OPINION
This appeal presents multiple issues of first impression for our circuit. Defendant-appellant Creation Ministries International, Ltd., (“CMI”) appeals the district court’s order compelling arbitration of its disputes with fellow ministry Answers in Genesis of Kentucky, Inc. (“AiG”). Specifically, CMI asserts that the district court erred in declining to dismiss AiG’s suit on the basis of the contracts’ forum selection clause, declining to abstain in favor of CMI’s prior-filed Australian litigation, and compelling arbitration on all of AiG’s claims. AiG cross-appeals the district court’s order declining to issue a foreign antisuit injunction to block CMI from further pursuing its Australian litigation. We hold that the district court properly compelled the parties to arbitration and did not abuse its discretion in declining to issue an antisuit injunction based upon the facts as they now stand. We therefore affirm the judgment of the district court in its entirety.
I.
This case arises from a motion to compel arbitration filed under the Federal Arbitration Act (“FAA”), 9 U.S.C. § 206, by AiG, a Kentucky non-profit corporation headquartered in Petersburg, Kentucky, against CMI, an Australian non-profit corporation organized under the laws of the State of Queensland, Australia. In 1980, a group of Australian religious adherents joined together to form the Creation Science Foundation (“Foundation”), CMI’s predecessor organization. According to one of the original members, the Foundаtion’s purpose “was to promote creationism and apologetics” throughout Australia. Among the founders was Ken Ham, an Australian minister and “creation science” advocate. Since the 1970s, another Australian creation science supporter, Carl Wieland, began publishing a magazine known as Ex Nihilo to publicize advances in creation science. The magazine would later become known as Creation Magazine. Wieland transferred production responsibility to the Foundation for his magazine sometime “in the late 1970’s or early 1980’s.” Wieland joined the Foundation and, along with Ham, became one of the Foundation’s two main leaders.
In 1987, Ham moved from his native Australia to the United States. Seven years later, Ham founded an American counterpart to the Foundation headquartered in Kentucky, which would become known as AiG. The two organizations were separate entities but worked closely together until the events that gave rise to the current litigation occurred. As AiG grew in membership and financial resources, it began to eclipse its Australian counterpart, which had by now come to be led largely by Wieland. AiG established and funded a website, www.answersing enesis.org, that both AiG and the Foundation used to spread the discoveries of creation science. AiG also purchased signifi *463 cant numbers of each issue of Creation Magazine for distribution to American subscribers. AiG’s growth caused significant tension to dеvelop between Ham and Wieland, as each vied for control of what was becoming an increasingly international movement to teach creationism.
The Foundation 1 had joined with AiG in founding Answers in Genesis International (“AGI”) to foster relationships among creation science organizations in other Commonwealth countries, such as Canada, South Africa, New Zealand, and the United Kingdom. Ownership of AGI was split between the Foundation and AG. AG held a fifty percent share in AGI. Aound March 2005, Wieland proposed a new model for control of AGI. Wieland referred to this new proposal as a much needed “democratic reform” in the structure of the international ministry. The “reform” wоuld give each branch of the international ministry one vote at AGI board meetings. From AG’s perspective, the sole purpose of this reform was to dilute the American organization’s influence over the creation science movement and concomitantly place Wieland in sole control of AGI. AG believed that the small organizations in countries such as South Africa and New Zealand were under Wieland’s control to the extent that their votes would merely parrot his. Unsurprisingly, AG rejected Wieland’s democratic reform, and relations between the American and Australian ministries deteriorated rapidly.
Some of the Foundation’s board members sought to heal the developing schism. They tried to accomplish this by moving toward a more business-like relationship with AG. On October 11-13, 2005, the boards of directors of both AG and the Foundation met in Petersburg, Kentucky, in an attempt to settle their differences over the control structure of AGI as well as the disputes that arose over Creation Magazine’s content and distribution and the content found on the two ministries’ joint website. The meetings produced a series of signed agreements that form the basis of the current litigation on two continents.
