Power Paragon, Inc. v. Precision Technology USA, Inc.

Power Paragon, Inc. (Power) (plaintiff) was an engineering firm incorporated in Delaware with its principal place of business in Anaheim, California. Precision Technology USA, Inc. (Precision) (defendant) was a manufacturer and supplier incorporated in Virginia with its principal place of business in Roanoke, Virginia. L-3, a parent company of Power, entered an agreement with Precision under which Power would deliver a motor controller to Precision and install it on a ship. Initial negotiations began with an inquiry from Precision around October 5, 2005. L-3 made a formal proposal on December 20, 2005. The terms of the proposal stated that the offer would be valid for 45 days. The proposal also required that all disputes arising out of the contract be settled by arbitration, and conditioned acceptance of the proposal upon assent to its terms. Additional discussions regarding the contract continued. Precision submitted a purchase order on March 10, 2006. The purchase order stated that Virginia law governed and that all disputes would be heard in the appropriate state or federal court in Roanoke, Virginia. The federal district court in Roanoke is the United States District Court for the Western District of Virginia. On September 11, 2006, the controller was shipped to Michigan and then to New York for functional testing. On May 30, 2008, the controller was shipped to Newport News, Virginia for installation on the ship. Precision failed to make payments as required. Power brought suit in the United States District Court for the Eastern District of Virginia (i.e., the district including Newport News) alleging breach of contract and unjust enrichment. Precision brought a motion to dismiss for improper venue.