Judge Kenneth Karas

Production Resource Group’s (PRG) contractual relationship with the Martin defendants—Danish and Florida corporations—was governed by a license agreement and a consultancy agreement. Both agreements bore choice of law, forum selection and dispute resolution clauses stating that the agreements were governed by the laws of England and Wales, and that exclusive jurisdiction was in the “Courts of England and Wales.” PRG’s 2008 lawsuit alleging Martin’s infringement of 20 patents, arose after PRG interpreted Martin’s belief that it need no longer make certain monthly payments as entitling PRG to royalty payments. PRG terminated the parties’ license agreement after interpreting Martin’s nonpayment of royalties as constituting breach of their two agreements. The court granted the Martin defendants’ motion to dismiss suit on the grounds the court lacked jurisdiction due to a binding forum selection clause. Applying the Second Circuit’s test in Phillips v. Audio Active, district court found the forum selection clause mandatory, regardless of which agreement applied. It further found PRG’s patent claims related to the licensing and consultancy agreements, and thus governed by the forum selection clauses therein.