Boumatic, LLC v. Idento Operations, BV, 759 F.3d 790 (7th Cir. 2014). · Go Syfert
Boumatic, LLC v. Idento Operations, BV, 759 F.3d 790 (7th Cir. 2014). Cases Citing This Book View Copy Cite
61 citation events (61 in the last 25 years) across 17 distinct courts.
Strongest positive: Euclid Turnaround Opportunity Fund LP v. Amerant Equipment Finance (flsd, 2025-09-22) · Strongest negative: Starstone Insurance SE v. City of Chicago (ca7, 2025-04-02)
Treatment trajectory · 2014 → 2026 · click a year to view as-of
2014 2020 2026
Top citers, strongest first. 39 distinct citers. How cited ↗
discussed Limited Starstone Insurance SE v. City of Chicago
7th Cir. · 2025 · confidence low
(Uruguay) v. Cemusa, Inc., 647 F.3d 684 (7th Cir. 2011) (a Uruguayan sociedad anónima likely is a “corporation” because it has these aXributes); BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790 (7th Cir. 2014) (a Netherlands besloten vennootschap met beperkte aanspra- kelijkheid is a “corporation” because it has these aXributes even though trading the shares is limited by a buy-sell ar- rangement).
discussed Cited as authority (verbatim quote) Euclid Turnaround Opportunity Fund LP v. Amerant Equipment Finance (2×) also: Cited as authority (rule)
S.D. Fla. · 2025 · signal: see · quote attribution · 1 verbatim quote · confidence high
shares can be bought and sold, subject to restrictions that the business declares. that is a common device in this nation's close corporations too.
discussed Cited as authority (verbatim quote) Al Haj v. Pfizer Inc
N.D. Ill. · 2018 · signal: see · quote attribution · 1 verbatim quote · confidence high
litigants cannot confer subject-matter jurisdiction by agreement or omission, but personal jurisdiction is a personal right that a litigant may waive or forfeit.
discussed Cited as authority (quoted) Al Haj v. Pfizer Inc.
E.D. Ill. · 2018 · signal: see · quote attribution · 1 verbatim quote · confidence high
litigants cannot confer subject-matter jurisdiction by agreement or omission, but personal jurisdiction is a personal right that a litigant may waive or forfeit.
discussed Cited as authority (rule) LEGAL RECEIVABLES, LLC v. LYON COLLEGE
S.D. Ala. · 2026 · confidence medium
This “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).7 • Subject to inapplicable exceptions, for purposes of diversity jurisdiction a 7 See also Purchasing Power, LLC v. Bluestem Brands, Inc., 851 F.3d 1218, 1220 (11th Cir. 2017) (“When determining citizenship of the parties for diversity jurisdiction purposes…
discussed Cited as authority (rule) Resource Strategies, III, LLC, et al. v. Moncla Workover & Drilling Operations, LLC, et al.
S.D. Ala. · 2026 · confidence medium
Thus, assessing an LLC’s citizenship “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).3 Accordingly, Moncla must affirmatively identify each of its members and those of RS III, and properly allege each member’s citizenship in its notice of removal.4 Defective allegations of jurisdiction may be amended, upon ter…
discussed Cited as authority (rule) Dome Technology, LLC v. S&J Industrial, LLC
S.D. Ala. · 2025 · confidence medium
Thus, assessing an LLC’s citizenship “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).3 Moreover, as will be 3 See also Purchasing Power, LLC v. Bluestem Brands, Inc., 851 F.3d 1218, 1220 (11th Cir. 2017) (“When determining citizenship of the parties for diversity jurisdiction purposes, a limited liability comp…
discussed Cited as authority (rule) State Farm Mutual Automobile Insurance Company v. Hennigan
S.D. Ala. · 2025 · confidence medium
McGovern, 511 F.2d at 654 . 5 This “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).
cited Cited as authority (rule) CraneTech, Inc. v. Slack
N.D. Ind. · 2025 · confidence medium
BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir. 2014).
discussed Cited as authority (rule) DACIAN MASTER FUND, LP v. WANDER
S.D. Ind. · 2025 · confidence medium
But a "forum-selection clause can work only if both parties are amenable to suit in the chosen forum; to agree to a forum thus is to agree to personal jurisdiction in that forum." BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir. 2014).
discussed Cited as authority (rule) MAX MINDS, LLC v. TRIANGLE EXPERIENCE GROUP, INC. (2×) also: Cited "see"
S.D. Ind. · 2025 · confidence medium
See dkt. 56 at 10, 16–18. (arguing about only the Haptic EULA's language).2 Indeed, a "forum-selection clause can work only if both parties are amenable to suit in the chosen forum; to agree to a forum thus is to agree to personal jurisdiction in that forum." BouMatic, LLC v. Idento Oper., BV, 759 F.3d 790, 793 (7th Cir. 2014); see Heller Fin., Inc. v. Midwhey Powder Co., 883 F.2d 1286 , 1292 n.4 (7th Cir. 1989) ("Obviously, a valid forum-selection clause, even standing alone, can confer personal jurisdiction.").
discussed Cited as authority (rule) Novus Ag, LLC v. S&M Farm Supply, LLC
E.D. Mo. · 2024 · confidence medium
The court treats a foreign legal entity as a corporation if it has “the standard elements of ‘personhood’ (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued),” as well as the ability to “issue shares to investors who enjoy limited liability” and which “can be bought and sold, subject to restrictions that the business declares.” Id. (quoting BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014)) (cleaned up).
discussed Cited as authority (rule) InterRad Medical, Inc. v. Aquilant Limited
D. Minnesota · 2024 · confidence medium
A foreign legal entity will be treated as a corporation if it has “‘the standard elements of personhood (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued),’ as well as the ability to ‘issue[] shares to investors who enjoy limited liability’ and which ‘can be bought and sold, subject to restrictions that the business declares.’” Id. (quoting BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014)).
discussed Cited as authority (rule) Esspee Fabrications LTD. v. Magnitude 7 Metals LLC
E.D. Mo. · 2023 · confidence medium
