## Facts

- Albemarle International Corp. supplied di-isopropyl-phenol (DIP) to AstraZeneca U.K. Ltd. under a 2005 supply agreement for use in manufacturing Diprivan at AstraZeneca’s England facility.
- The 2005 agreement required AstraZeneca to purchase at least 80% of its DIP requirements from Albemarle.
- The 2005 agreement provided a right of first refusal: if AstraZeneca stopped using DIP and switched to propofol, Albemarle would have the first opportunity to supply propofol.
- The 2005 agreement included (1) a choice-of-law clause selecting English law and (2) a clause stating the agreement was “subject to the jurisdiction of the English High Court of Justice.”
- In 2006, AstraZeneca shifted from using DIP to propofol; Albemarle claimed AstraZeneca breached the right-of-first-refusal provision.
- Albemarle sued in South Carolina state court; AstraZeneca removed to federal court and sought dismissal for improper venue based on the forum clause.
- A later 2008 agreement between the parties contained different jurisdictional terms; Albemarle argued it displaced the 2005 forum provision for this dispute.

## Issues

1. Whether the forum clause (“subject to the jurisdiction of the English High Court of Justice”) should be interpreted under English law selected in the contract, and, if so, whether it is mandatory and exclusive.
2. Whether the 2008 agreement superseded the 2005 forum-selection clause for claims based on alleged breaches of the 2005 agreement.
3. Whether enforcing the forum-selection clause was unreasonable or contrary to a strong public policy such that it should not be enforced in federal court.

## Decision

- The Fourth Circuit affirmed the dismissal for improper venue.
- The court held English law governed interpretation of the forum clause because the contract expressly selected English law.
- Under English law, the forum clause was exclusive, requiring litigation in the English High Court of Justice.
- The court held the 2008 agreement did not displace the 2005 agreement’s forum provision for claims arising from alleged past breaches of the 2005 agreement.
- Applying federal enforceability standards, the court held enforcement was not unreasonable and did not violate a strong South Carolina public policy.

## Legal Principles

- Contractually selected foreign law may govern interpretation of a forum-selection clause when the agreement includes a choice-of-law provision covering the contract.
- Federal law governs the enforceability of forum-selection clauses in federal court; such clauses are generally enforced unless the resisting party shows unreasonableness (e.g., fraud, extreme inconvenience, denial of a fair opportunity to litigate, or violation of a strong public policy).
- A later agreement between the same parties does not supersede an earlier agreement’s forum-selection clause for disputes arising under the earlier agreement absent clear contractual language to that effect.

## Conclusion

The court enforced the parties’ agreement to litigate in England by construing the forum clause under English law as exclusive and rejecting arguments that a later contract or South Carolina policy defeated enforcement, thereby affirming dismissal for improper venue.


Albemarle Corp. v. AstraZeneca U.K. Ltd., 628 F.3d 643 (4th Cir. 2010)