United States Court of Appeals for the Eighth Circuit
September 9, 1996, Submitted ; July 11, 1997, Filed
[*689] HANSEN, Circuit Judge.
Terra International, Inc., (Terra) appeals the district court's 1 order granting Mississippi Chemical Corporation's (MCC) motion to transfer this lawsuit to the United States District Court for the Southern District of Mississippi and denying Terra's motion to enjoin permanently MCC from proceeding in its own lawsuit subsequently filed in the Mississippi court. Terra Int'l, Inc. v. Mississippi Chem. Corp., 922 F. Supp. 1334 (N.D. Iowa 1996). Terra filed its complaint in the Northern District of Iowa, alleging that MCC's design of its ammonium nitrate neutralizer technology, which MCC licensed to Terra, was defective and caused an explosion at Terra's plant. Relying primarily on the forum selection clause contained in the license agreement, the district court granted MCC's motion to transfer under 28 U.S.C. [*690] § 1404(a) (1994). For the [**2] reasons outlined below, we affirm.
Terra International, Inc., manufactures and distributes a variety of agricultural products including nitrogen-based fertilizers. Terra's principal place of business is in Sioux City, Iowa. Mississippi Chemical Corporation also engages in the production of fertilizers and is the largest manufacturer of ammonium nitrate fertilizer in the United States. MCC's principal place of business is in Yazoo City, Mississippi.
In the late 1970s, MCC developed an improved ammonium neutralization process and designed a new version of an apparatus called a "neutralizer" which, working together, reduced the ammonium nitrate emissions into the environment and increased the efficiency of the ammonium nitrate manufacturing process. MCC decided to make its neutralizer technology available to the rest of the fertilizer industry by licensing its technology to other fertilizer producers. On April [**3] 28, 1980, MCC and Terra entered into a license agreement under which Terra agreed to pay MCC $ 40,000 to use MCC's neutralizer technology at Terra's manufacturing facility in Port Neal, Iowa. 2 The license agreement required MCC to provide Terra with the blueprints to its neutralizer, to review Terra's proposed design of a neutralizer, and to provide training and start-up engineering assistance to Terra. 3
One section of the license agreement, entitled "Laws and Suits," contained a forum selection clause. The entire paragraph reads as follows:
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119 F.3d 688 *; 1997 U.S. App. LEXIS 17346 **
TERRA INTERNATIONAL, INC., A Delaware Corporation, Plaintiff - Appellant, v. MISSISSIPPI CHEMICAL CORPORATION, A Mississippi Corporation, Defendant - Appellee.
Subsequent History: [**1] This Opinion Substituted by the Court for Withdrawn Opinion of May 16, 1997, Previously Reported at: 1997 U.S. App. LEXIS 11373. Rehearing and Suggestion for Rehearing En Banc Denied August 18, 1997, Reported at: 1997 U.S. App. LEXIS 22291. Certiorari Denied December 15, 1997, Reported at: 1997 U.S. LEXIS 7542.
Prior History: Appeal from the United States District Court for the Northern District of Iowa. District No. 95-CV-4088. Honorable Mark Bennett, District Judge.
Disposition: Judgment of the district court affirmed. MCC's motion to supplement the record on appeal, denied as moot.
forum selection clause, tort claim, parties, district court, license agreement, hereunder, convenience, factors, technology, courts, weigh, witnesses, lawsuit, motion to transfer, cases, disputes arising, relevant factors, explosion, argues, interest of justice, ammonium nitrate, claim for breach, manufacturing, fertilizer, litigated, asserts
Civil Procedure, Venue, Federal Venue Transfers, Convenience Transfers, General Overview, Business & Corporate Compliance, Contracts Law, Contract Conditions & Provisions, Forum Selection Clauses, Appeals, Standards of Review, De Novo Review, Torts, Procedural Matters, Commencement & Prosecution, Contracts Law, Breach, Preliminary Considerations