![]() ![]() agree that the courts of the State of Missouri will have exclusive jurisdiction and venue over any suit, claim, or proceeding commenced against by. This agreement is governed by and construed in accordance with the laws of the State of Missouri. As relevant here, §§ 26.3-26.4 of the Master Agreement also provided that: To that end, the Master Agreement set out January 1, 2013, as the "go live" date on which plaintiff's systems would finally switch over to the new platform being implemented by defendant. ![]() The parties recognized, and the Master Agreement reflected, that replacing plaintiff's current record-keeping system with defendant's software solution would require a period of time to ensure proper training and implementation. On April 4, 2012, Firestream sent Gasland the "Master Software License and Support and Services Agreement" outlining the terms of the agreement. Pagination corresponds to that assigned by CM/ECF. Gasland's president signed this proposal on March 26, 2012. This Proposal Letter indicated that, once plaintiff signed the proposal, defendant would prepare a "Master Software License and Support and Services Agreement." Id. at ¶¶ 23-114.įirestream then submitted a letter proposal to Gasland outlining the likely costs of this upgrade, including the estimated costs of the software, hardware, and support services. Following some negotiation and an on-site presentation by defendant's representatives, plaintiff eventually agreed to work with defendant to purchase and implement an integrated electronic system that would simplify the record-keeping process. In early 2012, Gasland reached out to Firestream, a Missouri corporation which sells computerized business software, to inquire about the possibility of streamlining these record-keeping activities. The operation of this distribution system has long required these employees to haphazardly record their daily activities in handwritten logs that must later be manually entered into several different computer programs to create consolidated electronic records. Among other things, plaintiff's employees are responsible for transporting and delivering gasoline and other petroleum products to approximately fifty-six different service stations on a recurring basis. Gasland is a New York corporation that operates a wholesale petroleum distribution business based in Kingston. These facts are viewed in the light most favorable to Gasland for purposes of this motion. The motion was fully briefed and considered on the basis of the submissions without oral argument. Defendant has moved to enforce a forum selection clause in the parties' contract that requires all claims against it to be litigated in Missouri state court. ("Firestream" or "defendant") seeking to recover approximately $375,000 in damages resulting from defendant's alleged breach of its agreement to provide plaintiff with an integrated record-keeping system for its business. ("Gasland" or "plaintiff") filed this diversity action against defendant Firestream Worldwide, Inc. HURD United States District Judge MEMORANDUM-DECISION and ORDER I.
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