Lead Opinion
Judge NEWMAN concurs in a separate opinion.
Plaintiff-Appellant Brian Anthony Martinez (“Martinez”) appeals from a judgment of the United States District Court for the Southern District of New York (Furman, /.), dismissing his complaint for improper venue under Rule 12(b)(3) of the Federal Rules of Civil Procedure. Martinez brought this action against his former employer, Bloomberg LP (“Bloom-berg”), a privately held financial software, mass media, and data analysis company, as well as two of its employees, Andrew Lack and Catriona Henderson, alleging that his termination constituted discrimination in violation of the Americans with Disabilities Act (“ADA”), as well as state and local laws. Bloomberg and Lack moved to dismiss on the basis of a clause contained in Martinez’s employment contract, which indicated that English law governed the agreement and that “any dispute arising hereunder shall be subject to the exclusive jurisdiction of the English courts.” We hold that: (1) where a contract contains both a valid choice-of-law clause and a forum selection clause, the substantive law identified in the choice-of-law clause governs the interpretation of the forum selection clause, while federal law governs the enforceability of the forum selection clause; (2) under English law, Martinez’s discrimination claims “arise [ junder” the employment agreement, within the meaning of the forum selection clause; and (3) the forum selection clause is enforceable under federal law. Accordingly, we affirm the judgment of the district court.
BACKGROUND
Martinez began his career at Bloomberg on a freelance basis in September of 1999,
Throughout his career at Bloomberg, Martinez consistently received strong performance reviews, and was repeatedly promoted. Early in 2010 he was named Managing Director for Bloomberg Television International in Europe, the Middle East, Africa, and Asia. Later in the year, the company began to develop plans to bring its activities in Latin America under Martinez’s supervision.
In October of 2010, Martinez informed Bloomberg employees, including Henderson, regional head of Human Resources in the United Kingdom, and Lack, chief executive officer of Bloomberg’s Multimedia Division, that he had been subjected to physical abuse by his same-sex domestic partner. He sought treatment from Bloomberg’s occupational healthcare provider, and was referred to a psychologist. Although Martinez was already scheduled to take annual leave from December 16, 2010 to January 3, 2011, Lack insisted that he begin an unofficial leave of absence in late November. In mid-December Lack conducted Martinez’s annual performance review by telephone. Although his performance continued to be rated “Exceptional,” Martinez alleges that his bonus was smaller on a percentage basis than that of Bloomberg employees who reported to him and who received lower ratings.
Martinez returned to work on January 4, 2011. In mid-February, however, Henderson and Lack held a meeting with Martinez at which they expressed concern that he was “unwell” and that problems in his personal life would interfere with his job performance. At their urging, Martinez began a period of medical leave, despite his belief that it was unnecessary. In late March a doctor cleared Martinez to return to work, but Henderson and Lack continued to insist that Martinez not return until May.
During Martinez’s period of medical leave, he began to hear through colleagues of various organizational changes at the company. In March the company removed Asia from his responsibility. On June 20, 2011, the company informed Martinez that it was exploring a corporate restructuring that would result in the elimination of his position. The following day, a U.K. solicitor representing Martinez notified the company that in her view elimination of Martinez’s position likely “would give rise to claims for unfair dismissal, discrimination and whistle-blowing.” On July 29, 2011, Bloomberg terminated Martinez’s employment.
Martinez filed suit in the Southern District of New York on October 24, 2011. He asserted claims against Bloomberg for discrimination on the basis of perceived disability in violation of the ADA, 42 U.S.C. § 12111, et seq., and against Bloom-berg, Lack, and Henderson for discrimination on the basis of perceived disability and on the basis of sexual orientation in violation of the New York State Human Rights Law (“NYSHRL”), N.Y. Exec. Law § 296, et seq., and the New York City Human Rights Law (“NYCHRL”), New
On January 30, 2012, Bloomberg and Lack moved to dismiss the federal proceeding for improper venue under Rule 12(b)(3) of the Federal Rules of Civil Procedure.
DISCUSSION
Martinez raises two issues on appeal. First, he contends that the district court erred in construing the forum selection clause to encompass claims of discrimination based on perceived disability that could be brought under the ADA. Second, he argues that, even if the district court was correct in its interpretation of the forum selection clause’s scope, the court should find it unenforceable, both because it would have the effect of forcing him to forfeit his ADA claim, and because several aspects of English law prompted him to abandon his contemporaneous action in the U.K. and his English claims are now time-barred.
