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TradeComet.com, LLC v. Google, Inc. - 693 F. Supp. 2d 370 (S.D.N.Y. 2010)

Rule:

The scope of the forum selection clause is a contractual question that requires the courts to interpret the clause and, where ambiguous, to consider the intent of the parties.

Facts:

TradeComet.com LLC and Google, Inc. were the owners and operators of competing internet search engines. TradeComet purchased advertising on Google’s website through Google’s AdWords program. TradeComet now alleged that Google attempted to reduce traffic TradeComet's own website both by increasing the cost of TradeComet's advertising and by entering into exclusive agreements with other websites, all allegedly in violation of the Sherman Antitrust Act. TradeComet brought a complaint against Google before the U.S. District Court for the Southern District of New York. Google has moved to dismiss the complaint pursuant to Federal Rule of Civil Procedure 12(b)(1) and 12(b)(3) for improper venue based on a forum selection clause in the parties’ advertising contracts. According to Google, the August 2006 forum selection clause required TradeComet to bring its claims in a court located in Santa Clara County, California, not in the U.S. District Court for the Southern District of New York.

Issue:

Pursuant to the forum selection clause in the parties’ advertising contracts, should TradeComet’s complaint be dismissed for improper venue?

Answer:

Yes.

Conclusion:

The Court held that Google has demonstrated that the August 2006 Agreement provided the forum selection clause at issue in the present action, that the clause was reasonably communicated to TradeComet, that the clause was mandatory, and that TradeComet's antitrust claims were subject to it. According to the Court, TradeComet has not shown that enforcement of the clause would be unconscionable. Accordingly, Google's motion to dismiss the complaint pursuant to Federal Rule of Civil Procedure 12(b)(1) and 12(b)(3) was granted.

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