## Facts

- Dome Petroleum Limited was a Canadian oil and gas company whose officers/directors included John M. Beddome and James Howard MacDonald.
- Amoco Canada Petroleum Company, a Canadian subsidiary of Amoco Corporation, proposed acquiring Dome.
- Dome shareholders Allan B. DeYoung and Moise Katz sued in federal court challenging the transaction’s fairness and alleging director conflicts and misconduct.
- Plaintiffs asserted common-law style claims against Dome’s officers/directors (including breach of fiduciary duty, waste, corporate opportunity, and mismanagement) and claims against Amoco/Amoco Canada (including tortious interference and aiding and abetting).
- DeYoung also asserted a federal proxy-disclosure claim under Exchange Act § 14(a) and SEC Rule 14a-9, alleging a Dome proxy statement omitted material information about shortcomings in the transaction; Katz amended to parallel these allegations.
- Related shareholder proceedings in Canada under Canadian corporate and securities law were litigated while the U.S. actions were pending.
- The Canadian court conducted extensive review of the transaction and shareholder disclosures, then approved the transaction and rejected objections.
- Defendants moved to dismiss in the U.S. case based on, among other grounds, international comity and forum non conveniens; plaintiffs argued Canadian law and procedures were inadequate and did not sufficiently protect U.S. federal securities rights.

## Issues

1. Whether the court should dismiss the U.S. actions under international comity in light of prior Canadian proceedings and a Canadian judgment approving the transaction.
2. Whether Canadian law and procedure provided sufficiently comparable shareholder protections and remedies, including for alleged disclosure deficiencies.
3. Whether public-interest considerations and the predominantly Canadian locus of the dispute favored deference to Canadian adjudication.

## Decision

- The court dismissed the actions primarily on international comity grounds.
- The court treated the Canadian proceedings as competent, thorough, and directed to the same core subjects: transaction fairness and adequacy of shareholder disclosure.
- The court rejected the argument that differences from U.S. practice (including fee arrangements) rendered Canada an inadequate forum.
- The court concluded that allowing U.S. litigation to proceed risked inconsistent outcomes and improper interference with Canada’s regulatory and judicial supervision of the transaction.

## Legal Principles

- A federal court may decline to proceed under international comity when a foreign court of competent jurisdiction has already adjudicated the dispute and issued a judgment after fair procedures.
- Comity is favored where the dispute is closely connected to the foreign sovereign’s corporate and capital-market regulation and the foreign court has already supervised and approved the challenged transaction.
- A foreign forum is not inadequate merely because it does not mirror U.S. federal statutory causes of action or procedural devices; adequacy turns on whether it offers meaningful, non-repugnant remedies for the complained-of conduct.
- When parallel U.S. litigation would effectively re-litigate matters resolved abroad and create a substantial risk of inconsistent judgments, dismissal on comity grounds is appropriate.

## Conclusion

The court dismissed Dome shareholders’ U.S. fiduciary-duty and proxy-disclosure claims because Canadian courts had already evaluated and approved the acquisition after extensive proceedings, and comity required deference to that adjudication given Canada’s strong regulatory interest and the availability of comparable shareholder remedies.


DeYoung v. Beddome, 707 F. Supp. 132 (S.D.N.Y. 1989)