AIG Mexico Seguros Interamericana, S.A. de C.V. v. M/V Zapoteca
844 F. Supp. 2d 440
S.D.N.Y.2012Background
- Defendants moved to enforce a contract forum clause in the original signed bill of lading; court reviewed whether prior orders precluded renewal and whether discovery supports enforceability; post-discovery evidence showed signed original bill of lading likely the controlling contract; two bills of lading (Cyprus and Hamburg) created ambiguity about the governing forum; court concluded the proffered signed original bill is more likely the contract; dismissal with prejudice to re-file in SDNY was granted; court considered waiver and Letter of Undertaking but rejected them as controlling; proceedings included extensive in-court discussion and settlement considerations.
- Defendants sought dismissal under a forum selection clause; Plaintiff argued ambiguity between two bills of lading impeded enforcing a single forum; court weighed discovery evidence and found no meeting of the minds on a single forum; court ultimately held no enforceable forum clause due to conflicting documents and no clear agreement.
- Court found renewed contract forum motion not precluded by prior orders; after discovery, defendants showed the signed original bill of lading governed; court concluded the forum clause points to carrier’s principal place of business and thus to Cyprus, but because there were two conflicting bills, no meeting of the minds occurred; case stayed in SDNY pending further limited discovery.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the motion to dismiss is precluded by prior orders | Plaintiff argues prior orders controlled. | Defendants contend renewed motion is not precluded. | Not precluded |
| Whether a forum selection clause is enforceable by preponderance of the evidence | Plaintiff claims the Hamburg clause governs or ambiguity defeats enforceability. | Defendants show signed original bill governs and enforces Cyprus forum. | Enforceable when contract and forum clear; in this case not conclusively shown due to two bills |
| Whether two conflicting bills of lading negate a meeting of the minds on forum | Two bills create ambiguity about governing forum. | Billings show different clauses; no mutual agreement. | No meeting of the minds; no enforceable forum clause; case remains in SDNY |
| Whether waiver or Letter of Undertaking defeats forum clause | Letter purportedly preserves rights against waiver. | Letter does not override mandatory forum clause. | Waiver ineffective to override clause |
Key Cases Cited
- M/S Bremen v. Zapata OffShore Co., 407 U.S. 1 (1972) (forum clauses generally enforceable subject to contract principles)
- Vimar Seguros y Reaseguros, S.A. v. M/V Sky Reefer, 515 U.S. 528 (1995) (broad forum clauses extend to non-signatories in some contexts)
- Effron v. Sun Line Cruises, Inc., 67 F.3d 7 (2d Cir. 1995) (forum clause considerations in second circuit guidance)
- Jockey Int'l, Inc. v. M/V Leverkusen Express, 217 F. Supp. 2d 447 (S.D.N.Y. 2002) (treats contract forum motion as akin to 12(b)(3) or 12(b)(6) dismissal)
- J.B. Harris, Inc. v. Razei Bar Indus., Ltd., 37 F. Supp. 2d 186 (E.D.N.Y. 1998) (factors in forum selection and motion practice)