Fasano v. Li

Summary

The Second Circuit vacated and remanded a district court's dismissal for forum non conveniens, holding that the district court abused its discretion by failing to consider a mandatory forum selection clause in the relevant ADS receipts. The court reiterated that a forum selection clause substantially modifies the forum non conveniens analysis, requiring a presumption in favor of the contractually selected forum unless rebutted as unreasonable, unjust, or procured by fraud. On remand, the district court must assess whether the clause applies to the parties and claims, including non-signatories, and whether the presumption of enforceability is rebutted.

Holdings

1. The district court abused its discretion by not addressing or even mentioning the forum selection clause and by failing to consider its impact on the forum non conveniens analysis.
2. Plaintiffs did not waive their reliance on the forum selection clause because they expressly raised it in their memorandum in opposition to the motion to dismiss.

Questions Presented

1. Whether the district court abused its discretion by failing to consider the forum selection clause in the ADS receipts when analyzing the motion to dismiss on forum non conveniens.
2. Whether plaintiffs waived their reliance on the forum selection clause by not raising it below.
3. Whether the scope of the forum selection clause covers the non-signatory defendants and the claims asserted.

Disposition

vacated