VCST INTERNATIONAL B.V., a Belgian private limited company, dba VCST IP Mexican Branch v. BORGWARNER NOBLESVILLE, LLC, a Delaware limited-liability company; BORGWARNER, INC., a Delaware Corporation, dba BorgWarner PowerDrive Systems - Articles

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VCST INTERNATIONAL B.V., a Belgian private limited company, dba VCST IP Mexican Branch v. BORGWARNER NOBLESVILLE, LLC, a Delaware limited-liability company; BORGWARNER, INC., a Delaware Corporation, dba BorgWarner PowerDrive Systems

Posted by: Azya Thornton on Jun 30, 2025

Court: 6th Circuit Court (Published Opinions)

Attorneys 1: ARGUED: Jason D. Killips, BROOKS WILKINS SHARKEY & TURCO, Birmingham, Michigan, for Appellant.

Attorneys 2: ARGUED: Adam T. Ratliff, WARNER NORCROSS + JUDD LLP, Detroit, Michigan, for Appellees.

Attorneys 3: ON BRIEF: Jason D. Killips, Andrew B. Fromm, T.L. Summerville, BROOKS WILKINS SHARKEY & TURCO, Birmingham, Michigan, for Appellant.

Attorneys 4: ON BRIEF: Adam T. Ratliff, Michael G. Brady, Laura N. You, Ashley Racette, WARNER NORCROSS + JUDD LLP, Detroit, Michigan, for Appellees.

Judge(s): MOORE, GIBBONS, and MURPHY, Circuit Judges

Court Appealed: United States District Court for the Eastern District of Michigan at Detroit

MURPHY, Circuit Judge. Contracts often contain forum-selection clauses so that parties may litigate any eventual dispute in the most efficient venue and obtain certainty over that location. Yet this case shows that forum-selection clauses can disserve these efficiency and predictability goals if the parties do not sign clear agreements that unambiguously identify when the clauses apply. The plaintiff in this case agreed to ship a car part that it made in Mexico to a Mexican plant that the defendants operated. Their initial contract documents contained a forum- selection clause pointing to a Mexican venue. So when the plaintiff sued in Michigan, the defendants moved to dismiss the suit under Federal Rule of Civil Procedure 12(b)(6) and the forum non conveniens doctrine. The district court granted the Rule 12(b)(6) motion and did not undertake any forum non conveniens analysis. But the complaint plausibly alleges that the parties switched to a Michigan forum-selection clause during the course of their transactions. A factual dispute thus exists over which of these competing clauses applies to the plaintiff’s breach-of-contract claims. And we cannot resolve this venue issue on the pleadings under Rule 12(b)(6) or under the forum non conveniens doctrine without factual findings. We thus reverse and remand for further proceedings.

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