Magi Xxi, Inc. v. Stato Della Città Del Vaticano
2011 U.S. Dist. LEXIS 94636
| E.D.N.Y | 2011Background
- Magi XXI, Inc. sues the Vatican State, Second Renaissance, LLC, and Colapinto over alleged fraud, misrepresentation, and breach related to access to Vatican Library Collection items and related sublicensing.
- Master License Agreement between UVPR/Saint Vatican and SRLLC granted sublicense rights and included a forum selection clause mandating Vatican City as the exclusive forum and Vatican law.
- Seven sublicense agreements between Magi XXI and SRLLC granted access to images and materials for various products, with UVPR noted as not a party to the sublicenses but approving each sublicense.
- The Vatican State and SRLLC previously sought arbitration in the Vatican; proceedings were abandoned due to costs, and litigation continued in this district court.
- Vatican State moves to dismiss for improper venue under forum selection clauses or, alternatively, for forum non conveniens; in the alternative, challenges lack of subject matter jurisdiction.
- Court treats forum clause motion as Rule 12(b)(3) improper-venue dismissal, grants Vatican State’s motion to dismiss for improper venue, and grants joint motion to vacate arbitration; case recommitted for pretrial matters.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether forum selection clauses are enforceable | Magi XXI argues clauses are not enforceable against the Vatican as a non-signatory. | Vatican State contends clauses are mandatory and binding on non-signatories due to close relatedness and agency. | Clauses are presumptively enforceable and binding on Vatican State as closely related. |
| Whether Vatican State can enforce forum selection clauses as a closely related non-signatory | Non-signatory Vatican cannot enforce against plaintiff. | Vatican is closely related via derivative rights, control over subcontracts, and agency theory. | Vatican State may enforce the clauses as closely related non-signatory. |
| Scope of forum selection clauses | Clauses limited to SRLLC and sublicensees, not Vatican. | Closely related doctrine and Master License Agreement provide broader enforcement reach. | Clauses cover the relevant claims and parties; applicability extends to Vatican State through related agreements. |
| Whether enforcement would be unreasonable or unjust | Vatican forum would be unfair; concerns about Vatican law and sanctions. | Courts must give effect to forum clause unless strong reasons show unreasonableness. | Presumption of enforceability not rebutted; Vatican State’s motion stands. |
| Whether to proceed with venue dismissal before subject-matter jurisdiction | Jurisdiction should be decided prior to venue issues. | Forum selection issues merit dismissal first; related considerations support venue analysis. | Court dismissed for improper venue; subject matter jurisdiction deferred pending outcome. |
Key Cases Cited
- M/S Bremen v. Zapata Offshore Co., 407 U.S. 1 (1972) (forum clause should control absent strong countervailing considerations)
- New Moon Shipping Co. v. MAN B&W Diesel AG, 121 F.3d 24 (2d Cir.1997) (substantial deference to forum selection clauses; need strong showing to defeat)
- Phillips v. Audio Active, Ltd., 494 F.3d 378 (2d Cir.2007) (four-part analysis for enforcing forum selection clauses; presumption of enforceability)
- Roby v. Corp. of Lloyd's, 996 F.2d 1353 (2d Cir.1993) (presumption can be rebutted only for strong reasons; guidance on enforceability)
- Lipcon v. Underwriters at Lloyd's, London, 148 F.3d 1285 (11th Cir.1998) (closely related non-signatories bound by broad forum clauses)