402 F.3d 62 (1st Cir. 2005), 04-1832, In re Mercurio

Docket Nº:04-1832.
Citation:402 F.3d 62
Party Name:In re Gregory Anthony MERCURIO, Jr., Debtor. Peter J. Furness, in his capacity as Trustee of the Distribution Trust for the Bankruptcy Estate of Gregory A. Mercurio, Jr., Plaintiff, Appellee, v. Wright Medical Technology, Inc., Defendant, Appellant.
Case Date:March 23, 2005
Court:United States Courts of Appeals, Court of Appeals for the First Circuit
 
FREE EXCERPT

Page 62

402 F.3d 62 (1st Cir. 2005)

In re Gregory Anthony MERCURIO, Jr., Debtor.

Peter J. Furness, in his capacity as Trustee of the Distribution Trust for the Bankruptcy Estate of Gregory A. Mercurio, Jr., Plaintiff, Appellee,

v.

Wright Medical Technology, Inc., Defendant, Appellant.

No. 04-1832.

United States Court of Appeals, First Circuit

March 23, 2005.

Heard Dec. 6, 2004

Page 63

[Copyrighted Material Omitted]

Page 64

James L. Beausoleil, Jr., with whom Matthew A. Taylor, Duane Morris LLP, George E. Lieberman, and Tillinghast Licht Perkin Smith & Cohen, LLP were on brief, for appellant.

Barbara H. Kramer, with whom Mitchell A. Kramer and Kramer & Kramer were on brief, for appellee.

Before TORRUELLA, Circuit Judge, COFFIN, Senior Circuit Judge, and STAHL, Senior Circuit Judge.

TORRUELLA, Circuit Judge.

Appellant Wright Medical Technology, Inc. ("Wright Medical"), a Tennessee corporation, appeals from the district court's refusal to enforce the forum selection clause in an arbitration provision that was part of a distribution agreement (the "Agreement") between Wright Medical and Ocean State Orthopedics, Inc. ("OSO"), a Rhode Island corporation. The district court affirmed a bankruptcy court's order that the arbitration of an underlying dispute regarding the Agreement take place in Rhode Island, contrary to the Agreement's plain language that the arbitration take place in Tennessee.

Because appellees have failed to show that the enforcement of the forum selection clause is unreasonable under the circumstances, we reverse the district court's decision. See The Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972) (a "forum [selection] clause should control absent a strong showing that it should be set aside"); Silva v. Encyclopedia Britannica Inc., 239 F.3d 385, 386 (1st Cir.2001) ("The prevailing view towards contractual forum-selection clauses is that 'such clauses are prima facie valid and should be enforced unless enforcement is shown by the resisting party to be "unreasonable" under the circumstances.' ") (quoting The Bremen, 407 U.S. at 10, 92 S.Ct. 1907). 1

I

Wright Medical manufactures and distributes medical supplies from its principal place of business in Tennessee. In September 1995, Wright Medical entered into the Agreement with OSO, whereby OSO became the exclusive distributor for Wright Medical products in Rhode Island. 2 Appellee Gregory A. Mercurio, Jr., ("Mercurio"), was the president of OSO and signed the Agreement on its behalf.

Page 65

Article 14 of the Agreement, entitled "Tennessee Contract," provides that it "shall be governed by and interpreted in accordance with the laws of the State of Tennessee." Article 16 of the Agreement, entitled "Arbitration of Disputes," is central to this appeal. It provides, in relevant part:

All disputes arising in connection with this Agreement, including the interpretation, performance or non-performance of this Agreement, shall be settled in Memphis, Tennessee, USA, by arbitration in front of one Arbitrator. Such arbitrator shall be appointed by agreement of each of the parties. The arbitration procedures shall be held in accordance with the rules and procedures of The American Arbitration Association.

Any such...

To continue reading

FREE SIGN UP