Farhad Azima v. Rak Investment Authority

United States Court of Appeals

FOR THE DISTRICT OF COLUMBIA CIRCUIT

Argued February 22, 2019 Decided June 18, 2019

No. 18-7055

FARHAD AZIMA,

APPELLEE

v.

RAK INVESTMENT AUTHORITY,

APPELLANT

Appeal from the United States District Court

for the District of Columbia

(No. 1:16-cv-01948)

Linda C. Goldstein argued the cause for appellant. With

her on the briefs were Michael H. McGinley and D. Brett

Kohlhofer.

Laura G. Ferguson argued the cause for appellee. With her

on the brief were Kirby D. Behre, Charles F.B. McAleer, Jr.,

and Ian A. Herbert.

Before: GRIFFITH and MILLETT, Circuit Judges, and

EDWARDS, Senior Circuit Judge.

Opinion for the Court filed by Circuit Judge GRIFFITH.

2

GRIFFITH, Circuit Judge: Farhad Azima and the Ras Al

Khaimah Investment Authority (RAKIA) were once business

partners. But disagreements arose. As part of a broad

settlement of their grievances with one another, they agreed to

litigate all future, related claims in England. RAKIA argues

that this litigation is covered by that agreement and should be

dismissed so that it can instead proceed in England. We agree

and reverse the district court’s decision to the contrary.

I

Farhad Azima is an international businessman who resides

in Missouri. 1 RAKIA is the investment and wealth fund of one

of the United Arab Emirates, Ras Al Khaimah (RAK). RAK

“is the sole owner of [RAKIA],” J.A. 528, and Sheikh Saud bin

Saqr al Qasimi is the current ruler of RAK. Over the years,

Azima and RAKIA have entered into various business deals,

three of which are relevant here. In 2007, RAKIA and

HeavyLift International Airlines, one of Azima’s companies,

created a joint venture to build and operate a flight training

academy. In 2011, RAKIA paid another of Azima’s companies

to identify a prospective buyer for a hotel that RAKIA owned.

And from mid-2015 to July 2016, Azima helped negotiate the

resolution of a dispute between RAKIA and its former Chief

Executive Officer, Khater Massaad.

With regard to the Massaad negotiation, by the fall of

2015, Azima had met several times with representatives of

RAKIA and RAK to discuss a settlement. Negotiations

appeared to be progressing, but on October 14, 2015, Sheikh

1

Because we resolve this case on forum non conveniens grounds

at the motion to dismiss stage, we accept as true the allegations in the

complaint and draw all reasonable inferences in Azima’s favor. See

Shi v. New Mighty U.S. Tr., 918 F.3d 944, 948 (D.C. Cir. 2019).

3

Saud emailed Massaad to express his “disappointment” over

information his law firm had uncovered about Massaad’s

actions. J.A. 419 ¶ 25. Despite this, the parties continued to

work towards a settlement for several more months.

The Massaad negotiation was still underway in March

2016 when RAKIA agreed to settle Azima’s claim that RAKIA

owed HeavyLift money for investments the company had made

pursuant to their joint venture (the “Settlement Agreement”).

The Agreement is brief. It lists the parties, provides that

RAKIA will pay HeavyLift to resolve all claims it or Azima

has against RAKIA or any other entity owned by RAK, states

that the parties agree to act in good faith towards one another,

and imposes conditions of confidentiality and non-

disparagement. Most important for present purposes are the six

“Whereas” (preamble) clauses, J.A. 603, and the final section,

titled “Governing law and jurisdiction,” J.A. 605. The whereas

clauses summarize the respective roles of RAKIA and

HeavyLift in the joint venture, the basis of HeavyLift’s claim

against RAKIA, and other relevant background considerations.

The section of the Agreement titled “Governing law and

jurisdiction” provides:

This Settlement Agreement and any dispute or claim

arising out of, or in connection with, it or its subject matter

or formation (including, without limitation, any

contractual or non-contractual disputes, claims or

obligations) is governed by and shall be construed in

accordance with English law and the Parties submit to the

exclusive jurisdiction of the courts of England and Wales.

J.A. 605-06. We refer to this provision as the “forum-selection

clause.”

4

Four months after executing the Settlement Agreement,

the parties reached a tentative resolution in the Massaad

negotiation. But when that deal later fell apart, RAKIA and its

attorneys blamed Azima and threatened that he would become

“‘collateral damage’ in the war RAKIA intended to wage

against” Massaad. J.A. 421-22 ¶ 35.

Shortly after RAKIA’s threat, files from Azima’s

computers began to appear online, including documents,

messages, contacts, and photos. Unbeknownst to Azima, on

October 14, 2015—the same day Sheikh Saud expressed

disappointment over Massaad’s actions—Azima’s U.S.-based

business and personal computers were hacked and infected

with software that monitored their use. When Azima realized

that his computers had been compromised, he changed his

passwords, increased his security protocols, and hired experts

to assess the damage. Eventually, he replaced the infected

computers.

The hack triggered two lawsuits. First, RAKIA sued

Azima in England, claiming that some of the documents made

public after the hack show that Azima committed fraud against

RAKIA during the hotel deal and breached the Settlement

Agreement’s warranty of good faith (the “English Action”).

That Action is still ongoing. As part of his defense, Azima has

argued that RAKIA should not be allowed to rely on stolen

documents to support its claims. Separately, Azima filed this

suit alleging that, by hacking his computers, RAKIA violated

the Computer Fraud and Abuse Act, 18 U.S.C. § 1030, and

committed the common-law torts of conversion and unfair

competition.

RAKIA moved to dismiss this suit on two grounds. First,

as an entity of a foreign government, it claimed immunity

under the Foreign Sovereign Immunities Act (FSIA), 28 U.S.C.

