United States Court of Appeals For the Seventh Circuit ____________________ No. 22-1583 NULOGY CORPORATION, Plaintiff-Appellant, v. MENASHA PACKAGING COMPANY, LLC, et al., Defendants-Appellees. ____________________

Appeal from the United States District Court for the Northern District of Illinois, Eastern Division. No. 1:21-cv-01164 — Mary M. Rowland, Judge. ____________________

ARGUED JANUARY 18, 2023 — DECIDED AUGUST 7, 2023 ____________________

Before HAMILTON, JACKSON-AKIWUMI, and LEE, Circuit Judges. JACKSON-AKIWUMI, Circuit Judge. This legal entanglement began in Ontario, Canada, where Nulogy Corporation sued Menasha Packaging Company, LLC, and Deloitte Consulting LLP, alleging the two collaborated to misuse Nulogy’s propri- etary information and Menasha breached its contract with 2 No. 22-1583 Nulogy. 1 After Deloitte challenged the Canadian court’s juris- diction, but before the Canadian court was able to rule, Nu- logy voluntarily dismissed its Canadian trade secrets claims against both defendants and refiled in the United States under federal and state law. Menasha moved to dismiss those new claims against it, arguing Canada was the proper forum. We agree: Because Nulogy agreed by contract to litigate claims against Menasha in Canada—claims, like those here, arising from the companies’ contractual relationship—we affirm the district court’s dismissal of Nulogy’s claims against Menasha. But because Deloitte has no similar contractual agreement with Nulogy pointing to Canada as the proper forum, and it continues to insist that Canadian courts do not have jurisdic- tion over Nulogy’s claims against it, we reverse the district court’s ancillary decision to dismiss Deloitte from the case. I Menasha licensed one of Nulogy’s software products, Nu- logy Solution, to assist with its supply chain management. Years later, Deloitte reviewed Menasha’s systems in hopes of better integrating Nulogy Solution into Menasha’s ecosystem of other business management software. To further that re- view, Deloitte and Menasha asked Nulogy to share proprie- tary information to which Menasha did not have access. Nu- logy alleges that the two used this information to reverse en- gineer an alternative to Nulogy Solution. In July 2020, Nulogy filed suit in Ontario’s Superior Court of Justice, alleging breach of contract by Menasha and

1 Nulogy also sued the parent companies, Menasha Corporation and Deloitte LLP. For simplicity, we refer to the parents and subsidiaries jointly as Menasha and Deloitte. No. 22-1583 3 violations of trade secrets by Menasha and Deloitte. Deloitte insisted that it was not subject to jurisdiction in Canada; ra- ther the United States offered the proper forum. Nulogy re- sponded by voluntarily dismissing its trade secrets claims against Deloitte and Menasha and refiling those claims in the United States District Court for the Northern District of Illi- nois under the federal Defend Trade Secrets Act, 18 U.S.C. § 1836(b), and the Illinois Trade Secrets Act, 765 ILCS § 1065/1, et seq. The breach of contract claims against Menasha remained pending in Canadian court. Menasha moved to dismiss the United States trade secrets litigation, in part, on the grounds of forum non conveniens. Menasha pointed out that its contract with Nulogy contained a forum selection clause. That clause provides, “The Parties will initiate any lawsuits in connection with the Agreement in Toronto, Ontario, Canada, and irrevocably attorn to the exclu- sive personal jurisdiction and venue of the courts sitting therein.” Deloitte did not join this motion.