We have previously observed that “neither the Supreme Court, nor this Court, has specifically designated a single clause of Rule 12(b) ... as the proper 13 procedural mechanism” for enforcing a forum selection clause through a motion to dismiss. TradeComet.com LLC v. Google, Inc.,
This clarification of the proper procedural vehicle for enforcing a forum selection clause, however, does not appear to alter the materials on which a district court may rely in granting a motion to dismiss based on a forum selection clause. In deciding a motion to dismiss for forum non conveniens, a district court normally relies solely on the pleadings and affidavits, see Transunion Corp. v. PepsiCo, Inc.,
Atlantic Marine, however, did not address the standard of review to which we subject a district court’s decision to dismiss a case based on a forum selection 19 clause. While we review a district court’s decision to dismiss a case on the basis of general forum non conveniens doctrine for abuse of discretion, see Iragorri v. United Techs. Corp.,
I.
Before we reach Martinez’s challenges to the district court’s interpretation of the forum selection clause and its finding that the clause is enforceable as applied to his discrimination claims, we address a conceptually prior issue: Where a contract contains both a choice-of-law and a choice-of-forum clause, does federal law or the body of law specified in the choice-of-law clause govern the effect of the ehoice-of-forum clause in an action brought in a federal district court?
In answering this question, we distinguish between the interpretation of a forum selection clause and the enforceability of the clause. To determine whether the district court properly dismissed a claim based on a forum selection clause, we employ a four-part analysis. We ask: (1) “whether the clause was reasonably communicated to the party resisting enforcement”; (2) whether the clause is “mandatory or permissive; i.e., ... whether the parties are required to bring any 5 dispute to the designated forum or simply permitted to do so”; and (3) “whether the claims and parties involved in the suit are subject to the forum selection clause.” Phillips,
The overriding framework governing the effect of forum selection clauses in federal courts, therefore, is drawn from federal law. Furthermore, “federal law should be used to determine whether an otherwise mandatory and applicable forum clause is enforceable under Bremen, i.e., step four in our analysis.” Phillips,
This approach reconciles respect for contracting parties’ legitimate expectations with other important federal policies. If the enforceability of a forum selection clause were governed by the law specified in the choice-of-law clause, then contracting parties would have an absolute right to “oust the jurisdiction” of the federal courts. See Evolution Online Sys., Inc. v. Koninklijke PTT Nederland N.V.,
The presumptive enforceability of forum selection clauses reflects a strong federal public policy of its own, which would likewise be undermined if another body of law were allowed to govern the enforceability of a forum selection clause. In the absence of a forum selection clause, a court applying the doctrine of forum non conve-niens weighs and balances the public and private interests identified in Gulf Oil Corp. v. Gilbert, keeping in mind that “the plaintiffs choice of forum should rarely be disturbed.”
Although Bremen was a suit in admiralty, the Supreme Court has long recognized that the “the orderliness and predictability” promoted by forum selection clauses has value beyond the admiralty context. Scherk v. Alberto-Culver Co.,
The Supreme Court again emphasized the importance of forum selection clauses in Atlantic Marine, a case involving 28 U.S.C. § 1404(a), which governs motions to transfer a case from one federal district court to another. The Bremen Court found that the lower court erred in assessing the defendant’s motion to dismiss in favor of a foreign forum under the “normal forum non conveniens doctrine applicable in the absence of [a forum selection] clause.”
