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2008-930, FOG MOTORSPORTS #3, INC. v. ARCTIC CAT SALES, INC.
order of the Superior Court (
terms of the Agreement, or as to the performance or Any claim, action, or other dispute between the parties as to the
forum selection clause: manufacturer of snowmobiles, on July 1, 2005. The agreement included a FOG entered into a dealership agreement with Arctic Cat, a
defendant, Arctic Cat Sales, Inc (Arctic Cat). We vacate and remand.
O’Neill, J.) granting a motion to dismiss by the
DALIANIS, J.
The plaintiff, FOG Motorsports #3, Inc. (FOG), appeals an
MEMORANDUM OPINION
(Alexander G. Henlin on the brief and orally), for the defendant. Robins, Kaplan, Miller & Ciresi L.L.P., of Boston, Massachusetts
S. Willey on the brief, and Mr. Grill orally), for the plaintiff. Devine, Millimet & Branch, P.A., of Manchester (Steven E. Grill and Leigh to press. Errors may be reported by E-mail at the following address:
Opinion Issued: August 21, 2009 Argued: June 11, 2009
ARCTIC CAT SALES, INC.
v.
page is: http://www.courts.state.nh.us/supreme. FOG MOTORSPORTS #3, INC.
No. 2008-930 editorial errors in order that corrections may be made before the opinion goes Hillsborough-northern judicial district Hampshire, One Charles Doe Drive, Concord, New Hampshire 03301, of any Readers are requested to notify the Reporter, Supreme Court of New ___________________________
THE SUPREME COURT OF NEW HAMPSHIRE
a.m. on the morning of their release. The direct address of the court's home reporter@courts.state.nh.us. Opinions are available on the Internet by 9:00
well as formal revision before publication in the New Hampshire Reports. NOTICE: This opinion is subject to motions for rehearing under Rule 22 as unenforceable.
the Dealership Act applies and determine whether it renders the forum clause
2
forum selection clause unenforceable. We too assume, without deciding, that was enforceable. FOG appealed, arguing that the Dealership Act renders the fact, applied to the parties’ agreement and whether the choice of law provision repurchase FOG’s remaining inventory. 2007, FOG terminated its relationship with Arctic Cat. Arctic Cat refused to shall be brought only in another state.”
508-A:3 (1997). “Even in these instances, a forum selection clause that confers considered as a whole. dismissed the case without needing to decide whether the Dealership Act, in Textron, 147 N.H. 174, 176 (2001) (quotation and ellipses omitted); see RSA arbiters of the legislature’s intent as expressed in the words of the statute Strafford Technology v. Camcar Div. Of obligation, to repurchase any of FOG’s remaining Arctic Cat inventory. In April selection clauses provided that the parties have agreed in writing that an action review the trial court’s statutory interpretation “New Hampshire has, by statute, sanctioned the enforcement of forum relationship are governed by the Dealership Act. N.H. 625, 628 (2008). statutory scheme and not in isolation. Liam Hooksett, LLC v. Boynton, 157 to include. Id. We also interpret a statute in the context of the overall legislature might have said or add language that the legislature did not see fit legislative intent from the statute as written and will not consider what the ascribe the plain and ordinary meaning to the words used. Id. We interpret
Id. When examining the language of the statute, we agreement, the forum selection clause was enforceable. Accordingly, it
N.H. 158, 160 (2008). In matters of statutory interpretation, we are the final FOG and Arctic Cat was terminated, Arctic Cat had the option, but not the de novo. In re Kirsten P., 158 agreement further provided that in the event that the relationship between Resolving this issue requires that we interpret the Dealership Act. We Minnesota, excluding that body of law known as the choice of laws.” The agreement. FOG objected, contending that the parties’ agreement and ensuing
The trial court ruled that even if the Dealership Act applied to the parties’
“shall be governed, interpreted, and construed under the laws of the State of litigate its claims in Minnesota pursuant to the forum selection clause of the recover damages. Arctic Cat moved to dismiss, arguing that FOG is required to enforce its rights under RSA chapter 357-C (2009) (Dealership Act) and to In November 2007, FOG commenced an action against Arctic Cat to resolved by the State and Federal Courts of the State of Minnesota.
The agreement also included a choice of law clause, stating that the agreement
other matter arising out of the parties’ relationship, shall be nonperformance of either party under the Agreement, or as to any effect. parties’ agreement.
trial court to determine whether the parties’ choice of law clause is enforceable.
and provisions of this agreement shall remain in full force and trial court shall also determine whether the Dealership Act applies to the
erred in dismissing FOG’s suit. Based upon our holding, we remand to the
provisions shall be void and unenforceable; and all other terms what it regards as the sounder rule of law” (quotation omitted)). If it is not, the 3 interests rather than those of other States; and (5) the court’s preference for the judicial task; (4) advancement by the court of its own State’s governmental
clause that would prevent it from so doing. Thus, we hold that the trial court
forums, or remedies provided for by such laws or regulations, such herein . . . denies or purports to deny access to the procedures, modified to conform to such laws or regulations; or if any provision motor vehicle within the state good relationships among the States in our federal system; (3) simplification of offering or advertising for sale of, or has business dealings with respect to, a BRODERICK, C.J., and DUGGAN and HICKS, JJ., concurred.
Vacated and remanded.
under the Dealership Act and to render unenforceable any forum selection Hampshire forum, including the superior court, entertain any action brought
state of New Hampshire, such provision shall be deemed to be the predictability of results; (2) the maintenance of reasonable orderliness and indirectly in purposeful contacts within this state in connection with the See Lessard v. Clarke, 143 N.H. 555, 556 (1999) (courts must consider: “(1)
We interpret RSA 357-C:6, III and RSA 357-C:2 to require that a New
and the jurisdiction of the courts of this state.” (Emphasis added.)
shall be subject to the provisions of this chapter provision herein contravenes the valid laws or regulations of the
shall be presumed to include, the following language: ‘If any Additionally, RSA 357-C:2 provides: “Any person who engages directly or and a manufacturer or distributor shall include, and if omitted,
an action brought pursuant to the Dealership Act.
Every new selling agreement . . . between a motor vehicle dealer
RSA 357-C:6, III provides that
Here, the Dealership Act does require that a New Hampshire forum entertain required by statute to entertain the action.” RSA 508-A:3, I (emphasis added). particular, a court may not enforce a forum selection clause where it “is exceptions apply.” Strafford Technology, 147 N.H. at 176; see RSA 508-A:3. In exclusive jurisdiction may still be unenforceable if enumerated statutory