Manetti-Farrow, Inc. v. Gucci America, Inc

In Manetti-Farrow, Inc. v. Gucci America, Inc. (9th Cir. 1988) 858 F.2d 509, the plaintiff and defendant Gucci Parfums entered into an exclusive dealership agreement containing a clause selecting Florence, Italy, as the forum for any litigation. Another defendant, Gucci America, was the sister company to Gucci Parfums which held the American rights to the Gucci trademark. Gucci America separately ratified the dealership agreement between Manetti and Gucci Parfums. The plaintiff brought suit in federal court in California alleging several torts, including tortious interference with contract, against Gucci Parfums, its parent and sister companies (including Gucci America) and several individual directors. The federal district court dismissed the plaintiff's action based upon the forum selection clause in the contract. The primary issue addressed in Manetti was whether the contractual forum selection clause applied to the plaintiff's tort claims. The court held that it did, because the tort claims could not be adjudicated without an analysis of the contract. 3 ( Manetti, supra, 858 F.2d at p. 514.) To this conclusion, the court added the following footnote: "Manetti-Farrow argues the forum selection clause can only apply to Gucci Parfums, which was the only defendant to sign the contract. However, 'a range of transaction participants, parties and non-parties, should benefit from and be subject to forum selection clauses.' We agree with the district court that the alleged conduct of the non-parties is so closely related to the contractual relationship that the forum selection clause applies to all defendants." ( Id. at p. 514, fn. 5.) In Manetti-Farrow, Inc. v. Gucci America, Inc. (9th Cir. 1988) 858 F.2d 509, the plaintiff entered an exclusive dealership contract with Gucci Parfums. "The contract included a forum selection clause which designated Florence, Italy as the forum for resolution of any controversy 'regarding interpretation or fulfillment' of the contract." (Id. at p. 510.) Gucci America, the owner of the American rights to the Gucci trademark, was not a party to the exclusive dealership contract, but entered a separate consent and ratification agreement, consenting to the terms of the contract. (Id. at p. 511.) In 1986, Gucci Parfums terminated the dealership agreement and sued the plaintiff in Italy for breach of contract. (Ibid.) The plaintiff then sued Guccio Gucci, Gucci America, Gucci Parfums, Dr. Maurizio Gucci, Domenico De Sole and Dr. Giovanni Pilone in federal court in California alleging various tort claims. The court granted defendants' motion to dismiss. (Id. at pp. 511-512.) The plaintiff appealed, asserting that the forum selection clause could only apply to Gucci Parfums because it was the only defendant to sign the contract. (Id. at p. 514, fn. 5.) The court disagreed, holding that "'a range of transaction participants, parties and non-parties, should benefit from and be subject to forum selection clauses.' We agree with the district court that the alleged conduct of the non-parties is so closely related to the contractual relationship that the forum selection clause applies to all defendants." (Ibid.)