That is to say, Plaintiff has not provided any allegations or analysis showing it has “‘the standard elements of “personhood” (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued),’ as well as the ability to ‘issue[ ] shares to investors who enjoy limited liability’ and which ‘can be bought and sold, subject to restrictions that the business declares.’” Id. (quoting BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014)).
discussed Cited as authority (rule) SYNY Logistics, Inc. v. Great Lakes Insurance SE (2×)
N.D. Ill. · 2023 · confidence medium
Moore et al., Moore’s Federal Practice § 102.75 (3d ed. 2023); BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014).
discussed Cited as authority (rule) Yancheng Shanda Yuanfeng Equity Investment Partner v. Kevin Wan
7th Cir. · 2023 · confidence medium
“Classification of a foreign business entity can be difficult because other nations may use subsets of the characteristics that distinguish corpo- rations from other business entities in the United States.” Bou- Matic, 759 F.3d at 791 (citation omitted).
discussed Cited as authority (rule) Diamond Services Management Company LLC v. C&C Jewelry Manufacturing, Inc.
N.D. Ill. · 2022 · confidence medium
(Id.) When a dispute arises out of an agreement that contains a forum selection clause, the contracting parties “agree to personal jurisdiction in that forum.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir. 2014).
discussed Cited as authority (rule) Byrd v. BP Exploration & Production, Inc.
S.D. Ala. · 2022 · confidence medium
Ala. Nov. 29, 2016): “This ‘can require tracing through several layers.’ BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).
discussed Cited as authority (rule) LG Chem, Ltd. v. Superior Court
Cal. Ct. App. · 2022 · confidence medium
(See, e.g., BouMatic, LLC v. Idento Operations, BV (7th Cir. 2014) 759 F.3d 790, 791 [observing that “[c]lassification of a foreign business entity can be difficult”].) Here, we are not required to determine LG Chem’s citizenship, because there is no dispute it is not domiciled in California and is not subject to general jurisdiction in this state. 5 LG Chem did not conduct business with Vapin America, the entity alleged to have sold the defective battery to Vapin’ the 619.
discussed Cited as authority (rule) McKeithen v. Wal-Mart Stores East, LP
S.D. Ala. · 2022 · confidence medium
Ala. Nov. 29, 2016): “This ‘can require tracing through several layers.’ BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).
discussed Cited as authority (rule) Samuels v. Foremost Insurance Company, Grand Rapids, Michigan
S.D. Ala. · 2022 · confidence medium
This “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).5 Accordingly, the Plaintiff must affirmatively 5 See also Azzo v. Jetro Rest.
cited Cited as authority (rule) CHEB LLC v. Nationwide Property and Casualty Insurance Company
N.D. Ala. · 2021 · confidence medium
Ala. July 21, 2015) (quoting BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014)).
discussed Cited as authority (rule) Jolly v. Hoegh Autoliners Shipping AS
M.D. Fla. · 2021 · confidence medium
See Amended Tamasitis Declaration ¶¶ 3-4; see also Rolling Greens MHP, L.P. v. Comcast SCH Holdings L.L.C., 374 F.3d 1020, 1022 (11th Cir. 2004) (per curiam) (“[A] limited liability company is a citizen of any state of which a member of the company is a citizen.”); Boumatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (finding that a “Netherlands BV” business entity is properly classified as a corporation for purposes of 28 U.S.C. § 1332 ); 28 U.S.C. § 1332 (c)(1) (“[A] corporation shall be deemed to be a citizen of every State and foreign state by which it ha…
discussed Cited as authority (rule) Dolgencorp, LLC v. Werner Enterprises, Inc.
S.D. Ala. · 2019 · confidence medium
In filing the amended complaint, the Plaintiffs must abide by the following directives: • The amended complaint, which will become the operative complaint in this action,6 “must reproduce the entire pleading as amended and may not 5 This “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).
discussed Cited as authority (rule) In re Pilgrim's Pride Corporation Derivative Litigation
Del. Ch. · 2019 · confidence medium
Conduct that has been held to constitute consent or a constructive waiver often includes . . . entering into an agreement with a forum-selection clause . . . .” (footnotes omitted)). 7 See, e.g., BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir. 2014) (“According to [the defendant], if it agreed orally to anything (which it denies) it specified Wisconsin as a forum but did not agree to personal jurisdiction.
discussed Cited as authority (rule) Capitol Indemnity Corporation v. BES Design/Build, LLC
S.D. Ala. · 2019 · confidence medium
This rule coexists with our discussion above that when an artificial entity is sued in its name, it takes the citizenship of each of its members.” Americold, 136 S. Ct. at 1016 (citation and quotation omitted). 8 This “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).
discussed Cited as authority (rule) American Builders Insurance Company v. Adams Homes, LLC
S.D. Ala. · 2018 · confidence medium
Therefore, to sufficiently allege the citizenship of an LLC, “a party must list the citizenships of all the members of the limited liability company…” Rolling Greens, 374 F.3d at 1022 .3 The Plaintiff does not identify the members of the LLC Defendants – Adams Homes, LLC and Utility Management, LLC – instead alleging only that “each of Adams’ members is deemed citizen of the State of Alabama or the State of Florida” and that “each of Utility Mgt.’s members is deemed a citizen of the State of 3 This “can require tracing through several layers.” BouMatic, LLC v. Idento Op…
discussed Cited as authority (rule) Borusan Makina Ve Güç Sistemleri Sanayi Ve Ticaret A. v. Hoist Liftruck Mfg., Inc. (2×) also: Cited "see"
E.D. Ill. · 2018 · confidence medium
So, for instance, the Dutch business entity called a besloten vennootschap met beperkte aansprakelijkheid ("BV") qualifies as a corporation under § 1332(c)(1) because it "has the standard elements of 'personhood' (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued)"; it "issues shares to investors who enjoy limited liability (which is to say, are not liable for the business's debts)"; and its "[s]hares can be bought and sold, subject to restrictions that the business declares"-all common traits "in this nation's *740 close corporations…
