Jiangsu Hongyuan Pharmaceutical Co. v. DI Global Logistics Inc.

159 F. Supp. 3d 1316, 2016 U.S. Dist. LEXIS 14302, 2016 WL 455347
CourtDistrict Court, S.D. Florida
DecidedFebruary 5, 2016
DocketCase No. 15-22306-CIV-GAYLES
StatusPublished
Cited by8 cases

This text of 159 F. Supp. 3d 1316 (Jiangsu Hongyuan Pharmaceutical Co. v. DI Global Logistics Inc.) is published on Counsel Stack Legal Research, covering District Court, S.D. Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Jiangsu Hongyuan Pharmaceutical Co. v. DI Global Logistics Inc., 159 F. Supp. 3d 1316, 2016 U.S. Dist. LEXIS 14302, 2016 WL 455347 (S.D. Fla. 2016).

Opinion

ORDER

DARRIN P. GAYLES, UNITED STATES DISTRICT JUDGE

THIS CAUSE comes before the Court on Defendant DI Global Logistics, Inc.’s (“DI Global”) Motion to Dismiss Plaintiffs First Amended Complaint [EOF No. 14]. This case concerns the scope and effect of a forum selection clause designating China, contained in a contract between a Florida corporation and a Chinese company (drafted by the Chinese company), on a forum non conveniens analysis. The Plaintiff, Jiangu Hongyuan Pharmaceutical Co., Ltd. (“Hongyuan”), has brought both contractual and noncontractual claims against DI Global, alleging that DI Global has failed to remit payment for shipments of chemical products. DI Global has moved to dismiss the action, inter alia, under the doctrine oí forum non conveniens, arguing that the forum selection clause mandates that this dispute be resolved in China.

The Court has reviewed the pleadings, the briefs, the record, and the applicable law, and has considered the arguments advanced by counsel at two different hearings on the motion. For the reasons that [1321]*1321follow, the motion to dismiss shall be granted.1

I. BACKGROUND

Plaintiff Hongyuan is a company registered to do business in China. Am. Compl. ¶ 2. Defendant DI Global is a Florida corporation. Id. ¶ 3. In or around April or May 2013, Hongyuan and DI Global executed an Agency Agreement (the “Agreement”), originally drafted by Hongyuan, through which Hongyuan — for a term of five years — granted DI Global exclusive rights to sell its chemical products in a territory designated as Colombia, Trinidad & Tobago, Brazil, Venezuela, and the United States. Def-’s Mot. Ex. B ¶¶ 1, 10. The Agreement also granted DI Global “all exclusive rights and power of attorney to connect, communicate, negotiate and finalize import and distribution contracts with all private and public establishments” in the prescribed territory. Id. Hongyuan agreed not to sell its products directly to any customers in that territory or indirectly through any brokers or resellers inside or outside the territory. Id. ¶ 2. Hongyuan also granted DI Global the right to sell its products to customers outside the territory who buy those products for use in production of a finished product that is marketed and sold inside the territory. Id. ¶ 3.

According to the Amended Complaint, DI Global requested that Hongyuan ship certain chemical products to it. Am. Compl. ¶ 5. Hongyuan alleges that, pursuant to that request, it remitted “Invoice Number 72” for the shipment of Titanium Dioxide Anatase 3100, seeking payment in the amount of $210,000.00. Id. ¶ 6. DI Global allegedly accepted the invoice but did not pay it in full. Id. ¶¶ 7-8. Hongyuan states that it has repeatedly demanded payment from DI Global, but that DI Global has refused to pay the amount due and has “defaulted] under the terms of the sales purchase agreement.” Id. ¶ 14.

On June 26, 2015, former Plaintiff Jiang-su Hongyuan Pharmaceutical Corp. filed a three-count complaint against DI Global, alleging claims for breach of contract, account stated, and unjust enrichment. Because the former Plaintiff was incorporated in Florida, DI Global filed a motion to dismiss alleging, inter alia, that this Court lacked subject matter jurisdiction over this case because the parties were not diverse. An Amended Complaint was filed on August 5, 2015, replacing Jiangsu Hongyuan Pharmaceutical Corp. with the current Plaintiff, Hongyuan.

DI Global filed a renewed motion to dismiss on August 17, 2015, pursuant to Federal Rules of Civil Procedure 12(b)(3), alleging improper venue, and 12(b)(6), alleging that the Amended Complaint fails to state a claim for which relief can be granted. In its reply, DI Global acknowledged that a Rule 12(b)(3) motion for improper venue was not the appropriate vehicle through which to move for dismissal and requested that the Court view its motion as a motion to dismiss under the doctrine of forum non conveniens: In support of the forum non conveniens argument, DI Global pointed to the text of Article 6 of the Agreement, titled “Governing Law,” which provides:

This agreement shall only be governed by Chinese law. In the event of any disputes between the parties the People’s Court of Jiangsu (China) shall be empowered to take cognizance of it, unless coercive law prescribes another court.

[1322]*1322Def.’s Mot. Ex. B ¶ 12. DI Global contends that this language constitutes a forum selection clause that mandates that this action be heard in China. Hongyuan made no argument in its opposition against DI Global’s forum non conveniens allegation, other than that “there is no legal or contractual obligation forcing Plaintiff to sue in China.” Pl.’s Opp’n at 6. After reviewing the pleadings, and following a telephonic hearing held on December 30, 2015, the Court ordered the parties to provide additional briefing on the forum non conve-niens issue. See ECF No. 22. The Plaintiff filed its brief on January 12, 2016, and the Defendant filed its brief the next day. The Court held a second hearing on the motion on January 25, 2016.

II. LEGAL STANDARD

“Under the doctrine of forum non conveniens, a district court has the inherent power to decline to exercise jurisdiction even when venue is proper.” Vanderham v. Brookfield Asset Mgmt., Inc., 102 F.Supp.3d 1315, 1318 (S.D.Fla.2015) (citing Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 506-07, 67 S.Ct. 839, 91 L.Ed. 1055 (1947), superseded by statute on other grounds as recognized in Am. Dredging Co. v. Miller, 510 U.S. 443, 114 S.Ct. 981, 127 L.Ed.2d 285 (1994)). Although a court may consider matters outside the pleadings in ruling on a motion to dismiss based on forum non conveniens, it “must draw all reasonable inferences and resolve all factual conflicts in favor of the plaintiff.” Id. (quoting Wai v. Rainbow Holdings, 315 F.Supp.2d 1261, 1268 (S.D.Fla.2004)) (internal quotation marks omitted). To obtain dismissal for forum non conveniens, the moving party must demonstrate that (1) the public and private factors weigh in favor of dismissal, (2) an adequate alternative forum is available, and (3) the plaintiff can reinstate his suit in the alternative forum without undue inconvenience or prejudice. GDG Acquisitions, LLC v. Government of Belize, 749 F.3d 1024, 1028 (11th Cir.2014).

III. DISCUSSION

A. Viability of the Forum Selection Clause

DI Global, relying on the premise that the language in Article 6 of the Agreement constitutes a valid forum selection clause, argues that this case should be dismissed on forum non conveniens grounds. Before the Court can proceed to the forum non conveniens analysis, however, it must determine whether Article 6 contains a valid, enforceable, and mandatory forum selection clause, as well as whether that clause applies to the dispute in this case.

1. Validity and Enforceability

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159 F. Supp. 3d 1316, 2016 U.S. Dist. LEXIS 14302, 2016 WL 455347, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jiangsu-hongyuan-pharmaceutical-co-v-di-global-logistics-inc-flsd-2016.