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Global Seafood Inc v. Bantry Bay Mussels Ltd.

October 20, 2011

GLOBAL SEAFOOD INC., PLAINTIFF-APPELLANT,
v.
BANTRY BAY MUSSELS LTD., ALSO KNOWN AS BANTRY BAY SEAFOODS, USA, DEFENDANT-APPELLEE.



The opinion of the court was delivered by: Hall, Circuit Judge:

08-1358-cv

Global Seafood Inc. v. Bantry Bay Mussels Ltd.

Argued: April 6, 2009

Before:

WALKER, LEVAL, and HALL, Circuit Judges.

Global Seafood Inc. appeals from the judgment of the United States District Court for the District of Connecticut (Droney, J.) dismissing its suit for improper venue on the basis of a forum selection clause mandating Ireland as the appropriate venue for the dispute. We conclude that the forum selection clause at issue was permissive, not mandatory, because the clause contains no specific language of exclusion evidencing an intent by the parties to give the Irish Courts exclusive jurisdiction or make Ireland an obligatory venue for disputes arising out of the agreement. Because permissive forum selection clauses contemplate that jurisdiction may be proper in more than one forum, the district court's dismissal for improper venue was improper.

VACATED AND REMANDED.

The issue presented by this case requires us to determine whether the clause "[t]his Agreement is governed by Irish Law and the Irish Courts" is a permissive or mandatory forum selection clause. The United States District Court for the District of Connecticut (Droney, J.) held that the clause was mandatory and entitled to presumptive enforcement, and, therefore, dismissed the suit for improper venue. We disagree. We conclude that the forum selection clause at issue was permissive because the clause contains no specific language of exclusion evidencing an intent by the parties to give the Irish Courts exclusive jurisdiction or make Ireland an obligatory venue for their disputes. Because permissive forum selection clauses contemplate that jurisdiction may be proper in more than one forum, the district court's dismissal for improper venue on the basis of that clause was improper. Accordingly, the judgment of the district court is VACATED and the case is REMANDED to the district court for further proceedings consistent with this opinion.

I. Background

Plaintiff-Appellant Global Seafood Inc. ("Global Seafood") is a Connecticut corporation with its principal place of business in West Cornwall, Connecticut. Defendant-Appellee Bantry Bay Mussels Ltd ("Bantry Bay") is a company organized and registered under the laws of the Republic of Ireland. Bantry Bay Seafood, a Massachusetts corporation with its principal place of business in South Boston, Massachusetts, is a wholly-owned subsidiary of Bantry Bay. Bantry Bay produces and processes mussels for retail sale. In 1996, Bantry Bay and Global Seafood signed a document entitled "Heads of Agreement," which contains provisions relating to the marketing and sale of Bantry Bay mussels in North America. Global Seafood contends that the agreement is a binding contract establishing it as Bantry Bay's exclusive North American marketing agent, entitled to, inter alia, monthly retainer payments and sales commissions. Bantry Bay disputes that the Heads of Agreement was a binding agreement, insisting that under Irish law so-called "Heads of Agreements" are treated as non-binding letters of intent.

In January 2007, Bantry Bay notified Global Seafood that it would be terminating the parties' relationship within 30 days. Global Seafood filed suit for breach of contract in the District of Connecticut, alleging that Bantry Bay violated the termination provision contained in the Heads of Agreement. Global Seafood contends Bantry Bay was required to give six months termination notice and to pay Global Seafood certain sales commissions upon termination. Although the parties dispute the meaning and scope of the Heads of Agreement, there is no dispute that it contains a provision stating that the "Agreement is governed by Irish Law and the Irish Courts," which is the focus of the present appeal.

II. Decision Below

In its motion to dismiss Bantry Bay argued, inter alia, that the forum selection clause in the Heads of Agreement mandated Ireland as the proper venue for the parties' dispute. The district court agreed, concluding that the provision stating that the "Agreement is governed by Irish Law and the Irish Courts" was a mandatory forum selection clause requiring that all disputes arising out of the Heads of Agreement be brought exclusively in the Irish courts and granted Bantry Bay's motion to dismiss for improper venue.*fn1 Global Seafood Inc. v. Bantry Bay Mussels Ltd., Case No. 3:07cv476, 2008 WL 474267, at *3 (D. Conn. Feb. 20, 2008). The district court reasoned that "'govern' evinces an intent to agree in advance on a forum." Id. According to the district court, "govern" means "the power 'to direct and control, rule or regulate, by authority' and to 'exercise sovereign authority'" so that the provision "provides not merely that the Irish Courts are empowered to hear disputes arising out of the agreement, but that they have dominion over the relationship set forth in the agreement." Id. (quoting Black's Law Dictionary (6th ed. 1990) and The American Heritage College Dictionary (3d ed.)). The district court held that the provision conferred exclusive jurisdiction on the Irish courts and selected Ireland as the mandatory venue for all disputes ...


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