discussed Cited as authority (rule) Borusan Makina Ve Guc Sistemleri Sanayi Ve Ticaret A.S. v. Hoist Liftruck Mfg., Inc. (2×) also: Cited "see"
N.D. Ill. · 2018 · confidence medium
So, for instance, the Dutch business entity called a besloten vennootschap met beperkte aansprakelijkheid (“BV”) qualifies as a corporation under § 1332(c)(1) because it “has the standard elements of ‘personhood’ (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued)”; it “issues shares to investors who enjoy limited liability (which is to say, are not liable for the business’s debts)”; and its “[s]hares can be bought and sold, subject to restrictions that the business declares”—all common traits “in this nation…
discussed Cited as authority (rule) Flextronics International USA, Inc. v. Sparkling Drink Systems Innovation Center Ltd. (2×) also: Cited "see"
N.D. Ill. · 2016 · confidence medium
So, for instance, the Dutch business entity called a besloten vennootschap met beperkte aansprakel-ijkheid (“BV”) qualifies as a corporation under § 1332(c)(1) because it “has the standard elements of ‘personhood’ (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued),” it “issues shares to investors who enjoy limited liability (which is to say, are not liable for the business’s debts),” and its “[sjhares can be bought and sold, subject to restrictions that the business declares”—all common traits “in this natio…
discussed Cited as authority (rule) Friedman v. Bloomberg LP
D. Conn. · 2016 · confidence medium
It is not clear whether a BV is more analogous to a close corporation, see Boumatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir.2014) (concluding that a BV is more similar to a close corporation than to an LLC), in which case the corporate long-arm statute would apply, or an LLC, see IRS CCA 201032037 (Aug. 13, 2010) (stating that a BV is the equivalent of an American LLC), in which case the partnership long-arm statute would apply, see Matthews v. SBA, Inc., 149 Conn.App. 513, 546 , 89 A.3d 938 (2014) (citing Austen v. Catterton Partners V, LP, 729 F.Supp.2d 548, 553-60 (D.Conn.…
discussed Cited as authority (rule) Sealed 1 v. Sealed 1
5th Cir. · 2015 · confidence medium
Where such forum-selection provisions have been obtained through freely negotiated agreements and are not unreasonable and unjust, their enforcement Smiths not offend due process.” (internal citations and quotation marks omitted)); Bou Matic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir.2014) (“A forum-selection- clause can work only if both parties are amenable to suit in the chosen forum; to agree to a. forum thus is to agree to personal jurisdiction in that forum.”); Chan v. Soc’y Expeditions, Inc., 39 F.3d 1398 , 1407 (9th Cir.1994) (”[T]he district court erred in con…
discussed Cited as authority (rule) Wellness International Network, Ltd. v. Sharif
7th Cir. · 2015 · confidence medium
See id. (directing court on remand to decide whether Sharif forfeited objection); Bou-Matic, LLC v. Idento Operations, BV, 759 F.3d 790, 793 (7th Cir.2014) (explaining that party’s -jurisdictional challenge implicated a “personal right” and could be waived or forfeited); Yakus v. United States, 321 U.S. 414, 444 , 64 S.Ct. 660 , 88 L.Ed. 834 (1944) (stating that “[n]o procedural principle is more familiar to this Court than that a constitutional right may be forfeited in criminal as well as civil cases by the failure to make timely assertion of the right.”).
discussed Cited "see" Euclid Turnaround Opportunity Fund LP v. Amerant Equipment Finance
S.D. Fla. · 2025 · signal: see · confidence high
See BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (“Classification of a foreign business entity can be difficult because other nations may use subsets of the characteristics that distinguish corporations from other business entities in the United States.” (citation omitted)).
discussed Cited "see" Lovers Industrial USA, LLC v. Lovers Industrial Corporation B.V.
S.D. Fla. · 2025 · signal: see · confidence high
See BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (holding that a Netherlands B.V. should be treated as a corporation for purposes of diversity of citizenship); Vreba-Hoff Diary Dev.
discussed Cited "see" Ross v. Lowe's Home Center, Inc.
S.D. Ala. · 2024 · signal: accord · confidence high
Accord Mallory & Evans Contractors & Engineers, LLC v. Tuskegee Univ., 663 F.3d 1304, 1305 (11th Cir. 2011) (per curiam).4 Accordingly, if the Defendant 4 This “can require tracing through several layers.” BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014) (citing Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir. 1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons)).
discussed Cited "see, e.g." Navy Federal Credit Union v. LTD Financial Services, LP
4th Cir. · 2020 · signal: see also · confidence medium
C., 288 U.S. 476 , 479−80 (1933) (analyzing a sociedad en comandita (a Puerto Rican business entity that has some features of a corporation)); see also Hawkins, 935 F.3d at 224–25 (discussing BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790, 791 (7th Cir. 2014)).
cited Cited "see, e.g." William Hawkins v. i-TV Digitalis Tavkozlesi Zrt.
4th Cir. · 2019 · signal: see, e.g. · confidence low
See, e.g. , BouMatic, LLC v. Idento Operations, BV , 759 F.3d 790 , 791 (7th Cir. 2014) ; Lear Corp. v. Johnson Elec.
cited Cited "see, e.g." Instep Software LLC v. Instep (Beijing) Software Co., Ltd.
7th Cir. · 2014 · signal: see, e.g. · confidence low
See, e.g., BouMatic, LLC v. Idento Operations, BV, 759 F.3d 790 (7th Cir.2014).
Retrieving the full opinion text from the archive…
BOUMATIC, LLC, Plaintiff-Appellant,
v.
IDENTO OPERATIONS, BV, Defendant-Appellee
13-2300.
Court of Appeals for the Seventh Circuit.
Jul 22, 2014.
759 F.3d 790
Brian C. Hough, Axley Brynelson, Madison, WI, for Plaintiff-Appellant., Terry E. Nilles, Douglas M. Raines, Von Briesen & Roper, S.C., Milwaukee, WI, for Defendant-Appellee.
Easterbrook, Manton, Sykes.
Cited by 38 opinions  |  Published  |  civil
1 passage pin-cited by 1 case
Pinpoint authority: bottom 74%
Citer courts: E.D. Illinois (1)
EASTERBROOK, Circuit Judge.

