UNITED STATES COURT OF APPEALS FOR THE SIXTH CIRCUIT

┐ FIREXO, INC., │ Plaintiff-Appellant, │ > No. 23-3085 │ v. │ │ FIREXO GROUP LIMITED, │ Defendant-Appellee. │ ┘

Appeal from the United States District Court for the Northern District of Ohio at Toledo. No. 3:21-cv-02336—Jack Zouhary, District Judge.

Argued: October 18, 2023

Decided and Filed: April 12, 2024

Before: BATCHELDER, GRIFFIN, and LARSEN, Circuit Judges.

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COUNSEL ARGUED: Paul Belazis, MALONE, AULT & FARELL, Toledo, Ohio, for Appellant. Jason J. Blake, CALFEE, HALTER & GRISWOLD, LLP, Columbus, Ohio, for Appellee. ON BRIEF: Paul Belazis, MALONE, AULT & FARELL, Toledo, Ohio, for Appellant. Jason J. Blake, John F. Fisher, CALFEE, HALTER & GRISWOLD, LLP, Columbus, Ohio, for Appellee.

BATCHELDER, J., announced the judgment, in which LARSEN, J., joined, and delivered the lead opinion in which LARSEN, J., joined in part. LARSEN, J. (pp. 35–37), delivered a separate opinion concurring in part and in the judgment. GRIFFIN, J. (pp. 38–45), delivered a separate dissenting opinion. No. 23-3085 Firexo, Inc. v. Firexo Grp. Ltd. Page 2

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OPINION _________________

ALICE M. BATCHELDER, Circuit Judge. A corporate defendant in a civil lawsuit moved to dismiss the plaintiff’s action based on a contractual forum-selection clause even though the plaintiff was not a signatory to that contract. The district court applied the so-called “closely related” doctrine, found that the plaintiff was sufficiently closely related to the contract for the court to apply and enforce the forum-selection clause against that non-signatory plaintiff, and dismissed the action. The plaintiff appeals, arguing that the district court applied the wrong law, and correspondingly the wrong analytical approach, to determine the contract’s applicability. Ultimately, we agree and for the reasons that follow, we REVERSE and REMAND.

I. FACTS

Firexo Group Limited (“FGL”) is a British company that makes fire extinguishers. In 2019, FGL partnered with Scot Smith (of Port Clinton, Ohio) to sell its fire extinguishers in the United States. FGL and Smith entered a contract titled “Shareholder Agreement” (though it is referred to therein, by the district court, and hereinafter as the “Joint Venture Agreement” or “JVA”), through which Smith purchased from FGL 70% of its wholly owned subsidiary, Firexo Corporation, already incorporated in Florida. Firexo was not a signatory to the JVA.

The JVA has a forum-selection clause designating England or Wales as the “exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.” This language appears very broad: i.e., “any dispute . . . in connection with.” For perspective, consider “two categories of terms describing the scope of a forum selection clause. The narrower category includes terms such as ‘arise out of,’ ‘arise from,’ or ‘arising