Snöfrost AB v. Håkansson
353 F. Supp. 3d 99
D.D.C.2018Background
- Plaintiff Snöfrost AB, a Swedish special-purpose company, sued in U.S. District Court (D. Mass.) to enforce an alleged share-sale agreement negotiated in Malmö, Sweden.
- Defendant Susanne Håkansson, a U.S. citizen and the seller, moved to dismiss on forum non conveniens grounds, arguing Sweden (Malmö District Court) is the proper forum; she offered to stipulate to Swedish jurisdiction.
- Key events (negotiation meeting, circulation of a draft SPA with a Swedish choice-of-law clause and an SCC arbitration clause, and alleged agreement) occurred on January 15, 2018 in Malmö; closing was to occur in Sweden but Håkansson withdrew before closing on February 14, 2018.
- Both parties submitted competing evidence and legal opinions about whether Swedish courts would have jurisdiction and whether Sweden is an adequate alternative forum; Håkansson produced Swedish law opinions asserting availability and subject-matter jurisdiction.
- The court found nearly all material witnesses, the place of negotiation, performance, and the subject matter (Swedish company and shares) are located in Sweden; Swedish law is likely to govern the dispute.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Sweden is an available and adequate alternative forum | Snöfrost opposed dismissal, preferring Massachusetts; disputed that Sweden is proper forum despite SPA's forum/arbitration clauses | Håkansson: Sweden is available and adequate; will stipulate to Malmö jurisdiction; Swedish courts can address subject matter and procedure | Held: Sweden is available and adequate, conditioned on Håkansson filing a formal stipulation to jurisdiction and venue in Malmö |
| Whether forum non conveniens dismissal is warranted | Snöfrost invoked deference to plaintiff's chosen forum (Massachusetts) | Håkansson argued diminished deference for foreign plaintiff and that private/public interest factors favor Sweden | Held: Diminished deference applied (foreign plaintiff); private and public factors strongly favor dismissal to Sweden |
| Private-interest factors (witnesses, proof, convenience) | Snöfrost argued some communications occurred across countries and Massachusetts could adjudicate | Håkansson emphasized material witnesses, documents, and events located in Sweden/Europe | Held: Location and materiality of witnesses and events favor Sweden; compulsory process not shown necessary for U.S. forum |
| Applicable law and adjudicative competence (including arbitration threshold) | Snöfrost inconsistently contended Massachusetts law applies and contested forum transfer; relied on SPA but opposed arbitration forum choice | Håkansson pointed to SPA choice-of-law clause and Restatement choice-of-law analysis showing Swedish law governs; offered stipulation to Swedish court and noted Swedish courts' competence to decide existence of contract | Held: Swedish law likely governs; Swedish courts are better suited to decide contract existence and enforce arbitration clause; court assumed question of contract existence under Swedish law is for a court rather than arbitrator and declined to retain case |
Key Cases Cited
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (doctrine of forum non conveniens; foreign plaintiff gets diminished deference)
- Nowak v. Tak How Invs., Ltd., 94 F.3d 708 (presumption in favor of plaintiff's forum choice discussed)
- Iragorri v. Int'l Elevator, Inc., 203 F.3d 8 (standard for showing factors strongly favor dismissal)
- Mercier v. Sheraton Int'l, Inc., 981 F.2d 1345 (availability/adequacy and public/private interest factors in forum non conveniens analysis)
- Gulf Oil Corp. v. Gilbert, 330 U.S. 501 (enumeration of private and public interest factors)
- Conte v. Flota Mercante Del Estado, 277 F.2d 664 (practical limits of applying foreign law in U.S. courts)
- Large v. Conseco Fin. Servicing Corp., 292 F.3d 49 (court authority to decide existence of arbitration agreement)
- Specht v. Netscape Commc'ns Corp., 306 F.3d 17 (court must resolve existence of contract containing arbitration clause before compelling arbitration)
- Primerica Life Ins. Co. v. Brown, 304 F.3d 469 (contrast: some capacity defenses are for arbitrator)