GDG Acquisitions, LLC v. Government of Belize
2014 U.S. App. LEXIS 7511
| 11th Cir. | 2014Background
- In 2002 Belize Minister Ralph Fonseca and Intelco founder Glenn Godfrey (in Florida) executed a Master Lease Agreement for telecommunications equipment; payments were assigned to the International Bank of Miami.
- The lease included a Florida choice-of-law clause, a forum-selection clause consenting to Florida courts, and a waiver of objections to venue/inconvenient forum.
- Intelco later assigned its rights to GDG Acquisitions, LLC (Florida LLC); GDG sued the Government of Belize in the Southern District of Florida in 2012 for about $14 million in unpaid rent.
- Belize asserted the lease was void because Fonseca lacked authority, argued sovereign immunity, and moved to dismiss on forum non conveniens and international comity grounds; the district court dismissed on forum non conveniens and alternatively on international comity without resolving FSIA.
- On appeal the Eleventh Circuit vacated both dismissals, holding the district court abused its discretion by not first assessing the forum-selection clause per Atlantic Marine and by improperly applying prospective international comity to a routine commercial contract dispute.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether district court must assess forum-selection clause before forum non conveniens analysis | GDG: forum-selection clause binds parties; clause should control and private factors favor Florida | Belize: clause is permissive (not mandatory) and/or unenforceable due to fraud/overreaching | Court: District court erred by not first determining enforceability/significance of the clause per Atlantic Marine; remand for that inquiry |
| Whether the forum-selection clause is mandatory and enforceable against Belize | GDG: clause is mandatory and waives venue/ forum objections; binds Belize | Belize: clause is permissive in language and was overcome by evidence making it unreasonable/invalid | Court: Left for district court on remand to decide enforceability and whether it binds Belize |
| Whether prospective international comity warranted dismissal of this commercial contract suit | GDG: U.S. interest in enforcing contracts and American party (GDG) weigh against dismissal | Belize: Belizean interests and need to apply Belize law justify foreign adjudication | Court: Reversed — prospective international comity inappropriate here; no strong aligned diplomatic interests like Ungaro-Benages; district court abused its discretion |
| Whether retrospective comity or FSIA jurisdiction barred U.S. adjudication (alternative grounds) | GDG: retrospective comity not implicated; FSIA jurisdiction exists | Belize: argued sovereign interests and raised FSIA immunity defenses | Court: District court did not decide FSIA; retrospective comity requires foreign judgment or parallel proceedings and thus did not apply; remanded without resolving FSIA |
Key Cases Cited
- Atl. Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 134 S. Ct. 568 (2013) (forum-selection clauses largely control forum non conveniens/private-factor analysis)
- Ungaro-Benages v. Dresdner Bank AG, 379 F.3d 1227 (11th Cir. 2004) (framework for prospective international comity and factors to weigh)
- Belize Telecom, Ltd. v. Gov’t of Belize, 528 F.3d 1298 (11th Cir. 2008) (distinguished; involved retrospective comity and strong Belizean interests)
- The Bremen v. Zapata Off-shore Co., 407 U.S. 1 (1972) (strong presumption in favor of enforcing freely negotiated forum-selection clauses)
- Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (2007) (district courts may dismiss on forum non conveniens without resolving jurisdictional questions)