If, however, the body of law indicated in a choice-of-law clause were to govern the enforceability of a forum selection clause, then “choice of law provisions selecting jurisdictions that disfavor forum clauses would put district courts to the awkward choice of either ignoring the parties’ choice of law or invalidating their choice of forum.” Phillips,
It would undermine the predictability fostered by forum selection clauses, however, if federal law — rather than the law specified in a choice-of-law clause— were to govern the interpretation as well as the enforceability of a forum selection clause. If “the interpretation of a forum selection clause [were] singled out for application of any law other than that chosen to govern the interpretation of the contract as a whole,” Phillips,
Distinguishing between the enforceability and the interpretation of forum selection clauses, moreover, accords with the traditional divide between procedural and substantive rules developed under Erie Railroad Co. v. Tompkins,
The continued application of this residual doctrine is consistent with the federal courts’ longstanding “inherent power” to generate rules promoting uniformity in the “administration of legal proceedings.” See Hanna v. Plumer,
There is no similar federal interest, however, in overriding parties’ contractually chosen body of law in favor of uniform federal rules governing the interpretation of forum selection clauses. Indeed, such an exercise in federal-common-law-making undermines the constitutional “allocation of judicial power between the state and federal systems” established in Erie. Hanna v. Plumer,
The instant case concededly differs from one that poses a typical Erie question, both because it arises under federal question jurisdiction, and because the forum selection clause here provides for proceedings abroad under foreign law, rather than in a particular state’s courts under state law. Yet Erie does not merely articulate a choice-of-law rule for federal diversity cases. See Sosa v. Alvarez-Machain,
Our review of the decisions of our sister circuits supports our conclusions both with respect to the strong federal interest in a uniform standard governing enforcement of forum selection clauses in an international context, and with respect to the importance of distinguishing the enforcement of a forum selection clause from its interpretation. The circuits are split around the question of whether a federal court sitting in diversity should apply federal or state law to determine the enforceability of a forum selection clause designating a domestic forum, although Supreme Court’s decision in Atlantic Marine easts doubt on the latter position. Compare Jones,
We do not identify as clear a prevailing approach on the question of what law governs the interpretation of forum selection clauses. In part, this derives from courts’ tendency to blur the distinction between enforceability and interpretation. In Manetti-Farrow, Inc. v. Gucci America, Inc., for instance, the Ninth Circuit noted (as we also do above) that “the federal procedural issues raised by forum selection clauses significantly outweigh the state interests,” concluding that “the federal rule announced in the Bremen controls enforcement of forum clauses in diversity cases.” Manetti-Farrow,
Indeed, three circuits have settled on this approach, though without articulating it as expressly we do now. For instance, while the Tenth Circuit employs federal common law to determine the enforceability of a foreign forum selection clause, Riley,
This Court has likewise at times cited federal law in interpreting a forum selection clause, even where the contract at issue also contained a choice-of-law clause. See Magi XXI,
In this case, both parties invoked English law in their arguments about the scope of the forum selection clause, and the district court applied English law in finding that the clause encompassed Martinez’s claims.. Martinez,
II.
Martinez does not challenge the validity of his employment agreement with Bloom-berg. Nor does he contest that the agreement’s forum selection clause was reasonably communicated to him, and that it is mandatory in effect. He contends, however, that his discrimination claims do not constitute disputes “arising []under” his employment contract, and therefore are not governed by the forum selection clause.
This argument constitutes an interpretive dispute about “whether the claims and parties involved in the suit are subject to the forum selection clause” under part three of our four-part test. Phillips,
Under English law, “the construction of an arbitration clause should start from the assumption that the parties, as rational businessmen, are likely to have intended any dispute arising out of the relationship into which they have entered or purported to enter to be decided by the same tribunal.” Fili Shipping Co. Ltd. v. Premium Nafta Prods. Ltd., [2007] UKHL 40, [13]. The English decision that articulated this interpretive principle — Fili Shipping Co. Ltd., [2007] UKHL 40, referred to as the “Fiona Trust ” case — construed an arbitration clause that, like the forum selection clause at issue here, encompassed “[a]ny dispute arising under this charter.” Id. [3] (emphasis added). The claimants- — ■ Russian ship-owners who had entered into a chartering agreement — contended that the contract was procured by bribery and sought rescission. Id. [1]. They argued that, “as a matter of construction, the question [wa]s not a dispute arising under the charter” because it challenged the circumstances under which the parties entered into the charter. Id. [4].
In the Fiona Trust case, the Court of Appeal — the intermediate appellate court in the English court system — discussed a number of cases drawing fíne distinctions between the language employed in different arbitration and forum selection clauses. It acknowledged that “in the past the words ‘arising under the contract’ have sometimes been given a narrower meaning.” Fiona Trust & Holding Corp. v. Privalov, [2007] EWCA (Civ) 20, [18]. It clearly split with this authority, however, concluding that henceforth “any jurisdiction or arbitration clause in an international commercial contract should be liberally construed,” and that “[t]he words ‘arising out of should cover every dispute except a dispute as to whether there was ever a contract at all.” Id.
