Case Name: Solae, LLC v. Hershey Canada, Inc.
Plaintiff: Solae, LLC.
Defendant: Hershey Canada, Inc.
Facts
• Solae, LLC. is a US company based in St. Louis, Missouri.
• Hershey Canada, Inc. is a Canadian corporation based in Mississauga, Ontario.
• Solae has been selling soy lecithin to Hershey Since 2003.
• Hershey incorporates soy lecithin in all its products which are sold throughout Canada.
• Every year, both companies negotiated contracts to decide the quantity to be sold and bought in that year.
• For the year 2006, both companies negotiated the contract in January 2006 and reached a consensus that Hershey will purchase up to 250,000 pounds of soy lecithin at US$ 1.2565 per pound.
• In June 2006, Hershey placed an order of 40,000 pounds of soy Lecithin with Solae.
• Solae immediately sent an order confirmation to Hershey with the delivery scheduled for September 2006 at Smith Falls, Ontario.
• Solae modified the order confirmation before sending it out and did not include a forum selection clause.
• In September 2006. Hershey received its scheduled order with invoice containing the terms of sale and the forum selection clause.
• The forums selection clause on the invoice provided the courts of Delaware with elusive jurisdiction in case of any disputes arising under the contract between Solae and Hershey.
• In October 2006, after distributing over two million units of its product, Hershey discovered that the last order of soy lecithin was contaminated with salmonella.
• Thereafter, Hershey had to recall a lot of its products and this resulted in temporary shutdown of its Smith Falls plant and a launch of a full-fledged investigation by the Canadian government.
• Hershey then held Solae responsible for its losses and refused to pay or accept delivery of any further consignments.
• In response, Solae sued Hershey.
• Hershey, the defendant