Idento Operations, BV, makes robotic milking machines in the Netherlands. BouMatie, LLC, which is based in Wisconsin, entered into an agreement for purchasing and reselling those machines in Belgium. BouMatie filed this suit under the international diversity jurisdiction, 28 U.S.C. § 1332(a)(2), contending that Iden-to had broken its promises by selling direct to at least one of BouMatie’s Belgian customers and by failing to provide parts and warranty service. The district court dismissed the suit, however, ruling that commercial transactions in the European Union do not expose Idento to litigation in Wisconsin even though BouMatie has its headquarters there, the parties exchanged drafts between Wisconsin and the Netherlands, and Idento shipped one machine to Wisconsin.

Before turning to personal jurisdiction, we discuss subject-matter jurisdiction. BV stands for besloten vennootschap met beperkte aansprakelijkheid, a label that the Netherlands applies to closely held businesses whose shares are subject to a restriction of some kind, such as a buy-sell agreement that prevents investors from selling to strangers without offering them to the business first. Unless this is treated as a corporation for the purpose of American law, we need to know the citizenship of every equity investor. See Carden v. Arkoma Associates, 494 U.S. 185, 110 S.Ct. 1015, 108 L.Ed.2d 157 (1990); Fellowes, Inc. v. Changzhou Xinrui Fellowes Office Equipment Co., No. 12-3124, 759 F.3d 787, 2014 WL 3583082 (7th Cir. July 22, 2014). This can require tracing through several layers. See Cosgrove v. Bartolotta, 150 F.3d 729 (7th Cir.1998) (citizenship of an LLC depends on citizenship of its members, traced through as many levels as necessary to reach corporations or natural persons). BouMatie, which is organized as an LLC, has members in several states but not in the Netherlands. If Idento is treated as a corporation, or if all of its direct and indirect investors have citizenships outside the United States, subject-matter jurisdiction is established.

