Justice Louis York

Danish law firm Danders & More (D&M) sued to recover legal fees against New York firm Nova Capital Partners. The complaint alleged Nova retained D&M regarding a proposed acquisition of a Danish corporation. Nova moved for dismissal grounded on documentary evidence. D&M’s engagement letter included a forum selection clause providing that Danish law would govern, and disputes would be subject to the exclusive jurisdiction of Danish courts. The court rejected D&M’s contention that Nova waived its right to enforce the forum selection clause by participating in discovery for two years and asserting counterclaims. It also rejected Nova’s allegation that Larsen, a "principal" of Nova, was not an employee, and lacked apparent authority to enter into the engagement letter on its behalf. The court found Nova’s actions of giving Larsen a title and email address through its headquarters were sufficiently misleading to justify D&M relying on his appearance of authority. Also, D&M failed to show enforcement of the forum selection clause contained in its own retainer would violate public policy or be so impracticable and inconvenient that D&M would be deprived its day in court. Thus, Nova was granted dismissal.