forum-selection clause does not render it invalid.
3. Depriving Medoil of Its Day In Court
Nor is the forum-selection clause unreasonable because it
requires that Medoil bring this action in a country whose law
or procedure is different or less favorable to it than that of
the United States. Karlberg European Tanspa, Inc. v. JK-Josef
Kratz Vertriebsgesellschaft mbH, 618 F. Supp. 344, 348-49
(N.D.Ill. 1985) (West Germany); Dukane, 600 F. Supp. at 204
(Italy). Instead, Medoil must demonstrate that Switzerland is
so difficult or inconvenient a forum that Medoil essentially
will be deprived of its day in court. See Diatronics, Inc. v.
Elbit Computers, Ltd., 649 F. Supp. 122, 126 (S.D.N.Y. 1986),
aff'd, 812 F.2d 712 (2d Cir. 1987); Paterson, Zochonis (U.K.)
Ltd. v. Compania United Arrows, S.A., 493 F. Supp. 626, 630
Swiss courts are a fair and reasonable forum for resolution
of disputes. See Schertenleib v. Traum, 589 F.2d 1156, 1164-66
(2d Cir. 1978) (Switzerland provides alternate forum under
doctrine of forum non conveniens); ACLI International Commodity
Services, Inc. v. Banque Populaire Suisse, 652 F. Supp. 1289,
1292-93, 1295-96 (S.D.N.Y. 1987) (same); Raskin, S.A. v.
Datasonic Corp., No. 86 C 7596 (N.D.Ill. 1987) (available on
WESTLAW, 1987 WL 8180) (requiring action be brought in
Switzerland under forum-selection clause will not deprive
plaintiff of day in court). There is no showing that litigating
this claim in Switzerland will be extraordinarily inconvenient
to these foreign corporations, especially in light of Mr.
Karvounis' prior trips to Switzerland in connection with this
4. Public Policy
Medoil argues that the forum-selection clause is against
public policy because it prevents Medoil from pursuing its
rights under the antifraud provisions of the securities laws.
A forum-selection clause need not be enforced if it would be
contrary to a strong public policy of the forum in which the
plaintiff brought the original action. M/S Bremen, 407 U.S. at
15, 92 S.Ct. at 1916; Red Bull Assocs. v. Best Western Int'l
Inc., 862 F.2d 963, 966 (2d Cir. 1988).
However, such clauses have been enforced in securities laws
cases. In AVC Nederland B.V. v. Atrium Investment Partnership,
740 F.2d 148 (2d Cir. 1984), the court enforced a
forum-selection clause in an action under section 10(b) of the
Securities Exchange Act of 1934 and Rule 10b-5. 740 F.2d at
149. The parties in the action were Dutch, and the
forum-selection clause provided any action had to be brought in
The Netherlands. Id. at 149 & 151. The court enforced the
clause because the foreign elements of the transaction were
"sufficiently meaningful." Id. at 160.*fn5 It recognized that
it was "highly unlikely that, even apart from the challenged
clause, a court in The Netherlands would apply the Securities
Exchange Act." Id. at 158.
This action is brought by a Liberian corporation against a
Swiss corporation over transactions in an account located in
Switzerland. The parties met to discuss the account and later
signed the relevant documents in Switzerland. Under the
circumstances, the foreign elements of this transaction are
sufficiently meaningful to require enforcement of the
forum-selection clause. See Diatronics, 649 F. Supp. at 126
(forum-selection clause enforced in Rule 10b-5 action); Fustok
v. Banque Populaire
Suisse, 546 F. Supp. 506, 513-14 (S.D. N.Y. 1982) (forum non
conveniens applied to transfer action under Commodity Exchange
Act to Switzerland).
Citicorp's motion to dismiss is granted. The clerk of the
court is directed to dismiss the complaint.