Unreported / Non-Citable
Background
Anuradha Mittal, a former director and board chair of Ben & Jerry's Independent Board, sued Unilever PLC, the Magnum Ice Cream Company, and Jochanan Senf in the Northern District of California. She alleged the defendants made defamatory statements about supposed conflicts of interest and breaches of fiduciary duty connected to her board role and her position as a trustee of the Ben & Jerry's Foundation, asserting California-law claims for defamation, false light, and intentional infliction of emotional distress. She claimed the statements were designed either to force her resignation or to provide cover for her removal from the board.
The defendants moved to transfer the case to the Southern District of New York, invoking forum-selection clauses in two agreements: the 2000 Merger Agreement through which Unilever acquired Ben & Jerry's and created the Independent Board, and a 2022 Settlement Agreement that Mittal signed as a then-Class I Director. The 2022 Settlement Agreement settled claims filed by the Board to enforce its contractual rights under the Merger Agreement following Unilever's attempts to prevent the Board from publicly speaking out in support of peace and human rights. Both sides acknowledged a related case was already pending in the Southern District of New York, Ben & Jerry's Homemade, Inc. v. Unilever PLC, which implicated both agreements and involved substantially overlapping factual allegations about Unilever's treatment of Mittal and the board.
The Court’s Holding
Judge William H. Orrick granted the motion to transfer. Applying the Ninth Circuit's test from Yei A. Sun v. Advanced China Healthcare, Inc., the court asked whether the dispute had 'some logical or causal connection to the parties' agreement' under the broad 'relates to' language both clauses used. The court found the standard satisfied because the resolution of Mittal's defamation claims will depend on whether, as Mittal alleges, the Audit and Business Integrity investigations were sham investigations undertaken only to force Mittal from the Board and whether Mittal is correct that no improper conduct was found. Those issues are directly relevant to Mittal's ability to show whether defendants' statements were false statements of fact or non-actionable opinion, and whether malice can be shown. Whether the investigations were legitimate exercises of defendants' rights implicates the 2000 Merger Agreement, while whether they were instead attempts to interfere with the independence of the Board also implicates the 2022 Settlement Agreement.
The court rejected Mittal's argument that she could not be bound by the 2000 Merger Agreement because she had not signed it. Relying on equitable-estoppel principles from Comer v. Micor, Inc., the court held that Mittal had knowingly exploited the agreement by suing Unilever under it in her capacity as a Class I Director in the New York case, making her a beneficiary of the rights and protections it provided to the Independent Board and Foundation. Because both forum-selection clauses applied, Mittal could not avoid transfer by arguing inconvenience; only public-interest factors could be considered, and those did not defeat transfer given the Southern District of New York's ability to handle the case alongside the already pending matter. The court did not reach and denied as moot the defendants' motion to dismiss for lack of personal jurisdiction and their special motion to strike.
Key Takeaways
- Broad 'relates to' forum-selection clauses can reach tort claims like defamation when the underlying factual disputes are logically or causally connected to the agreements containing the clauses.
- A nonsignatory who knowingly exploits an agreement by suing under it may be equitably estopped from avoiding that agreement's forum-selection clause.
- When a valid forum-selection clause applies, a plaintiff cannot defeat transfer by pointing to private inconvenience; only public-interest factors matter, and those factors will rarely defeat a transfer motion.
- The existence of a substantially overlapping case already pending in the target forum strongly supports transfer under the public-interest analysis.
- Transferring a case on forum-selection grounds can moot pending personal-jurisdiction and anti-SLAPP motions, which the court need not reach.
Why It Matters
The order illustrates how forum-selection clauses in corporate merger and settlement agreements can govern later tort litigation brought by individuals connected to those agreements, even when the plaintiff never signed one of them. By applying equitable estoppel to bind Mittal to the 2000 Merger Agreement's clause, the court reinforced that a party cannot claim the benefits of an agreement in one forum while disavowing its venue provisions in another.
The decision also underscores the practical power of the Ninth Circuit's 'relates to' standard, which asks whether the dispute has some logical or causal connection to the parties' agreement. For litigants in multi-forum disputes involving overlapping facts, the ruling shows that courts will favor consolidation in the contractually designated forum, particularly where a related case is already pending there.