## Facts

- A Quebec seller of industrial sawmill equipment (Normand) contracted to supply equipment to a Quebec customer (Tremblay).
- To perform, Normand entered a separate supply contract with a German manufacturer (GreCon).
- The GreCon–Normand supply contract contained a clear exclusive forum-selection clause designating German courts for disputes arising from that contract.
- GreCon allegedly failed to deliver equipment, or delivered late, affecting Normand’s performance to Tremblay.
- Tremblay sued Normand for damages in the Quebec Superior Court.
- In the same Quebec proceeding, Normand brought an incidental action in warranty against GreCon seeking indemnity for any liability to Tremblay.
- GreCon raised a declinatory exception, asserting Quebec lacked jurisdiction because the parties had agreed to German exclusive jurisdiction.
- The Quebec Superior Court and Court of Appeal dismissed GreCon’s jurisdictional objection, relying on incidental jurisdiction and related procedural efficiency.
- The Supreme Court of Canada granted GreCon’s appeal.

## Issues

1. Whether Quebec courts, properly seized of the principal claim (Tremblay v. Normand), could hear Normand’s incidental warranty claim against GreCon despite an exclusive German forum-selection clause in the GreCon–Normand contract.
2. How to reconcile incidental jurisdiction over related claims with the statutory rule enforcing choice-of-forum agreements that remove Quebec jurisdiction.
3. Whether forum non conveniens could be used to maintain Quebec jurisdiction notwithstanding a valid exclusive forum-selection clause.

## Decision

- The Supreme Court allowed the appeal and upheld GreCon’s declinatory exception.
- The Quebec Superior Court lacked jurisdiction over Normand’s action in warranty against GreCon because the parties had validly agreed to exclusive German jurisdiction.
- The statutory incidental-jurisdiction rule did not override the forum-selection clause; its own text yields where another authority has exclusive jurisdiction.
- Forum non conveniens was inapplicable because it presupposes existing jurisdiction; it cannot be used to avoid a statutory absence of jurisdiction resulting from a valid forum-selection agreement.
- The principal action between Tremblay and Normand remained in Quebec; only the warranty action against GreCon was dismissed in Quebec.

## Legal Principles

- Clear and applicable exclusive forum-selection clauses in international commercial contracts are enforceable and can oust the court’s jurisdiction where the governing jurisdictional rule so provides.
- Incidental (ancillary) jurisdiction over related claims does not extend to incidental demands that are subject to the exclusive jurisdiction of another authority by virtue of a valid choice-of-forum agreement.
- Specific statutory rules implementing party choice of forum prevail over general incidental-jurisdiction rules when the provisions conflict.
- Forum non conveniens operates only after jurisdiction is established; it cannot create, preserve, or substitute for jurisdiction that is removed by a valid choice-of-forum clause.
- Policy considerations favor enforcing forum-selection clauses to support predictability in international commerce and respect for foreign courts chosen by contracting parties.

## Conclusion

The court enforced the parties’ exclusive German forum-selection clause and held that Quebec’s incidental-jurisdiction rule could not be used to keep a warranty claim in Quebec when statutory choice-of-forum rules removed Quebec jurisdiction; forum non conveniens had no role because jurisdiction never existed over that claim.


GreCon Dimter Inc. v. J.R. Normand Inc., [2005] 2 S.C.R. 401 (Can. 2005)