337 F. Supp. 3d 274
S.D. Ill.2018Background
- Lazare Kaplan International (New York) alleges an international scheme by Antwerp Diamond Bank (ADB) and KBC (Belgian banks) and associates to misappropriate diamonds and diamond sale proceeds, launder funds (including through a KBC-NY pooling account), and obstruct Lazare's investigations.
- Lazare had an ADB credit facility (overdraft-style) governed by ADB "Banking Conditions" (which include an Antwerp forum-selection clause) and also used a KBC-NY account to route payments; KBC-NY had its own Terms with a New York forum-selection clause.
- ADB maintained a representative New York office limited to marketing/research; loan decisions were made in Antwerp; KBC-NY performed operational services under a Services Agreement (pooling/clearing).
- Parallel litigation: ADB sued Lazare in Antwerp to recover loans and related Belgian proceedings (including counterclaims and criminal complaints) have been and remain pending.
- Defendants moved to dismiss on grounds the Antwerp forum-selection clause controls (and covers KBC via the closely-related doctrine), alternatively forum non conveniens (FNC) to Belgium, and failure to state a claim; the Court held both banks’ claims must be litigated in Antwerp and dismissed on FNC grounds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether ADB's Antwerp forum-selection clause (FSC) governs Lazare's claims against ADB | Antwerp FSC applies only to account-holder disputes, not borrower-based claims arising from the credit facility | Antwerp FSC is broad ("any action against the Bank"), ADB borrowers were also accountholders, so the clause covers Lazare's contract and related tort/statutory claims | Antwerp FSC is mandatory, was reasonably communicated, broadly worded, and applies to Lazare's claims against ADB; enforceable and governs those claims |
| Whether KBC's New York FSC governs Lazare's claims against KBC | New York FSC covers "any claim" relating to accounts; Lazare's KBC-NY account was the exclusive vehicle for payments so New York forum applies | New York FSC is narrower (limited to claims "relating to" KBC Terms/agreements), Lazare gave required notice poorly and many claims fall outside it | One contract-based claim (breach of covenant) falls under the New York FSC but is time-barred by contractual notice/time limits; otherwise New York FSC does not cover Lazare's broader claims against KBC |
| Whether ADB's Antwerp FSC binds KBC (non‑signatory) under "closely related" doctrine | Lazare: KBC cannot be bound by Antwerp FSC because KBC is party to the New York FSC | Defendants: KBC is closely related to ADB; claims against both are nearly identical and arise from same transaction; KBC consents to Antwerp jurisdiction | Antwerp FSC applies to KBC under the closely-related doctrine because the claims against both banks are nearly identical and arise from the same transaction; New York FSC's inapplicability means it does not defeat the closely-related enforcement |
| Whether Belgium is an adequate and preferable forum (forum non conveniens) if FSCs did not apply | New York is convenient (Lazare HQ, some U.S. contacts, dollar transfers) and U.S. has interest in applying RICO; Belgium may be stayed/less available due to criminal proceedings | Belgium is available and adequate, witnesses/evidence and parallel litigation are located in Belgium/Europe, compulsory process favors Belgium, public and private factors favor Belgium | Even absent FSCs, FNC analysis favors Belgium: Belgium is adequate, witnesses and evidence are more connected to Belgium, parallel Belgian proceedings exist, and public/private interests weigh for dismissal |
Key Cases Cited
- Atlantic Marine Const. Co. v. U.S. Dist. Court, 571 U.S. 49 (2013) (forum-selection clauses should be given controlling weight except in exceptional cases)
- Phillips v. Audio Active Ltd., 494 F.3d 378 (2d Cir. 2007) (framework for presumption of enforceability: reasonably communicated, mandatory, and scope)
- New Moon Shipping Co. v. MAN B & W Diesel AG, 121 F.3d 24 (2d Cir. 1997) (district court fact‑finding on forum clause applicability)
- Norex Petroleum Ltd. v. Access Indus., Inc., 416 F.3d 146 (2d Cir. 2005) (forum non conveniens three-step analysis)
- Iragorri v. United Tech. Corp., 274 F.3d 65 (2d Cir. 2001) (degree of deference to plaintiff's forum choice on sliding scale)
- Pollux Holding Ltd. v. Chase Manhattan Bank, 329 F.3d 64 (2d Cir. 2003) (FNC discretion and adequacy of alternative forum)