Opinion
Case No. C2-09-CV-377.
November 9, 2009
ORDER
This matter is before the Court on Defendant CSDC Systems, Inc.'s ("CSDC") Motion to Dismiss (No. 5). CSDC's Reply Brief (No. 17) notes that the Teaming Agreement states that it "is governed by the laws of the Province of Ontario." However, aside from a brief mention of this point, the entirety of the briefing by both parties contains only Ohio law.
Where there is a question regarding which state's (or, in this case, country's) law governs an action, "a federal court whose jurisdiction is based on diversity of citizenship must apply the conflict of law rules of the forum state." Johnson v. Ventra Group, Inc., 191 F.3d 732, 738 (6th Cir. 1999) (citing Klaxon Co. v. Stentor Elec. Mgf. Co., 313 U.S. 487, 490 (1941)). Ohio has adopted Section 187 of the Restatement of Conflicts. See Schulke Radio Prod. Ltd. v. Midwestern Broad. Co., 453 N.E. 2d 683, 686 (Ohio 1983). Accordingly, "subject to very limited exceptions, the law of the state chosen by the parties to a contract will govern their contractual rights and duties." Ohayon v. Safeco Ins. Co., 747 N.E.2d 206, 209 (Ohio 2001).
Because the Teaming Agreement states that it is governed by the rules of Ontario, the Court must apply Ontario law in deciding whether a valid contract exists in this case. As neither party has briefed the substantive legal questions at issue in this case under Ontario law, the Court orders the parties to submit supplemental briefing on the issues of: (1) whether, under Ontario law, the Court may decide whether an enforceable contract exists as a matter of law on a motion to dismiss; and (2) whether, under Ontario law, an enforceable contract exists on the facts of this case. Defendant shall have until November 23, 2009 to file a supplemental brief, and Plaintiff shall have until November 30, 2009 to file a response.