Blawgletter likes choice of forum clauses in contracts. We think parties to pacts will do themselves a favor if they provide in advance for where they'll sort out any fights over what they agreed to. And, while we admire those who make the effort, we wonder why they so often do a poor better job of it.
Take the case of Global Seafood Inc. v. Bantry Bay Mussels Ltd., No. 08-1358-cv (2d Cir. Oct. 20, 2011). Global claimed Bantry Bay (which seems to take its name from a lovely place in County Cork) broke its promise to sell mussels in the U.S. only through Global. Bantry Bay said the "Heads of Agreement" counted for naught under the laws of Ireland, BB's home country. But the HOA did say that "[t]his Agreement is governed by Irish Law and the Irish Courts".
The district court threw out Global's case on the ground that "governed by . . . the Irish Courts" meant that non-Irish courts couldn't hear a dispute that dealt with the HOA. The Second Circuit said no to that.
We do not . . . share the district court’s view that the term “govern”—standing alone—imparts a clear and unambiguous intent by the parties to confer exclusive jurisdiction on Irish Courts or to select Ireland as the obligatory venue. While “govern” indicates an intent to confer upon the Irish Courts the power and authority to hear disputes arising out of the Heads of Agreement, it does not, without more, purport to do so to the exclusion of other courts where jurisdiction may also lie. Unlike the mandatory clause in Phillips, “governed” is not accompanied by a phrase analogous to “are to be brought,” i.e., specific language that actively channels the suit to a particular court, which would indicate an intent to make the Irish Courts the only courts that can govern disputes arising out of the Heads of Agreement.
Id. at 8-9 (emphasis in original).
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