On October 13, 2005, the members of both organizations’ boards of directors executed a Memorandum of Agreement (“MOA”). The MOA provided for several transfers of property and contractual rights in an attempt to divide each organization’s responsibilities within the larger creation science movement. Among other provisions, the MOA required the Foundation to transfer to AG ownership of certain international copyrights and the competing domain name www.answersing enesis.com. MOA at 1. The Foundation would also begin to pay a fee to AG for AG’s maintaining their joint website www. answersingenesis.org. MOA at 2. In return, AG would transfer to the Foundation AG’s fifty percent voting share in AGI, giving the Foundation complete control over the international organization. MOA at 1. AG also agreed to pay a fee to the Foundation for each future article the Foundation provided for the joint website. The Foundation concomitantly agreed to grant an express license to AG for the use of all articles that had previously appeared on either the website or in AG’s publications. MOA at 2. Most importantly, the MOA closed with an arbitration clause that provided “in the event of a disagreement” the parties would “submit the matter to Christian arbitration.” MOA at 2-3.
*464 That same day, the parties also executed a Deed of Copyright License (“DOCL”). The DOCL granted AiG a license to continue to use the articles the Foundation had provided for its website and publications. DOCL at 5-6. Thus, the DOCL fulfilled the Foundation’s obligations under the MOA to validate AiG’s use of the Foundation’s intellectual property. The DOCL сlosed by noting that “the law applicable to the State of Victoria, Australia” applied and “[t]he parties submit to the non-exclusive jurisdiction of its courts and courts of appeal.” DOCL at 7-8.
Although the two boards had ratified the agreements, Wieland fiercely objected to their content. Deepening internal tension led the membership of the Foundation’s board to resign. Wieland replaced the board’s membership with appointees of his own liking. This new board joined Wie-land in seeking to reject the MOA and DOCL. The board also voted to change the name of the Foundation to its current name of Creation Ministries International (“CMI”) effective January 19, 2006. The CMI boаrd sought to explain its actions by commissioning an internal inquiry to examine the circumstances that led to the schism between CMI and AiG. This inquiry, known as the “Briese Report,” released its findings on February 16, 2007. The Briese Report concluded that the position of Wieland and his new board was correct and that the new board had properly sought to renounce the prior board’s actions. The Briese Report also sought to cast blame for the schism onto AiG.
AiG rebuffed CMI’s efforts to invalidate the agreements. With both sides having reached an impasse over the status of the MOA and DOCL, legal action commenced. CMI struck first; and on May 31, 2007, it filed suit in the Supreme Court of Queensland 2 against both AiG and AiG’s leader Ken Ham. CMI’s “Statement of Claim” sought declaratory, injunctive, and monetary relief as to both defendants. The complaint did not seek to compel arbitration.
The parties attempted one last time to reach an out-of-court settlement by meeting with a mediator in Hawaii on August 14-15, 2007. Ultimately, the parties were unable to agree upon any settlement. On January 29, 2008, the parties halted all efforts to reach an amicable agreement, and CMI instructed AiG to proceed with its defense in the Australian action.
Instead, on March 24, 2008, AiG moved to compel arbitration in the Eastern District of Kentucky under the FAA. AiG additionally sought to enjoin CMI from pursuing its Australian suit. Both partiеs informed the district court that the parties had agreed voluntarily to adjourn the Australian proceedings pending final resolution of the American litigation. The district court conducted a hearing and on August 8, 2008, issued its order and opinion. In its opinion, the district court read the multiple agreements
in para materia
because they were all executed on the same day as part of an effort to achieve a settlement of all outstanding issues.
Answers in Genesis of Ky., Inc. v. Creation Ministries Int'l, Ltd.,
No. 2:08-cv-00053-WOB, slip op. at 2,
On August 15, 2008, AiG instituted an arbitration proceeding against CMI with the International Centre for Dispute Resolution. The district court denied CMI’s motion to stay the arbitration pending appeal after CMI refused to agree to а joint stay order that would prevent CMI from reactivating its Australian litigation. CMI has filed a motion with this court to stay the arbitration proceedings. In light of our disposition of this appeal, we will deny the motion to stay as moot.
II.
A.
We first note the issue of our jurisdiction. While neither of the parties has questioned this court’s jurisdiction to hear this appeal, federal courts have a duty to consider their subject matter jurisdiction in regard to every case and may raise the issue
sua sponte. See Thornton v. Southwest Detroit Hosp.,
B.
