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NORMAN SEC. SYS. v. MONITOR DYNAMICS

July 5, 1990

NORMAN SECURITY SYSTEMS, INC., an Illinois corporation, Plaintiff,
v.
MONITOR DYNAMICS, INC., a California corporation, Defendant


Ilana D. Rovner, United States District Judge.


The opinion of the court was delivered by: ROVNER

ILANA D. ROVNER, UNITED STATES DISTRICT JUDGE

 I. INTRODUCTION

 This action arises out of the alleged breach of express and implied warranties in connection with plaintiff's purchase of computer equipment. Plaintiff Norman Security Systems, Inc. ("Norman") is an Illinois corporation with its principal place of business in Illinois. Defendant Monitor Dynamics, Inc. ("Monitor") is a California corporation with its principal place of business in California. Jurisdiction is premised on diversity of citizenship pursuant to 28 U.S.C. § 1332(a). Monitor contends that the dispute is governed by a General Dealer Agreement ("Dealer Agreement") and has moved to dismiss the case based on a forum selection clause in the Dealer Agreement. For the reasons stated below, Monitor's motion is granted.

 II. FACTS

 Norman and Monitor are both corporations which provide commercial security alarm systems. Norman is in the business of installing communications and security systems for its clients. Monitor is in the business of manufacturing, maintaining, and upgrading computer systems and training employees of purchasers.

 On May 10, 1985, Norman and Monitor entered into the Dealer Agreement, which named Norman as a general dealer of products manufactured by Monitor. Specifically, Article I of the Dealer Agreement stated:

 
The Manufacturer [Monitor] hereby appoints the above Dealer [Norman] as a General Dealer of Products manufactured by the Manufacturer as listed in the price list attached, subject to any occasional revisions made in the price list by the Manufacturer.

 The price list containing the products subject to the Dealer Agreement was set forth in Exhibit B to the Dealer Agreement. The Dealer Agreement expressly incorporated Exhibit B through Article XII, Section A, which provided:

 
Exhibit B attached defines the Products covered by this agreement. This Product list may be modified by Manufacturer without notice to Dealer when agreeable to both parties or by 30 days written notice to Dealer. *fn1"

 The role of the dealer under the Dealer Agreement was more fully described in Article II, entitled "Relationship." Article II, Section A, specifically provided:

 
Dealer agrees to devote it's [sic] best efforts to the performance of it's [sic] primary responsibility, which is distribution of Products being promoted for use, and to provide related services, to include preparation of specifications for architects, owners (end-users), engineers, consultants, general and electrical contractors.

 Article II of the Dealer Agreement also described Monitor's role as Manufacturer. Section C of Article I stated that Monitor was responsible for "developing, manufacturing and marketing high quality products for Security Alarm/Monitoring and Access Control Systems consistent with Manufacturer's [Monitor's] analysis of market needs." Monitor was ...


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