## Facts

- Meridian Yachts, Ltd. contracted with Dutch shipbuilder De Vries Scheepsbouw B.V. to build the yacht M/Y MEDUSE; De Vries engaged Dutch designer F. De Voogt, N.A.
- The shipbuilding agreement contained (1) a Dutch choice-of-law clause for disputes “arising out of or in connection with” the agreement and (2) a limitation-of-liability clause barring “consequential damages or other indirect damages.”
- In 1997, Captain Jameson Cooper was injured aboard the yacht when a foodlift malfunctioned.
- Cooper sued the shipowner interests (Meridian and affiliated entities), alleging maritime personal-injury claims tied to defects involving the foodlift.
- The shipowner interests settled Cooper’s claims, then filed third-party claims for indemnity, contribution, and equitable subrogation against De Vries, De Voogt, and Feadship America, Inc. (a U.S. affiliate).
- The district court granted summary judgment for the third-party defendants, applying Dutch law, concluding the claims were barred by a Dutch ten-year statute of repose and by the contract’s limitation-of-liability clause.
- The shipowner interests appealed.

## Issues

1. Whether the shipbuilding agreement’s Dutch choice-of-law clause governed the shipowner’s third-party claims against the Dutch builder and designer.
2. If Dutch law applied, whether the Dutch ten-year statute of repose and the contract’s limitation-of-liability clause barred the indemnity, contribution, and subrogation claims.
3. Whether claims against Feadship America (a non-signatory U.S. entity) were governed by Dutch law or federal maritime law, and whether any foreign repose period or contractual limitation barred those claims.

## Decision

- The Eleventh Circuit affirmed summary judgment for De Vries and De Voogt.
- The court held the choice-of-law clause was broad enough to cover Meridian’s claims against the builder and designer because they arose out of or were connected to the shipbuilding agreement.
- Applying Dutch law, the court concluded strict product-liability-type claims were barred by the Dutch ten-year statute of repose.
- Independently, the court enforced the contract’s limitation-of-liability clause, treating the shipowner’s reimbursement demands for settlement payments as consequential/indirect damages barred by contract, and applying the protection to both the builder and the designer.
- The Eleventh Circuit reversed summary judgment for Feadship America and remanded, holding federal maritime choice-of-law principles required application of federal maritime law to claims against the U.S. affiliate, and that neither the Dutch repose period nor the shipbuilding contract’s liability limitation barred those claims at summary judgment.

## Legal Principles

- A broadly worded contractual choice-of-law clause covering disputes “arising out of or in connection with” an agreement can reach related indemnity, contribution, and subrogation claims tied to alleged defects in performance under that agreement.
- Where a contracting party seeks reimbursement for settlement payments, those amounts may be characterized as consequential or indirect damages subject to an enforceable contractual limitation-of-liability clause.
- Under maritime choice-of-law analysis, non-signatory status and the defendant’s U.S. base of operations can support applying federal maritime law to claims against a domestic affiliate, even when related construction occurred abroad under a foreign-law contract.
- A foreign statute of repose applicable to product-liability claims may bar strict-liability-type theories when the repose period has run, depending on the governing law selected by contract or maritime choice-of-law factors.

## Conclusion

The Eleventh Circuit enforced Dutch law and contractual liability limits to bar the shipowner’s third-party recovery against the Dutch builder and designer, but applied federal maritime law to allow parallel third-party claims to proceed against a U.S. affiliate that was not protected by the shipbuilding agreement.


Cooper v. Meridian Yachts, Ltd., 575 F.3d 1151 (11th Cir. 2009)