## Facts

- Copperweld Steel Co., a U.S. steel producer, sought to modernize its Warren, Ohio facility by obtaining a continuous casting plant.
- Copperweld contracted with Demag (related German equipment-supplier entities) for the sale and construction of a four-strand continuous casting plant at the Ohio facility.
- The contract used Demag’s standard form and included a forum-selection clause calling for litigation in Germany, unless Demag elected to sue in the United States.
- Although Demag initially anticipated manufacturing in Germany for export, the parties ultimately arranged for the machine to be manufactured in the United States.
- After installation, Copperweld alleged the plant failed to meet its needs and sued Demag for breach of contract, negligent design and manufacture, negligent misrepresentation, and fraudulent misrepresentation.

## Issues

1. Whether the district court erred by refusing to enforce the contract’s forum-selection clause and by exercising jurisdiction rather than dismissing in favor of litigation in Germany.
2. Whether alleged trial errors— including a directed verdict against Copperweld on fraudulent misrepresentation—required a new trial.

## Decision

- The Third Circuit affirmed the district court’s judgment for Demag on all claims.
- The court held the district court did not err in declining to dismiss based on the forum-selection clause.
- The court rejected Copperweld’s request for a new trial, finding no reversible error in the directed verdict on fraud or in rulings affecting the jury’s verdict on the remaining claims.
- The court rejected Demag’s cross-appeal seeking relief premised on the forum-selection clause.

## Legal Principles

- Forum-selection clauses are generally enforceable, but a federal court may decline enforcement when, in the circumstances of the transaction, enforcement would be unjust or unreasonable.
- In assessing whether to enforce a forum-selection clause, a court may consider where performance occurred, the location of witnesses and records, and practical burdens of litigating in the chosen forum.
- Standard-form clauses tied to an export context may warrant closer scrutiny when the contract, as performed, is substantially localized in the United States.
- A directed verdict is proper when, even viewing the evidence favorably to the nonmoving party, there is no legally sufficient evidentiary basis for a reasonable jury to find the required elements (here, fraud).
- Appellate review of jury verdicts, evidentiary rulings, and trial management is limited; a new trial requires a showing of legal error that was prejudicial.

## Conclusion

The Third Circuit upheld the district court’s decision to keep the dispute in a U.S. forum despite a German forum-selection clause, emphasizing case-specific reasonableness and practical burdens, and affirmed the defense verdicts because Copperweld failed to show legally sufficient fraud evidence or prejudicial trial error.


Copperweld Steel Co. v. Demag-Mannesmann-Boehler, 578 F.2d 953 (3d Cir. 1978)