## Facts

- Borden, a U.S. corporation, and Meiji, a Japanese corporation, entered a seven-year trademark license and technical assistance agreement allowing Meiji to use Borden’s name and logo on margarine products sold in Japan.
- The agreement was performed entirely in Japan and included an arbitration clause requiring disputes to be arbitrated under a Japanese–American trade arbitration arrangement.
- During the license term, Meiji sold margarine bearing Borden’s trademark; Meiji owned the manufacturing formulas and techniques and obtained Japanese design patent protection for its packaging.
- After the agreement expired, Meiji ceased using Borden’s name and logo but continued selling margarine in Japan using the same packaging, without Borden branding.
- Borden demanded arbitration and then filed an action in the Southern District of New York to compel arbitration and to obtain a preliminary injunction in aid of arbitration to stop Meiji’s continued use of the packaging.
- Meiji moved to dismiss on forum non conveniens grounds, asserting Japan was the appropriate forum for any interim or final relief.

## Issues

1. Whether the district court abused its discretion by dismissing the action on forum non conveniens grounds, including whether Japan provided an adequate alternative forum for the requested interim relief.
2. Whether alleged procedural irregularities, erroneous factual assumptions, or asserted New York procedural limits required reversal of the dismissal.

## Decision

- The Second Circuit affirmed dismissal on forum non conveniens grounds.
- The court held Japan was an adequate alternative forum even if it did not provide identical interim remedies.
- Applying the Gulf Oil private- and public-interest factors, the court concluded the dispute was centered in Japan (performance, evidence, witnesses, products, packaging, and implicated Japanese intellectual property and unfair-competition law).
- The court found no reversible error from the district court’s irregular procedure because the parties had opportunities to submit papers and the analysis addressed the relevant factors.
- The court modified the conditional dismissal to permit Borden to reapply for relief if a Japanese court did not act within 60 days.

## Legal Principles

- Forum non conveniens dismissal is reviewed for abuse of discretion; reversal requires a clear showing that discretion was misused.
- An “adequate alternative forum” need not provide identical procedures or the same form of relief; it suffices that the forum offers a satisfactory remedy through a competent judicial system.
- Gulf Oil Corp. v. Gilbert balancing governs forum non conveniens: private-interest factors (access to proof, witness availability, practical burdens) and public-interest factors (local interest, court burdens, and foreign-law issues).
- A U.S. court may decline to hear an action seeking interim relief connected to arbitration when the controversy is predominantly foreign and the foreign forum is adequate and more closely connected.

## Conclusion

The Second Circuit upheld dismissal of Borden’s request for injunction-related relief in aid of arbitration because Japan provided an adequate forum and the private and public interest factors strongly favored resolution in Japan, subject to a time-limited safeguard allowing reapplication if Japanese courts did not act promptly.


Borden, Inc. v. Meiji Milk Prods. Co., 919 F.2d 822 (2d Cir. 1990)