Liker v. Herbalife
Appellants appeal from an order dismissing the complaints in their consolidated action against respondent Herbalife International, Inc. (HII) on the ground of forum non conveniens. Appellants, purportedly former directors and minority shareholders of HIIs subsidiary, Herbalife Japan (HOJ), asserted claims against HII, the majority shareholder of HOJ, based on actions that allegedly devalued appellants shares. In support of the motion to dismiss, HII raised the forum selection clause contained in a contract executed by appellants and seven other directors and former directors of HOJ. Although HII was not a party to the contract and appellants did not purport to assert any claims under the contract, the trial court was persuaded that the contract was key to resolution of appellants claims because it defined the ownership interest in HOJ shares held by appellants. Court conclude that interpretation of the contract raised, at most, an ancillary issue not founded in or intertwined with appellants underlying claims. Court therefore reverse the order of dismissal and remand for further proceedings.
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