The House of Lords (now the U.K. Supreme Court) approved of the “fresh start” charted by the Court of Appeal. Fili Shipping, [2007] UKHL 40, [12], It indicated that interpretation of arbitration clauses should start from the assumption that “there is no rational basis upon which businessmen would be 17 likely to wish to have questions of the validity or enforceability of the contract decided by one tribunal and questions about its performance decided by another.” Id. [7]. Consequently, it held that courts should presume that an arbitration clause encompasses all disputes involving the relationship into which
Although the Fiona Trust case involved an arbitration clause, the decision refers broadly to the interpretation of “jurisdiction clauses.” See id. [26]. English courts have repeatedly applied the holding in the Fiona Trust case to cases involving forum selection clauses. In UBS AG v. HSH Nordbank AG, the Court of Appeal found that “[t]he proper approach to the construction of clauses agreeing jurisdiction is to construe them widely and generously,” and that “in the usual case the words ‘arising out of or ‘in connection with’ apply to claims arising from pre-inception matters such as misrepresentation.” [2009] EWCA (Civ) 585, [82]. Similarly, in Skype Technologies SA v. Joltid Ltd., in construing a choice-of-law and forum selection clause referencing “[a]ny claim arising under or relating to this Agreement,” the High Court of Justice (the trial court for most significant cases in the English system) rejected an effort to distinguish between clauses covering “any claim” versus “any dispute.” [2009] EWHC 2783(Ch), [3], [18]. The court found this argument was “based on an unduly narrow reading of the clause” and represented “exactly the kind of fine distinction ... deplored in Fiona 19 Trust." Id. [19],
Martinez seeks to distinguish these decisions by noting that they arose in the commercial context. He argues that different interpretive principles apply to employment contracts. Indeed, the Court of Appeal’s decision in the Fiona Trust case references the important role that jurisdiction clauses play in “an international commercial context.” [2007] EWCA (Civ) 20, [17]. The House of Lords similarly based its decision on assumptions about the behavior of “rational businessmen.” [2007] UKHL 40, [13]. But nothing in the Fiona Trust case expressly limits its holding to commercial contracts, and English employment cases do not support the view that there is a distinct set of interpretive rules applicable solely to employment contracts.
In Becket Investment Management Group Ltd. v. Hall, the Court of Appeal confronted the question whether it should sever an unreasonably broad definition from an otherwise enforceable non-competition clause in an employment contract. [2007] EWCA (Civ) 613, [32], The Court of Appeal observed that “[a]t one stage there was an assumption in the authorities that the courts should be reluctant to sever in favour of an employer in a restraint of trade case.” Id. [34]. But it ultimately rejected the proposition that “there is a special rule referable to employment contracts,” noting that this view “has not 19 found favour in the more recent authorities.” Id. [35]. Accordingly, the court analyzed the severability question by reference to general contract law doctrines, and concluded that the definition was sev-erable. Id. [35]-[44],
Similarly, in James v. Greenwich London Borough Council, the claimant brought an unfair dismissal claim against the borough, for which she worked under a contract with an employment agency. [2008] EWCA (Civ) 35, [3]. The Court of Appeal found that “the question whether an ‘agency worker’ is an employee of an end-user must be decided in accordance with common law principles of implied contract and, in some very extreme cases, by exposing sham arrangements.” Id. [51]. Applying these general contract principles to the case, the court found that it was not necessary to imply a contract of employment between the claimant and the council, and dismissed her claim. Id. [52],
Martinez points to Autoclenz Ltd. v. Belcher, in which the U.K. Supreme Court
Martinez next contends that his claims do not arise under the agreement because his discrimination claims do not depend upon the existence of his employment contract under either English or American law. Although under English law an employment discrimination claim is a claim for a “statutory tort,” to bring a claim for employment discrimination an employee nevertheless “must establish that she was employed and was dismissed from that employment, so that to that extent reliance must be placed on the contract of employment.” Hall v. Woolston Hall Leisure Ltd., [2000] EWCA (Civ) 170, [42], [46], English courts have repeatedly found that workers who provide services to an end-user under a contract with a third-party employment agency cannot bring claims