Classification of a foreign business entity can be difficult, see, e.g., White Pearl Inversiones S.A. (Uruguay) v. Cemusa, Inc., 647 F.3d 684 (7th Cir.2011), because other nations may use subsets of the characteristics that distinguish corporations from other business entities in the United States. But treatment of a Netherlands BV is straightforward. A BV has the standard elements of “personhood” (perpetual existence, the right to contract and do business in its own name, and the right to sue and be sued) and issues shares to investors who enjoy limited liability (which is to say, are not liable for the business’s debts). Shares can be bought and sold, subject to restrictions that the business declares. That is a common device in this nation’s close corporations too. We held in Hoagland v. Sandberg, Phoenix & von Gontard, P.C., 385 F.3d 737 (7th Cir.2004), that a professional corporation, in which only a few lawyers can invest, is a “corporation” for the purpose of § 1332. It follows that other close corporations, including the Netherlands BV, satisfy that standard.

Now for personal jurisdiction, which per Fed.R.Civ.P. 4(k)(l)(A) depends on Wisconsin law. In contract cases (of which this is one), Wisconsin provides for jurisdiction over persons who perform services or sell goods in Wisconsin. Wis.[*792] Stat. § 801.05(5)(a), (c). Neither of these provisions applies to Idento, for the dispute does not concern the single machine it delivered to Wisconsin. The dispute concerns Idento’s provision of goods and services in Belgium. Wisconsin does not authorize personal jurisdiction just because one of the contracting parties operates in Wisconsin. This leaves only one possibility: that Idento has consented to be sued in Wisconsin, which treats consent as a valid extra-statutory basis of personal jurisdiction. Kohler Co. v. Wixen, 204 Wis.2d 327, 336, 555 N.W.2d 640 (Ct.App.1996).

BouMatic contends that, before executing a written contract, the parties agreed orally that any dispute could be resolved in Wisconsin. The written agreement does not have a forum-selection clause or a choice-of-law clause, but neither does it have an integration clause or otherwise demonstrate that the writing represents the parties’ sole agreement. To the contrary ¶ 13 of the contract contemplates additional terms from other sources. This means that terms orally agreed survive the signed writing. Idento contends that it did not orally agree to litigate in Wisconsin. This appears to set the stage for a hearing under Fed.R.Civ.P. 12(b)(2), (i) to determine whose version of events is correct. But the district court thought a hearing unnecessary in light of forms the parties exchanged after signing their principal contract.

