~ 19.) Pursuant to the Asset Purchase Agreement, Mariner executed and delivered to Advenio a promissory note (the "Note"). ~ 17.) Because Version S.S was in beta testing at the time of the asset transaction, it was not the version being used by end users. ~ 14.) At the time the subject assets were transferred, Version S.S of MacGourmet was undergoing beta testing, but had not yet been publicly released. ~ IS.) Under the terms ofthe Asset Purchase Agreement, Advenio warranted that MacGourmet, as well as other assets transferred, were "adequate and suitable for the purposes for which they are used in the current operations" of MacGourmet. On or about May Sl, 2013, Advenio and Mariner entered into an Asset Purchase Agreement ("Asset Purchase Agreement") under which Mariner agreed to purchase MacGourmet for $376,267.74. ~ 12.) Delux," and "MacGourmet Touch" Mariner is a Minnesota corporation with a place ofbusiness in Minneapolis, Minnesota.
MACGOURMET 1.46 SOFTWARE
(Complaint programs ~ II.) Specifically, Advenio is known for its creation of the software "MacGourmet," "MacGourmet (collectively "MacGourmet"). Advenio is in the business of developing computer software programs. ' Factual Background Advenio is a Delaware corporation with its place ofbusiness in Lewiston, Maine.For the reasons stated below, the court agrees with Mariner's position on improper venue, and grants the Motion to Dismiss. In a telephonic conference regarding the initial Case Management Conference, Mariner's Motion to Dismiss was discussed and the parties agreed to waive further oral argument. The forum selection clause contained in the Security Agreement permits disputes to be litigated in the State of Maine. Advenio contends that the forum selection clause that in fact governs this case is found in the Security Agreement that was entered into between the parties at the time they entered into the Asset Purchase Agreement. arise under an Asset Purchase Agreement between'the parties, an~ that the mandatory and exclusive forum selection clause in that Agreement compels Advenio to bring its claims in the courts of Hennepin County, Minnesota. Mariner contends that the claims asserted by Plaintiff Advenio, Inc. 12(b)(l) and 12(b)(S) for lack of subject matter jurisdiction and improper venue. ("Mariner") has filed a Motion to Dismiss pursuant to M.R. MARINER SOFTWARE, INC., Defendant ) ) ) ) ) ) ) ) ) ) ) ORDER ON DEFENDANT'S MOTION TO DISMISS Defendant Mariner Software, Inc. ISS BlackICE Server Protection v3.R:" STATE OF MAINE CUMBERLAND, ss BUSINESS AND CONSUMER COURT Location: Portland Docket No.: BCD-CV-14-6S-/. ISS BlackICE Server Protection v3.6 coq2K3 ISS BlackICE Server Protection v3.6 com2K3
MACGOURMET 1.46 PC
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