for unfair dismissal or discrimination against the end-user, since there is no employment contract between the worker and the end-user. See Muschett v. HM Prison Serv., [2010] EWCA (Civ) 25, [38]; James, [2008] EWCA (Civ) 35, [51]. Similarly, in cases involving discrimination claims brought by claimants who lacked the legal right to work in the U.K., English courts have rejected the argument that discrimination claims constitute “statutory tort[s]” that “st[and] independently ... from [a] contractual claim to enforce [an] employment contract.” Hounga v. Allen, [2012] EWCA (Civ) 609, [57]. Instead, they find that the underlying illegality of the employment contract precludes a discrimination claim. Id. [61]; see also Vakante v. Addey & Stanhope Sch. Governing Body, [2004] EWCA (Civ) 1065, [28], [35],
In arguing that his discrimination claims do not “aris[e] []under” the employment contract because they are creatures of statute under both English and American law, Martinez suggests that the forum selection clause only encompasses breach of contract claims. But this is precisely the proposition that the House of Lords rejected in the Fiona Trust case. The Fiona Trust case, after all, involved allegations of bribery during the formation of the contract, not a breach of contract. [2007] UKHL 40, [1]. The allegations of misrepresentation in UBS AG, [2009] EWCA (Civ) 585, [5], and copyright infringement in Shype Technologies SA, [2009] EWHC (Ch) 2783, [6], likewise were not based on breach of contract. As a leading English treatise indicates, the Fiona Trust case
Finally, Martinez observes that, under English law, contractual terms purporting to limit the U.K. Employment Tribunal’s power to conduct discrimination proceedings are unenforceable, except in narrow circumstances. Equality Act, 2010, c. 5, § 144; Clyde & Co. LLP v. Bates van Winkelhof [2011] EWHC 668(QB), [42] (refusing to stay discrimination proceedings before U.K. Employment Tribunal based on arbitration agreement in membership contract with law firm); cf. Fulham Football Club (1987) Ltd. v. Richards, [2011] EWCA (Civ) 855, [41] (“In relation to employment and discrimination, there are statutory restrictions on the enforceability of any agreement which excludes or limits an employee’s access to the employment tribunal.”). Since the U.K. Employment Tribunal would likely invalidate a contractual provision “ousting]” its jurisdiction in favor of a U.S. forum, Martinez urges us likewise to invalidate a forum selection clause favoring proceedings in the U.K. over the U.S.
In making this argument, Martinez invites us to apply English law to the enforceability of a forum selection clause. Interpretive rules inform the meaning ascribed to contractual terms, and contracting parties may avoid their effect by using different words. By contrast, the English rule Martinez invokes ostensibly establishes a right of access to the U.K. Employment Tribunal, which employees cannot contract away. Since our inquiry into English law is limited to the proper interpretation of the forum selection clause, the rule has no bearing on our analysis. We determine the ultimate enforceability of the clause not by reference to “the policy of Parliament,” but by reference to the “federal public policy” of the United States. Red Bull Assocs.,
III.
Our conclusion that under English law the forum selection clause encompasses claims of discrimination based on perceived disability does not end our inquiry. Rather, a finding that a forum selection clause was reasonably communicated to the resisting party, is mandatory, and encompasses the claims and parties at issue merely gives rise to a presumption of enforceability. Phillips,
In the Second Circuit, we determine whether a forum selection clause is invalid under Bremen by examining four factors that, in effect, are four subparts that fall under the final prong of our four-part framework governing the effect of
Here, Martinez does not argue that the incorporation of the forum selection clause in his contract was the result of fraud or overreaching, or that English anti-discrimination law is fundamentally unfair. He does, however, make arguments that go to the third and fourth types of unenforce-ability under Bremen. First, he contends that, because the district court found his claims would have to be brought in England, but the U.K. Employment tribunal could not adjudicate his federal disability claims, the district court’s decision subverts federal policy by effectively requiring that he forfeit his statutory rights under the ADA. Second, he argues that, because several features of English law prompted him to abandon his English proceedings, and his English claims are now likely time-barred, enforcement of the forum selection clause would deprive him of any remedy. We reject both of these arguments, and accordingly conclude that the forum selection clause is enforceable.
