Gita Sports Ltd. (Gita) (plaintiff) entered a contract with SG Sensortechnik GmbH & Co. (Sensortechnik) (defendant) to be the exclusive seller of Sensortechnik’s bicycle equipment. The contract contained a forum-selection clause setting venue in a German court. Gita sued in the United States District Court for the Western District of North Carolina after Sensortechnik failed to perform under the contract. Sensortechnik filed a motion to dismiss for improper venue because of the forum-selection clause. The parties disputed whether federal law, North Carolina law, or German law should determine the validity of the forum-selection clause.