The opinion of the court was delivered by: Droney, Circuit Judge:
Magi XXI, Inc. v. Stato della Citta del Vaticano
(Argued: February 21, 2013
Before: CHIN and DRONEY, Circuit Judges, and RESTANI, Judge.*fn2
Sublicensee to an agreement allowing reproductions of the Vatican library collection brought action against the licensee, the licensee's president, and the Vatican State, alleging breach of contract and related torts. The United States District Court for the Eastern District of New York (Mauskopf, J.) dismissed the claims against the Vatican State based on forum selection clauses contained in sublicense agreements. We hold the Vatican State may invoke the forum selection clauses in the sublicense agreements because the licensee and the Vatican State were "closely related" parties and it was foreseeable that the Vatican State would enforce the forum selection clauses. Accordingly, the judgment of the district court is AFFIRMED.
Plaintiff-Appellant Magi XXI, Inc. ("Magi") appeals from a judgment of the United States District Court for the Eastern District of New York dismissing the counts of its amended complaint directed against Defendant-Appellee Stato della Citta del Vaticano a/k/a The Holy See (the "Vatican State"). Those counts allege fraud, negligence, breach of contract, unjust enrichment, and conversion, in connection with a licensing program involving artwork and artifacts in the Vatican Library collection. The district court held that venue in the Eastern District of New York was improper based on forum selection clauses contained in sublicense agreements. We AFFIRM the judgment of the district court.
Magi is a New York corporation with its principal place of business in Long Beach, New York. The Vatican State is the territory over which the Holy See of the Roman Catholic Church exercises sovereignty. The Vatican Office of Publications, acting on behalf of the Vatican State, has the authority to enter into contracts with third parties for the commercial exploitation of the artwork and artifacts in the Vatican Library collection. Defendant Second Renaissance, LLC ("Second Renaissance") is a limited liability company with its principal place of business in Corona, California. Defendant Gerald P. Colapinto is the President of Second Renaissance.
On May 22, 2000, the Vatican Office of Publications and Second Renaissance entered into a Master License Agreement. The Master License Agreement stated that the Vatican State "owns or controls all artwork, artifacts, manuscripts, and items within or under the control of the [Vatican Library]," and that the Vatican Office of Publications "alone has the power to license the right to make reproductions and adaptations of items in the Vatican Library Collection."
Under the Master License Agreement, the Vatican Office of Publications granted to Second Renaissance the rights to produce and market specific lines of products based on reproductions of artifacts in the Vatican Library and, subject to certain conditions, to sublicense those rights. As to sublicensing, the Master License Agreement provided that Second Renaissance would
have the right to sell, sublicense or assign the rights granted herein, provided that: (1) the proposed buyer, assignee and/or sublicensee is identified by [Second Renaissance] in writing; (2) the buyer, sublicensee and/or assignee is approved in writing by [the Vatican Office of Publications] or is fifty percent (50%) or more owned or controlled by [Second Renaissance], and (3) the proposed buyer, sublicensee or assignee agrees to be bound by the terms and conditions of this Agreement.
The Master License Agreement also contained a forum selection clause and a choice of law clause, which provided:
Any disagreements between [the Vatican Office of Publications] and [Second Renaissance] shall be resolved exclusively in the Sovereign State of Vatican City.*fn3 [Second Renaissance] hereby consents to jurisdiction in the Sovereign State of Vatican City. All disputes relating to this Agreement between [the Vatican Office of Publications] and [Second Renaissance] shall be governed by the laws of the Sovereign State of Vatican City, and [Second Renaissance] and [the Vatican Office of Publications] hereby consent thereto. Any proceedings shall be conducted in the English language.
On July 18, 2001, pursuant to the Master License Agreement, Magi entered into seven sublicense agreements with Second Renaissance (the "Sublicense Agreements") for the production by Magi of candles, chocolates, confections, flowers, stamps, wrapping paper/gift bags, and fundraising materials, which would all bear the name, logo, and seal of the Vatican Library.*fn4 The Sublicense Agreements were approved by the Vatican Office of Publications, as required by the Master License Agreement. The Sublicense Agreements also all ...