Forum-selection clause; Dismissal under FedRCivP 12(b)(6); Whether the complaint plausibly alleged that the parties changed their forum-selection clause from Mexico to Michigan during the course of their transactions; Contract interpretation under Michigan law; Whether the court could affirm on the alternative ground of forum non conveniens

[This appeal was from the ED-MI.] The court held that plaintiff-VCST’s complaint plausibly alleged that Michigan was the proper venue because the parties had changed the original contract’s forum-selection clause from Mexico to Michigan during the course of their ongoing transactions. VCST agreed to ship a car part it made in Mexico to a plant in Mexico operated by defendants-BorgWarner. Their initial contract documents (including a Letter of Intent and Purchase Order) contained what the court referred to as the BW Mexico Terms, which included “a forum-selection clause pointing to a Mexican venue.” They conducted their transactions through a series of documents rather than “a ‘universal’ contract . . . .” VCST sued in Michigan for breach of contract, seeking over $28 million in damages. BorgWarner moved to dismiss the case under Rule 12(b)(6) based on the forum-selection clause in the BW Mexico Terms, and based on forum non conveniens. The district court granted dismissal based on the first argument and did not consider the forum non conveniens argument. On appeal, applying Michigan contract law, the court held that VCST “plausibly allege[d]” that during the course of their transactions, the parties had switched to a Michigan forum-selection clause. Their business arrangements were governed by “a series of documents, including a Letter of Intent, an Addendum No. 1, Quotes, Award Letters, and Purchase Orders. Many of these documents changed over time. Some also conflict with each other—a clear sign of ambiguity in the parties’ agreements.” Thus, the court held that it could not say at this stage “that BorgWarner has established that the BW Mexico Terms apply ‘as a matter of law.’” The court rejected BorgWarner’s request to affirm the district court based on the alternative ground of forum non conveniens, holding that “the same factual dispute that dooms the Rule 12(b)(6) motion also dooms this alternative request at this stage.” Reversed and remanded.