Summary
The Eleventh Circuit reviewed claims for tortious interference with contracts involving Declan Flight, Right Rudder Aviation, Pipistrel entities, Textron, and Textron eAviation. It held that the applicability of a forum-selection clause is a contract-interpretation issue governed by the substantive law applicable to the contract, and concluded that Slovenian law did not permit the nonsignatory defendants to invoke the clauses through equitable estoppel. The court reversed the dismissal of Counts I and II on forum non conveniens grounds, reversed the district court's finding of personal jurisdiction as to Count III, and remanded for further proceedings.
Topics
Practice areas
Questions Presented
- Whether the applicability or scope of a forum-selection clause, including whether a nonsignatory may invoke it, is governed by the substantive law governing the contract rather than federal common law.
- Whether Slovenian law governed the forum-selection clauses in the Declan and RRA Contracts under Florida choice-of-law rules.
- Whether Slovenian law permitted the nonsignatory defendants to invoke those forum-selection clauses through equitable estoppel.
- Whether the district court properly applied Atlantic Marine's modified forum non conveniens test to Counts I and II.
- Whether the district court established personal jurisdiction over the defendants as to Count III under Florida's long-arm statute or the Mesa Contract's forum-selection clause.
Holdings
- The applicability or scope of a forum-selection clause is analytically distinct from its federal-law enforceability and must be interpreted under the substantive law governing the contract.
- Under Florida choice-of-law rules, Slovenian law governs interpretation of the Declan and RRA Contracts, including their forum-selection clauses.
- Slovenian law did not permit the nonsignatory defendants to invoke the Declan and RRA Contracts' forum-selection clauses against the plaintiffs.
- Because no applicable forum-selection clause covered Counts I and II, the district court erred by applying Atlantic Marine's modified forum non conveniens test; it was required to apply the ordinary forum non conveniens test.
- The district court erred in concluding that Florida's contractual-breach long-arm provision or the Mesa Contract's forum-selection clause established personal jurisdiction over the defendants.
Key quotations
“Accordingly, when tasked with analyzing a forum-selection clause, a court must follow a two-step approach: (1) the court first must interpret the clause to assess whether its terms apply to the claims and parties at bar; if they do, then (2) the court must decide whether the forum-selection clause is valid and enforceable based on The Bremen factors.” (21-22)
“Thus, forum-selection clauses must be interpreted like any other contractual provision: under the substantive law that governs the contract.” (24-25)
“Thus, the forum-selection clauses do not apply to the Plaintiffs’ claims asserted in Counts I and II and cannot be invoked here.” (39)
“REVERSED AND REMANDED.” (43)
Factual background
Declan Flight contracted with a Pipistrel subsidiary to serve as its chief U.S. sales representative, and Right Rudder Aviation contracted with Pipistrel entities to act as an exclusive U.S. distributor. After Textron acquired Pipistrel and placed it under Textron eAviation's control, the defendants allegedly caused Pipistrel to terminate or undermine those relationships and allegedly interfered with a separate Mesa Airlines aircraft-sale agreement involving Right Rudder. The Declan and RRA contracts contained Slovenian forum-selection provisions and Slovenian choice-of-law provisions, while the Mesa Contract selected Florida law and Florida courts.
Procedural history
Declan and Right Rudder sued Textron and Textron eAviation in the Middle District of Florida for tortious interference with contracts involving Pipistrel and Mesa Airlines. The district court dismissed Counts I and II without prejudice for forum non conveniens based on Slovenian forum-selection clauses, dismissed Count III with prejudice for failure to state a claim and shotgun pleading, and found that it had personal jurisdiction over the defendants as to Count III. The Eleventh Circuit reversed the dismissal of Counts I and II, reversed the personal-jurisdiction finding as to Count III, and remanded for further proceedings.
Remand instructions
The district court must reconsider Counts I and II under the ordinary forum non conveniens test rather than Atlantic Marine's modified test. As to Count III, the district court must address personal jurisdiction before reaching the merits; the parties may reassert their alternative personal-jurisdiction and merits arguments on remand.