Having concluded that we have jurisdiction to consider this appeal, we now consider the arguments raised by both parties. CMI contends that the explicit language of the forum selection clause requires that the only proper forum for any suit between CMI and AiG concerning these agreements is in Australia. Importantly, CMI does not challenge on appeal either the ruling of the district court that the multiple contracts at issue are to be read in para materia or that the MOA and DOCL are valid, enforceаble contracts. AiG responds that the arbitration and forum selection clauses are mutually exclusive such that the forum selection clause only applies if neither party seeks to arbitrate the dispute. Therefore, AiG asserts that because it seeks to compel arbitration, the forum selection clause is inapplicable. Both parties’ arguments are misguided, and the plain language of the contractual provisions at issue provides that Australia is only one possible forum for any potential litigation.
The proper construction of a contract is an issue of law; therefore, this court reviews questions of contract interpretation under a
de novo
standard.
Noe v. PolyOne Corp.,
This Deed is governed by the law applicable to the State of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of its courts and courts of appeal from them. The parties will not object to the exercise of jurisdiction by those courts on any basis.
DOCL at 7-8 (emphasis added). The district court held that one must read the *466 DOCL and MOA in para materia because the parties executed both agreements on the same day. As neither party has appealed this ruling of the district court, we will read the forum selection clause contained in the DOCL together with the arbitration language in the MOA. Paragraph eight of the MOA provides:
The parties will enter to [sic] such other аgreements as are necessary to accomplish the purposes and provisions of this Memorandum of Agreement. In the event of a disagreement of the parties regarding the meaning or application of any provision of this Agreement or any related agreements, the parties agree to submit such matter to Christian mediation to a Christian mediator agreed upon by them. In the event such matter is not resolved by mediation, then the parties will submit the matter to Christian arbitration to a Christian arbitrator agreed upon by them, and the decision of the arbitrator shall be final.
MOA at 2-3. Notably, the arbitration agreement is silent as to where the arbitration should take place.
The plain language of the agreements quoted above forecloses CMI’s argument that the only proper forum is in Australia and makes AiG’s complicated argument unnecessary. The forum selection clause expressly provides that the “courts and courts of appeal” of the “State of Victoria, Australia” are the “non-exclusive jurisdiction” in which the parties may file suit. CMI’s argument that this contractual provision required the district court to dismiss AiG’s motion to compel arbitration would read the word “non-exclusive” out of the contract. AiG’s argument would have us read into the contract an entire clause that does not appeаr; namely, that the forum selection clause only applies if no one seeks arbitration. As we have noted, “If a contract is clear and unambiguous ... there is no issue of fact to be determined.”
Royal Ins. Co. of Am. v. Orient Overseas Container Line Ltd.,
C.
CMI next contends that if the district court properly construed the forum selection clause, the district court nonetheless should have abstained on the basis of international comity. CMI suggests that this court combine the Eleventh Circuit’s analysis in
Turner Entm’t Co. v. Degeto Film GmbH,
We review a district court’s decision on issues of abstention
de novo
because of the complex interaction of federal jurisdictional and comity concerns.
See Chellman-Shelton v. Glenn,
Whether to abstain in regard to a motion to compel arbitration because of international comity concerns is an issue of first impression in this circuit. Case law is available from other circuits in the area of abstention based upon international comity in general. “One approach has taken the criteria enunciated in Colorado River and applied them to the international context” while another approach has developed a similar test with more of a focus on the “special concerns” injected by international comity. Id. (collecting cases). CMI suggests adopting the approach of the Eleventh Circuit in Turner, which combined the two complementary lines of cases to develop a multi-factor balancing test weighing international comity, concerns about “fairness to litigants,” and the “efficient use of scarce judicial resources.” Id.
By contrast,
Colorado River
instructed courts to consider several factors in determining whether to abstain in favor of a parallel proceeding in the courts of another sovereign. The “most important” factor courts are to consider is whether there exists a “clear federal policy evinc[ing] ... the avoidance of piecemeal adjudication.”
