## Facts

- Jiangsu Hongyuan Pharmaceutical Co., Ltd. (Hongyuan), a Chinese company, entered an Agency Agreement with DI Global Logistics Inc. (DI Global), a Florida corporation, involving the sale of Hongyuan’s chemical products.
- The agreement included a choice-of-law clause selecting Chinese law.
- The agreement also included a forum-selection clause stating that, if a dispute arose, the People’s Court of Jiangsu (China) would have authority to hear it, unless mandatory law required a different court.
- DI Global allegedly failed to pay an invoice for chemicals shipped under the parties’ arrangement.
- Hongyuan sued DI Global in the U.S. District Court for the Southern District of Florida, asserting breach of contract, account stated, and unjust enrichment.
- DI Global moved to dismiss on forum non conveniens, relying on the forum-selection clause and agreeing to submit to jurisdiction in China.
- In opposing dismissal, Hongyuan submitted academic and other materials describing problems attributed to Chinese courts (including delay, corruption, limited procedural safeguards, and political influence) and argued those conditions made China an inadequate forum for this dispute.
- Hongyuan also argued that, because DI Global lacked assets or a business presence in China, collecting on any Chinese judgment could be difficult.
- Hongyuan conceded that the cost of refiling the case in China would be low.

## Issues

1. Whether the contract’s forum-selection clause designating the People’s Court of Jiangsu (China) is valid, enforceable, and mandatory for this dispute.
2. Whether, given a valid forum-selection clause and DI Global’s agreement to submit to suit in China, the action should be dismissed under forum non conveniens, including whether China is an adequate alternative forum despite Hongyuan’s objections and collection concerns.

## Decision

- The court granted DI Global’s motion to dismiss for forum non conveniens.
- The court held the forum-selection clause was valid, enforceable, and mandatory, and it covered Hongyuan’s claims.
- The court found China was an adequate alternative forum because DI Global agreed to submit to jurisdiction there and Chinese courts provide a remedy for commercial disputes.
- The court rejected Hongyuan’s attempt to avoid the clause based on general materials attacking the Chinese judiciary and on concerns about enforcing a Chinese judgment against assets located outside China.
- The case was dismissed without prejudice to refiling in the contractually selected Chinese court.

## Legal Principles

- Forum-selection clauses in international commercial contracts are presumptively valid and enforceable; the resisting party must make a strong showing that enforcement would be unjust or unreasonable (for example, due to fraud or overreaching in forming the clause, or because the selected forum would effectively deprive the party of a remedy).
- A forum-selection clause using mandatory language (such as “shall”) and identifying a single forum for disputes is generally treated as exclusive rather than merely permissive.
- When a valid, mandatory forum-selection clause points to a foreign forum, dismissal under forum non conveniens is the ordinary mechanism; the plaintiff’s choice of a different forum receives no weight, and private-interest convenience factors are treated as favoring the contract forum.
- An alternative forum is adequate when the defendant is amenable to process there and the forum provides at least some remedy for the alleged wrong; the showing required to establish adequacy is not demanding.
- General allegations about corruption, delay, or political influence in a foreign judiciary—without case-specific proof that the plaintiff cannot obtain a fair hearing or any meaningful remedy—do not render the foreign forum inadequate.
- Difficulty collecting on a future foreign judgment (including the absence of the defendant’s assets in the foreign country) does not, by itself, defeat adequacy or justify ignoring an agreed forum-selection clause.
- Public-interest considerations, including the burden of applying foreign law in a U.S. court and the interest in honoring international contractual commitments, usually favor enforcing a valid foreign forum-selection clause.

## Conclusion

In *Jiangsu Hongyuan Pharm. Co., Ltd. v. DI Global Logistics Inc.*, the Southern District of Florida enforced a mandatory forum-selection clause requiring litigation in Jiangsu, China and dismissed the Florida action on forum non conveniens grounds, holding that DI Global’s consent to Chinese jurisdiction made China an adequate forum and that Hongyuan’s generalized objections to Chinese courts and concerns about collecting on a Chinese judgment did not justify keeping the case in Florida.


Jiangsu Hongyuan Pharm. Co., Ltd. v. DI Global Logistics Inc., 159 F. Supp. 3d 1316 (2016)