SignalWave, LLC v. NextGen RF Design, Inc.

Background

SignalWave, LLC, a Florida limited liability company, and NextGen RF Design, Inc., a Minnesota corporation that manufactures and distributes communication equipment, entered into a Reseller Agreement on July 17, 2024. Under the agreement, NextGen agreed to sell certain products — including its Guardian product line — to SignalWave, which received territorial rights to resell those products.

The Reseller Agreement contained an arbitration and venue clause with two key components. First, an arbitration clause requiring that "[a]ll claims or disputes between NextGen and [SignalWave] arising out of or relating to this Agreement, or breach thereof, other than for equitable relief or the collection of money due NextGen from [SignalWave] for Products, shall be decided in accordance with the commercial arbitration rules of the American Arbitration Association." Second, a forum-selection clause providing that "[t]he exclusive venue for any arbitration or other legal action or suit hereunder shall be in the County of Nicollet, Minnesota."

SignalWave filed this lawsuit on February 20, 2026, alleging breach of contract and seeking a declaratory judgment (a court ruling declaring the parties' respective rights under the agreement). SignalWave also initially moved on an emergency basis, without notifying NextGen, for a temporary restraining order to prevent NextGen from terminating the Reseller Agreement. The court denied that motion and directed SignalWave to file a standard motion for a preliminary injunction, which SignalWave did. NextGen opposed the injunction and, through its opposition brief rather than a separate formal motion, asked the court to dismiss the case without prejudice on the grounds that the claims were subject to arbitration and a mandatory forum-selection clause requiring suit in Nicollet County.

Procedural Issues: NextGen's Request for Dismissal

SignalWave argued that NextGen's dismissal request was procedurally improper because NextGen did not file a formal motion. The court rejected this argument. Because the case was proceeding on an expedited basis due to SignalWave's emergency injunction motion, the court accepted NextGen's request for dismissal as properly before it, analogizing to courts' recognized authority to transfer cases on their own initiative under the doctrine of forum non conveniens — the legal principle allowing a court to decline jurisdiction when another forum is substantially more convenient or appropriate.

Arbitration Clause Analysis

The court applied the two-part test for determining whether to compel arbitration under the Federal Arbitration Act (FAA): (1) whether a valid arbitration agreement exists between the parties, and (2) whether the specific dispute falls within the scope of that agreement. The parties did not dispute the agreement's validity, so the court focused only on scope.

The arbitration clause expressly excludes claims for "equitable relief." A preliminary injunction is a form of equitable relief. Accordingly, the court found that the arbitration clause did not cover SignalWave's pending injunction motion. The court did not rule on whether the underlying breach of contract and declaratory judgment claims would themselves be subject to arbitration, because it resolved the case on forum-selection grounds instead.

Forum-Selection Clause Analysis

The court then addressed the Reseller Agreement's forum-selection clause. Under the Supreme Court's decision in Atlantic Marine Construction Co. v. U.S. District Court for the Western District of Texas, 571 U.S. 49 (2013), a valid forum-selection clause is given controlling weight except in the most exceptional circumstances, and forum non conveniens is the proper procedure for enforcing such clauses — including dismissal when the contractually designated forum is a state court rather than a federal court.

The court distinguished between mandatory forum-selection clauses (which use terms like "exclusive," "sole," or "only" to designate a single required forum) and permissive clauses (which merely allow, but do not require, suit in a particular place). The clause here used the word "exclusive" and the mandatory "shall," making it unambiguously mandatory.

SignalWave argued that the District of Minnesota is the federal district court with jurisdiction over Nicollet County, so venue there was proper. The court rejected this argument. Relying on Eighth Circuit precedent in Smart Communications Collier Inc. v. Pope County Sheriff's Office, 5 F.4th 895 (8th Cir. 2021), the court explained that a clause requiring suit "in" a particular county limits venue to courts physically located within that county's geographic boundaries. Because there is no federal courthouse in Nicollet County — only the Nicollet County District Court, a Minnesota state court — the federal district court in Minneapolis is outside the designated forum. The court therefore concluded that venue in this federal court was improper and that the exclusive forum for disputes under the Reseller Agreement is the Nicollet County District Court.

Because SignalWave presented no "exceptional factors" that would justify overriding the forum-selection clause, the court dismissed the case without prejudice. The court noted SignalWave may refile in Nicollet County if it chooses.

Preliminary Injunction Analysis (Alternative Holding)

The court denied the preliminary injunction motion as moot given the dismissal. However, it proceeded to state that even if it had reached the merits of the motion, it would have denied it.

The four-factor test for a preliminary injunction under Eighth Circuit precedent (as stated in Dataphase Systems, Inc. v. C L Systems, Inc., 640 F.2d 109 (8th Cir. 1981), and Cigna Corp. v. Bricker, 103 F.4th 1336 (8th Cir. 2024)) requires the moving party to show: (1) likelihood of success on the merits; (2) likelihood of irreparable harm in the absence of relief; (3) balance of equities in plaintiff's favor; and (4) that an injunction serves the public interest.

The court found SignalWave failed on at least two factors. First, on likelihood of success: SignalWave's theory relied heavily on statements by NextGen that it would "support SignalWave for the coming years," which SignalWave characterized as a modification of the Reseller Agreement. The court found these statements vague, not directed to or signed by SignalWave, and insufficient to evidence a contractual modification. The court also noted that the Reseller Agreement expressly permitted termination "for any reason or for no reason" on 60 days' notice (or 10 days after a default and failure to cure), and that NextGen had issued termination notices under both provisions.

Second, on irreparable harm: the court found that even if some breach occurred, SignalWave's damages would be calculated using the 60-day contractual termination clock, and SignalWave had not demonstrated that such damages could not be fully compensated with money damages. Irreparable harm — harm not adequately remedied by money — is a prerequisite for injunctive relief.

Disposition

The court: (1) denied SignalWave's motion for a preliminary injunction as moot; and (2) granted NextGen's request and dismissed the case without prejudice. The dismissal without prejudice means SignalWave is not barred from refiling its claims in the proper forum.