Colorado River
instructs that the “most important” factor a court must consider is whether there is a “clear federal policy evincing] ... the avoidance of piecemeal adjudication” found within the statutory scheme at issue.
Id.
at 819,
International law, as incorporated by congressional action, supports our conclusion that abstention is inappropriate in this case. A similar concern for enforcing private agreements led to the adoption of the international treaty under which AiG seeks to vindicate its right to arbitrate. AiG filed this action under § 206 of the FAA. 9 U.S.C. § 206. Section 206 provides that district courts may compel arbitration upon motion of a party to an agreement covered by the 1958 Convention on the Recognition and Enforcement of Arbitral Awards (“Convention”). 4 Chapter Two of the FAA incorporates the provisions of the Convention into American domestic law. See 9 U.S.C. §§ 201-208. Both Australia and the United States are signatories to the Convention, and thus its terms govern the resolution of this dispute. See Status: 1958 — Convention on the Recognition and Enforcement of Foreign Arbitral Awards, http://www.uncitral.org/uncitral/en/ uncitraLtexts/arbitr ation/N YConvention_ status.html (listing both Australia and the United States as signatories). Article II of the Convention, as incorporаted by the FAA, establishes the requirements necessary for an arbitration agreement to come within the Convention’s terms. The agreement must be in writing, concern a “legal relationship ... which is considered as commercial,” and either at least one party to the contract must not be an American citizen or the commercial relationship must have a “reasonable relation with one or more foreign states.” 9 U.S.C. § 202. Cf. Convention on the Recognition and Enforcement of Foreign Arbitral Awards art. II, June 10, 1958, 21 U.S.T. 2517, 330 U.N.T.S. 38. [hereinafter Convention] The MOA and DOCL, which concern the transfer of multiples pieces of intellectual property and corporate stock, arе in writing and clearly concern a commercial topic. Furthermore, it is undisputed that AiG is an American corporation; and CMI is Australian in citizenship. All of the Convention’s requirements are therefore met. Consequently, “when one of the parties” to the arbitration agreement *469 requests a court refer the dispute to arbitration, that court “shall” do so. Convention art. 11(3). Cf. 9 U.S.C. § 208.
As other courts construing the Convention’s language have observed, “there is nothing discretionary about Article 11(3) of the Convention.”
Tennessee Imports, Inc. v. Filippi,
Finally, we note that the other factors delineated in
Colorado River
do not clearly weigh in CMI’s favor. The Australian proceeding is only in its initial stages, and the Australian courts have yet to consider AiG’s jurisdictional and venue defenses. Because one group of witnesses is in Australia and another separate group is in Kentucky, either forum will be inconvenient for half of the parties such that this factor is a draw. The issuеs raised by the parties involve the interpretation of a half-century-old Convention whose terms are largely unambiguous, and no sovereign is participating in these proceedings.
Cf. Colorado River,
D.
CMI’s third issue on appeal is that the district court erred in submitting all of AiG’s numerous causes of action against CMI to binding arbitration. CMI claims that the text of the arbitration clause only requires issues concerning the ownership of the AiG trademark, the copyright licenses contained in the MOA and DOCL, and whether CMI breached its obligations under those two documents to be submitted to arbitration. AiG responds that, contrary to CMI’s assertions, the arbitration clause is broadly worded, and therefore the district court properly submitted all of the parties’ disputes to the arbitrator.
We “review[]
de novo
a district court’s conclusions of law regarding whether to compel arbitration pursuant to the Federal Arbitration Act.”
Watson Wyatt & Co. v. SBC Holdings, Inc.,
We next turn to the question of whether the remaining disputed issues should be submitted to arbitration. CMI concedes that those issues concerning the intellectual property directly referenced in the DOCL and MOA are arbitrable.
5
CMI, however, continues to assert that the district court erred in compelling arbitration as to the claims that deal with the Distribution Agreement of 1994, which governed how AiG would purchase copies of
Creation Magazine
and distribute them to American subscribers, and whether CMI has defamed or tortiously interfered with AiG’s contracts through CMI’s statements concerning the DOCL, MOA, and related agreements. Determining whether the disputes are arbitrable requires examining the breadth оf the arbitration clause.
