Martinez v. Bloomberg LP
740 F.3d 211
| 2d Cir. | 2014Background
- Martinez, a senior Bloomberg employee based in London, signed an employment agreement (2005) stating English law governs and English courts have exclusive jurisdiction for disputes.
- After disclosures about personal abuse and subsequent medical leave, Bloomberg placed Martinez on leave, restructured his duties, and terminated him in July 2011.
- Martinez sued in the S.D.N.Y. alleging disability and sexual-orientation discrimination under the ADA, NYSHRL, and NYCHRL; he also filed (then abandoned) a contemporaneous U.K. Employment Tribunal claim.
- Bloomberg moved to dismiss the U.S. suit for improper venue based on the contractual forum-selection clause; the district court granted the motion and dismissed all claims.
- On appeal, the Second Circuit addressed (1) whether the contractually chosen substantive law (English law) or federal law governs interpretation and enforcement of the forum clause, (2) whether Martinez’s statutory discrimination claims “arise under” the employment agreement under English law, and (3) whether the forum clause is enforceable under federal law.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Governing law for interpretation vs. enforceability of forum clause | Martinez argued federal standards should control interpretation | Bloomberg argued parties chose English law to interpret clause while enforcement is a federal matter | Court: Apply contractually chosen law (English) to interpret scope; apply federal law to assess enforceability |
| Whether statutory discrimination claims “arise under” the contract | Martinez: ADA and statutory claims are independent statutory causes and thus not "arising under" the contract | Bloomberg: Under English law, jurisdiction clauses should be construed broadly to include disputes arising from the employment relationship | Held: Under English law (applied to interpret the clause), "arising under" covers Martinez’s discrimination claims |
| Whether enforcing the clause would violate strong U.S. public policy (waiver of ADA rights) | Martinez: Enforcement would force forfeiture of ADA rights and contravene federal policy and venue protections | Bloomberg: English forum and remedies are adequate; plaintiff hasn’t shown English law is fundamentally unfair or that enforcement would deny a remedy | Held: Martinez failed to show English law or procedures offend strong U.S. public policy; presumption of enforceability stands |
| Whether enforcement would effectively deprive plaintiff of his day in court (practical hardship) | Martinez: He previously abandoned U.K. proceedings due to cost, time limits, and lack of fee-shifting; enforcement would leave him without remedy | Bloomberg: Martinez was a senior, long-term U.K. resident with means and connections; no showing of impossibility | Held: Court found no personal hardship sufficient to negate the clause; enforcement not unreasonable |
Key Cases Cited
- The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972) (forum-selection clauses presumptively enforceable; heavy burden to show unfairness)
- Atlantic Marine Constr. Co. v. U.S. Dist. Ct., 134 S. Ct. 568 (2013) (forum-selection clauses alter forum non conveniens and transfer analyses; enforce parties’ bargains)
- Phillips v. Audio Active Ltd., 494 F.3d 378 (2d Cir. 2007) (four-part framework for effect of forum-selection clauses; interpretive questions may follow contractually chosen law)
- Roby v. Corp. of Lloyd’s, 996 F.2d 1353 (2d Cir. 1993) (public-policy exception may invalidate choice-of-forum clauses when foreign remedies are inadequate to vindicate U.S. statutory rights)
- Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614 (1985) (strong presumption in favor of enforcing freely negotiated forum-selection clauses)
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (1941) (federal courts applying state conflict-of-law rules in diversity cases)