## Facts

- A Japanese importer bought 21,478 bags of raw sugar shipped from Santos, Brazil to Osaka, Japan on a vessel operated by a Dutch carrier with a branch office in Japan.
- The carrier issued a bill of lading containing an exclusive forum-selection clause requiring “all actions” under the contract of carriage to be brought in the court at Amsterdam.
- On arrival in Osaka, 814 bags were discovered sea-damaged.
- A Japanese marine insurer paid the importer ¥1,376,180 and, by subrogation, acquired the importer’s claim against the carrier up to that amount.
- The insurer sued the carrier in the Kobe District Court, relying in part on the carrier’s Japan branch and the dispute’s Japan connections.
- The carrier moved to dismiss, arguing the Amsterdam clause deprived Japanese courts of international jurisdiction.

## Issues

1. Whether an exclusive foreign forum-selection clause in a bill of lading requires Japanese courts to decline international jurisdiction over a cargo-damage claim.
2. Whether the procedural effect of such a clause on a Japanese court’s competence is governed by Japanese international civil procedure rather than the contract’s substantive governing law.
3. Whether Japanese courts may refuse to enforce the clause when enforcement would be unfair or inconsistent with proper and prompt adjudication.

## Decision

- The Kobe District Court dismissed for lack of jurisdiction based solely on the Amsterdam clause.
- The Osaka High Court affirmed, treating the clause as effective to exclude Japanese jurisdiction.
- The Supreme Court of Japan reversed, holding Japanese courts were not required to decline jurisdiction solely because of the clause.
- The Supreme Court allowed the action to proceed in Japan and remanded for further proceedings.

## Legal Principles

- Exclusive foreign forum-selection clauses in bills of lading are generally recognized but do not automatically divest Japanese courts of international jurisdiction.
- The question whether a Japanese court must decline jurisdiction due to a foreign forum clause is treated as a matter of Japanese international civil procedure (the forum’s law) concerning the exclusion of Japanese judicial power.
- A Japanese court may decline to enforce an exclusive foreign forum clause where, in the concrete circumstances, insisting on the clause would be unreasonable, including where it would impair fairness between the parties or conflict with the goal of proper and prompt adjudication.
- In assessing enforceability, courts may consider the dispute’s connections to Japan, the defendant’s business presence in Japan, practical burdens of foreign litigation, and the standard-form nature of the bill-of-lading clause.

## Conclusion

The Supreme Court of Japan held that an exclusive Amsterdam forum clause in a bill of lading did not, by itself, compel dismissal in Japan; applying Japanese international civil procedure standards, it permitted Japanese jurisdiction where enforcement would be unfair and would hinder an efficient resolution given the dispute’s strong ties to Japan.


Tokyo Marine & Fire Ins. Co. v. Royal Interocean Lines, 29 Minshū (No. 10) 1554 (Sup. Ct. Japan 1975)