Magi XXI, Inc. v. Stato della Città del Vaticano
2013 U.S. App. LEXIS 8953
| 2d Cir. | 2013Background
- Mag i XXI, Inc. sues Stato della Città del Vaticano and others over a Vatican Library licensing program.
- Master License Agreement vests control with the Vatican Office of Publications; sublicenses require Vatican approval and include forum and choice-of-law clauses.
- Sublicense Agreements approved by Vatican Office of Publications; each contains forum and law clauses identical to the Master License Agreement.
- District court dismissed Magi’s claims against the Vatican State for improper venue based on the forum selection clauses.
- Court holds Vatican State may enforce the forum selection clauses against Magi because the Vatican State and Second Renaissance are closely related and it was foreseeable the State would enforce them.
- District court judgment dismissing claims against the Vatican State is affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the forum selection clause against non-signatories is enforceable | Magi argues non-signatory Vatican State should not bind it. | Vatican State contends it is closely related and bound by the clause. | Yes; Vatican State may enforce the clause. |
| Whether the Sublicense Forum Clause covers tort claims | Clauses only cover contractual disputes. | Clauses extend to tort claims tied to contract. | Yes; tort claims are covered where contract interpretation is required. |
| Standard of review for forum clause enforcement | De novo review on questions of contract interpretation and venue. |
Key Cases Cited
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum selections presume enforceable unless unreasonable)
- New Moon Shipping Co. v. MAN B & W Diesel AG, 121 F.3d 24 (2d Cir. 1997) (deference to chosen forum; enforceability in diversity cases)
- Phillips v. Audio Active Ltd., 494 F.3d 378 (2d Cir. 2007) (four-factor test for enforcing forum selection clauses)
- Aguas Lenders Recovery Grp. LLC v. Suez, S.A., 585 F.3d 696 (2d Cir. 2009) (non-signatories can be bound to forum clauses derived from contract)
- Coastal Steel Corp. v. Tilghman Wheelabrator Ltd., 709 F.2d 190 (3d Cir. 1983) (contract-related tort claims may fall within forum clause scope)
- Hugel v. Corp. of Lloyd's, 999 F.2d 206 (7th Cir. 1993) (non-signatory enforcement principles for forum clauses)
- Adams v. Raintree Vacation Exch., LLC, 702 F.3d 436 (7th Cir. 2012) (affirms broad application of forum clauses to affiliates/related parties)
- S.C. v. Sucampo Pharms., Inc. v. Astellas Pharma, Inc., 471 F.3d 544 (4th Cir. 2006) (forum clause enforcement considerations; referenced in discussion)