Asante Technologies, Inc. v. PMC-Sierra, Inc.

Asante Technologies, Inc. (Asante) (plaintiff), located in California, produced an electronic device that used various components, including certain circuits. Asante purchased the circuits from PMC-Sierra, Inc. (PMC) (defendant). PMC had its corporate headquarters in Canada, where all business and most design functions were handled. PMC also had an office in Oregon, where many engineers were based. Asante had frequent contacts with PMC’s engineers in Oregon relating to the development and engineering of circuits. Asante purchased PMC’s products through PMC’s American distributor, Unique Technologies (Unique). Unique was located in California. Asante submitted five purchase orders for circuits; four were submitted to Unique, and one was faxed directly to PMC in Canada. Unique and PMC delivered the circuits to Asante in California. The purchase orders provided that the applicable law for the order was California, while PMC’s sales document stated that sales were governed by Canadian law. In 2001, Asante sued PMC in California state court, alleging that PMC had failed to provide Asante with circuits that met technical specifications. As alleged, the technical specifications were all contained in documents released from PMC’s Canadian headquarters. The warranty covering the circuits was also executed in Canada. PMC removed the action to federal district court, based on its claim that the transactions at issue were governed by the Convention on Contracts for the International Sale of Goods (CISG) because the contracting parties were in different countries. Asante filed a motion to remand the action back to state court.