Paragraph 13 of the main contract provides that additional terms will come from the purchase orders and invoices that the parties exchange for particular machines. When ordering machines, BouMatic sent purchase orders that incorporated a clause specifying that litigation would occur in Wisconsin under Wisconsin’s law of contracts. For its part, Idento sent invoices containing a clause specifying that litigation would occur in the Netherlands under its substantive law. Inconsistencies in commercial forms bring the situation within the scope of the Uniform Commercial Code’s battle-of-the-forms provision, § 2-207, which Wisconsin has enacted verbatim as Wis. Stat. 402.207. (We use Wisconsin law provisionally here, because neither side contends that Netherlands law governs this part of their dispute. Our provisional use of Wisconsin law does not imply that Wisconsin provides the rules that govern the substance of this dispute, should personal jurisdiction be established.)

Section 2-207(2) treats a form such as BouMatic’s (or Idento’s) as a proposal for additions to the contract and states that between merchants (which BouMatic and Idento are) these terms become part of the contract unless “the offer expressly limits acceptance to the terms of the offer” (§ 2-207(2)(a)). BouMatic’s purchase orders incorporate such a restriction; each says that the transactions must be on its terms and no others. When Idento replied with different terms, the purchase orders and invoices canceled each other out. This means that neither the purchase orders nor the invoices vary the terms of the preexisting contract.

The district court inferred from this that the only terms in force between the parties are those in the master contract. As that contract does not specify where litigation will occur, Idento has not consented to suit in Wisconsin. The problem with that approach is that the inconsistent purchase- and-sale forms countermand each other; they leave the parties’ prior agreements unaffected. It takes a new agreement to knock out an old one, and the inconsistent forms mean that there has not been a new agreement. If the parties’ prior agreements include consent to litigate in Wisconsin, then this suit can proceed.

[*793] BouMatic contends that a hearing is unnecessary because its form is the only one in the record. If Idento neglected to introduce its forms, then the record is one-sided and BouMatic’s proposals (including consent to suit in Wisconsin) became part of the contract. But BouMatic is mistaken; the record has several copies of Idento’s terms, which its invoices (also in the record) incorporate. And the district court added (footnote 1 of its opinion) that Bou-Matic has waived any contention that Idento did not send sets of terms incompatible with BouMatic’s own.

According to Idento, if it agreed orally to anything (which it denies) it specified Wisconsin as a forum but did not agree to personal jurisdiction. That makes no sense. A forum-selection clause can work only if both parties are amenable to suit in the chosen forum; to agree to a forum thus is to agree to personal jurisdiction in that forum. Heller Financial, Inc. v. Midwhey Powder Co., 883 F.2d 1286, 1292 n. 4 (7th Cir.1989).

Finally, Idento asserts that it would violate the Due Process Clause of the Fifth Amendment to base personal jurisdiction on consent. That is nonsense. The Supreme Court has stated that personal jurisdiction can rest on consent. See, e.g., Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n. 14, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985); see also Heller Financial, 883 F.2d at 1290. Cf. Atlantic Marine Construction Co. v. United States District Court, — U.S. -, 134 S.Ct. 568, 187 L.Ed.2d 487 (2013). Indeed, an argument that personal jurisdiction is missing can be forfeited by delay in moving to dismiss. Fed.R.Civ.P. 12(h)(1).

Litigants cannot confer subject-matter jurisdiction by agreement or omission, but personal jurisdiction is a personal right that a litigant may waive or forfeit. Iden-to maintains that only “freely negotiated” forum selection clauses can be enforced. Put to one side the fact that the Supreme Court has enforced a clause preprinted in tiny type on the back of a cruise ticket and not “negotiated” at all. Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 111 S.Ct. 1522, 113 L.Ed.2d 622 (1991). Nor is personal jurisdiction achieved when the defendant forfeits its objection “freely negotiated.” At all events, Idento does not contend that anyone twisted its (corporate) arm. If it agreed with BouMatic on a Wisconsin forum, in a manner compatible with contract (i.e., without fraud), no more is necessary.

A few additional arguments have been considered but do not require discussion.

There is no shortcut; a hearing is essential. The judgment is vacated, and the case is remanded for proceedings consistent with this opinion.