Watson Wyatt,
We have held that where a dispute involves a broadly written arbitration clause “only an express provision excluding a specific dispute, or the most forceful evidence of a purpose to exclude the claim from arbitration, will remove the dispute from consideration by the arbitrators.”
Highlands Wellmont Health Network, Inc. v. John Deere Health Plan, Inc.,
Applying these considerations to the case at bar, the Distribution Agreement of 1994 concerns whether AiG was contractually required to distribute
Creation Magazine
to American subscribers.
Creation Magazine
contained articles written by CMI members on the topic of creation science. The DOCL expressly grants rights to AiG in all articles produced by CMI both
before
and after the execution of the DOCL and explicitly mentions
Creation Magazine,
and all of its prior titles, by name. DOCL at 1, 3. Therefore, the DOCL may well havе altered the rights and obligations of the parties pursuant to the Distribution Agreement. Because the “meaning” of the agreement is at issue in determining the rights and obligations of the parties in the “related” Distribution Agreement, the district court properly held that all claims related to the Distribution Agreement are arbitrable.
Cf. Highlands Wellmont,
The second subset of claims consists of AiG’s contention that statements made in the Briese Report and on CMI’s separate website defamed AiG and/or tortiously interfered with contracts AiG had with third parties. Truth is an absolute defense tо defamation.
See Las-siter v. Lassiter,
E.
Finally, AiG cross-appeals the district court’s order declining to issue a foreign antisuit injunction. We have only considered the propriety of a district court’s issuance of such an injunction once.
See Gau Shan Co.,
It would be difficult for us to say that CMI was “attempting to evade [an] important public policy of this forum” by filing suit in an Australian court when Australia is also a signatory to the Convention. Cf. id. at 1358. However, we need not interpret the full import of our holding in Gau Shan in order to decide this casе in its current procedural posture. The parties have voluntarily suspended the Australian proceedings while we consider CMI’s appeal. With the benefit of our opinion, the *472 parties will be in a much-improved position to consider their future legal options. It would be unwise for us to speculate as to what course of action CMI will take, and such speculation would likely be required for us definitively to hold what Gau Shan demands of injunction-seeking parties. We simply note that with the Australian proceedings suspended, we believe that the district court clearly did not abuse its discretion in declining, at this time, to issue a foreign antisuit injunction. Id. at 1352 (noting that the standard of review is abuse оf discretion). Should the status of the Australian litigation change following the issuance of our opinion, AiG may renew its motion for an injunction before the district court. At that time, the district court may apply the Gau Shan factors to the then-present facts and make a new determination.
III.
For the foregoing reasons, we affirm the judgment of the district court in its entirety. Our affirmance as to the district court’s refusal to issue a foreign antisuit injunction is without prejudice so that AiG may renew its motion before the district court should proceedings in the Australian suit resume. We also deny CMI’s motion to stay arbitration as moot in light of our disposition of this appeal.
Notes
. By this time, the Foundation had changed its name tо Answers in Genesis-Australia. For clarity, this opinion will continue to refer to the Australian entity as the Foundation until the time when the Foundation’s name changed to its current appellation, Creation Ministries International.
. The Supreme Court is the State of Queensland’s trial court.
. We further note that CMI's own actions ratify our interpretation. If CMI’s reading of the clause is correct, the only possible forum for any suit concerning these agreements is "the State of Victoria. Australia." DOCL at 7 (emphasis added). CMI filed its suit in the State of Queensland, Australia. Thus, CMI's proposed interpretation would mean that CMI itself has failed to file in the proper forum.
. The Convention is more popularly known as "The New York Conventiоn," after the place of its negotiation. See Status: 1958 — Convention on the Recognition and Enforcement of Foreign Arbitral Awards, http://www. uncitral.org/uncitral/en/uncitraLtexts/ arbitration/NYConvention_status.html.
. To the extent that CMI argues that it is inappropriate for an American court to interpret the validity of foreign intellectual property rights, we note that this case does not require any American court to do so. Our role is merely to interpret and enforce the arbitration agreement. The question of the construction and validity of the underlying trademark and copyright provisions at issue is for the arbitrator.
Cf. Mars Inc. v. Kabushiki-Kaisha Nippon Conlux,