In determining whether “enforcement [of a forum selection clause] would contravene a strong public policy of the forum in which suit is brought,” we look to federal cases or statutes — not because federal law is guiding the interpretation of the forum selection clause, but because such materials may constitute declarations of public policy that justifies invalidating a forum selection clause. Bremen,
Similar to the securities laws’ anti-waiver provision, the ADA incorporates Title VII of the Civil Rights Act’s special venue provision, which grants plaintiffs a range of possible venues in which to bring discrimination claims. 42 U.S.C. § 12117(a); 42 U.S.C. § .2000e-5(f)(3); see Bolar v. Frank,
Given the ADA’s special venue provision, therefore, and the Act’s identification of a strong federal interest in combatting discrimination based on disability, see 42 U.S.C. § 12101, we consider the enforceability of the forum selection clause at issue here to present a close question. Cf. Bonny,
Martinez, however, has failed to make such a showing. The only purported inadequacies with English anti-discrimination law that he identifies are its shorter statute of limitations period, the unavailability of prevailing party attorney’s fees, and the cost of proceeding in the U.K. To show that enforcement of a forum selection clause would contravene a strong public policy of the forum in which suit is brought, however, it is “not enough that the foreign law or procedure merely be different or less favorable than that of the United States.” Roby,
We also conclude that Martinez has not demonstrated the type of personal difficulties involved in litigating the matter in England that would lead us to decline to enforce the forum selection clause. See Phillips,
Here, however, we need not reach the question whether a showing of private hardships might be sufficient to invalidate a forum selection clause designating a foreign forum, since we conclude that Martinez has failed to make such a showing. At the time of his termination, Martinez was a highly compensated senior figure at Bloomberg. He had lived and worked in the U.K. for more than six years, purchased a home there, and taken steps towards acquiring U.K. citizenship. Under these circumstances, we do not believe that proceeding in England would be “so difficult and inconvenient” that he would “effectively ... be deprived of his day in court.” Phillips,
CONCLUSION
For the foregoing reasons, the judgment of the district court below is AFFIRMED.
Notes
. It appears that neither Lack nor Henderson was served with the complaint. Lack, however, subsequently joined in the motion to dismiss and the district court granted the motion as to all three defendants.
. The Court reserved decision as to whether a party bringing an action for breach of contract might obtain dismissal under Rule 12(b)(6). Atl. Marine,
. To the extent that the other "public-interest” factors of the forum non conveniens analysis set forth in Gulf Oil may still apply here, see Atl. Marine,
Concurrence Opinion
concurring:
I concur in Judge Droney’s opinion applying English law to the interpretation of a forum selection clause because the parties’ agreement includes a choice-of-law provision directing us to English law. I write these additional words in the hope of providing some clarification to an area of law in which some of our prior opinions might be misunderstood.
It is now generally agreed that “[t]he parties’ agreement as to the place of the action will be given effect unless it is unfair or unreasonable.” Restatement (Second) of Conflicts § 80 (1988 revision). “The Bremen [v. Zapata Off-Shore Co.,
In Boutari and Son v. Attiki Importers,
In Phillips v. Audio Active Ltd.,
In Roby v. Corporation of Lloyd’s,
An opinion issued last year contained the assertion that “federal law applies to the interpretation of forum selection clauses,” Magi XXI, Inc. v. Stato della Città del Vaticano,
the parties have not relied on Vatican law to interpret the relevant forum selection clauses. Therefore, the Court will apply federal law to interpret the forum selection clauses in the Master License Agreement and the sublicense agreements.
Magi, Brief for Appellant at 8 n.7.
Our Court’s decision in Bense v. Interstate Battery System of America, Inc.,
The Third, Ninth, and Tenth Circuits have applied the law specified in a choice-of-law provision to interpret a forum selection clause. See General Engineering Corp. v. Martin Marietta Alumina, Inc.,
Some opinions from other circuits have stated that federal law applies to the interpretation of forum selection clauses, but nearly all such statements were made with respect to agreements that either had no choice-of-law clause, or, if the parties had included such a clause, neither party urged its application to interpretation of the forum selection clause. Among the decisions applying federal law to the interpretation of a forum selection clause in the absence of a choice-of-law provision are Manetti-Farrow, Inc. v. Gucci America, Inc.,
The basic principle of freedom of contract permits the parties to specify via a choice-of-law clause which jurisdiction’s law should apply to the interpretation of their forum selection clause, unless, as the Seventh Circuit has suggested, “that choice would impose significant costs on third parties or on the judicial system.” Abbott Laboratories,
In the pending case, the parties’ choice-of-law clause directs us to English law, they agree that English law should be applied in interpreting their forum selec
. For this statement, Magi cited Jones v. Weibrecht,
. In one case, we said that Klaxon requires a court to look to the forum's choice-of-law rules and see if the state law thus selected would honor the parties’ choice of law. See Walter E. Heller & Co. v. Video Innovations, Inc.