5

§§ 1602-11. Next, RAKIA asserted that because the forum-

selection clause in the Settlement Agreement requires Azima

to litigate his claims in England, the court must dismiss the case

for forum non conveniens, a common-law doctrine that requires

dismissal if the plaintiff files suit in “an unsuitable court.”

Forum non conveniens, BLACK’S LAW DICTIONARY (10th ed.

2014). The district court denied RAKIA’s motion on both

grounds, reasoning that the FSIA’s commercial activities

exception stripped RAKIA of its immunity, the forum-

selection clause did not apply, and dismissal for forum non

conveniens was not otherwise warranted. Azima v. RAK Inv.

Auth., 305 F. Supp. 3d 149, 161-76 (D.D.C. 2018). RAKIA

timely appealed.

II

Although our jurisdiction over “final decisions of the

district courts” typically does not include the denial of a motion

to dismiss, United States v. Rose, 28 F.3d 181, 185 (D.C. Cir.

1994) (quoting 28 U.S.C. § 1291), the collateral order doctrine

allows us to review “[t]he denial of a motion to dismiss on the

ground of sovereign immunity,” Kilburn v. Socialist People’s

Libyan Arab Jamahiriya, 376 F.3d 1123, 1126 (D.C. Cir.

2004). And because the denial of RAKIA’s forum non

conveniens motion is pendent to the FSIA claim, we have

jurisdiction to review that order as well. Although we exercise

pendent jurisdiction sparingly, and “only when substantial

considerations of fairness or efficiency demand it,” Gilda

Marx, Inc. v. Wildwood Exercise, Inc., 85 F.3d 675, 679 (D.C.

Cir. 1996) (per curiam), RAKIA’s forum non conveniens

argument satisfies these requirements. Exercising pendent

jurisdiction over a threshold issue in an FSIA case is

appropriate where “pendent review will likely terminate the

entire case, sparing both this court and the district court from

further proceedings and giving the parties a speedy resolution.”

6

Id.; see Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp.,

549 U.S. 422, 433 (2007) (explaining that forum non

conveniens is a “threshold, nonmerits issue”); see also

Jungquist v. Sheikh Sultan Bin Khalifa Al Nahyan, 115 F.3d

1020, 1026-27 (D.C. Cir. 1997) (exercising pendent

jurisdiction to consider a personal jurisdiction issue in an FSIA

case that could dispose of the case); Rendall-Speranza v.

Nassim, 107 F.3d 913, 917 (D.C. Cir. 1997) (same, for statute

of limitations).

III

A

Because “[t]here is a ‘substantial presumption’ in favor of

a plaintiff’s chosen forum,” lawsuits usually proceed where

they are filed. MBI Grp., Inc. v. Credit Foncier Du Cameroun,

616 F.3d 568, 571 (D.C. Cir. 2010) (quoting Agudas Chasidei

Chabad of U.S. v. Russian Fed’n, 528 F.3d 934, 950 (D.C. Cir.

2008)). But if the plaintiff has entered into a contract to litigate

his claims in a specific forum, the defendant may enforce that

agreement by moving to dismiss for forum non conveniens. As

long as the forum-selection clause is applicable, mandatory,

valid, and enforceable, the court must almost always grant the

motion to dismiss. See Atl. Marine Constr. Co. v. U.S. Dist.

Court for W.D. Tex., 571 U.S. 49, 62 n.5, 63-65 (2013). The

reason is simple: when a plaintiff has agreed in advance to

litigate future claims in a specific venue, we will enforce—and

give deference to—that contractual choice.

A clause is applicable if its scope encompasses the dispute,

which we assess using normal principles of contract

interpretation. It is mandatory if it requires that litigation

proceed in a specific forum. By contrast, “a permissive clause

permits litigation to occur in a specified forum but does not bar

7

litigation elsewhere.” BAE Sys. Tech. Sol. & Servs., Inc. v.

Republic of Korea’s Def. Acquisition Program Admin., 884

F.3d 463, 470 (4th Cir. 2018). We presume that a mandatory

forum-selection clause is legally valid and enforceable absent

a “strong showing” that (1) “the clause was invalid for such

reasons as fraud or overreaching”; (2) “enforcement would be

unreasonable and unjust”; (3) “enforcement would contravene

a strong public policy of the forum in which [the plaintiff filed

suit], whether declared by statute or judicial decision”; or (4)

“trial in the contractual forum would be so gravely difficult and

inconvenient that [the plaintiff] will for all practical purposes

be deprived of his day in court.” M/S Bremen v. Zapata Off–

Shore Co., 407 U.S. 1, 15, 18 (1972).

If the forum-selection clause does not meet these criteria,

we use the typical forum non conveniens analysis, and the

defendant must show that the case can and should proceed

elsewhere, meaning another forum is (1) “available and

adequate” to litigate the plaintiff’s claims and, (2) “upon a

weighing of public and private interests, the strongly preferred

location for the litigation.” MBI Grp., 616 F.3d at 571. But if

we are dealing with an applicable, mandatory, valid, and

enforceable forum-selection clause, we need not ask whether

the location it identifies is available, adequate, or best for the

parties’ private interests. They have already told us that it meets

these criteria: By agreeing to litigate there, the parties

consented to be subject to service of process in that forum,

meaning it is available. Wong v. PartyGaming Ltd., 589 F.3d

821, 831 (6th Cir. 2009); see Gulf Oil Corp. v. Gilbert, 330

U.S. 501, 506-07 (1947). And because the clause “represents

the parties’ agreement as to the most proper forum,” we can

assume that they selected one adequate to litigate their claims

and to protect their private interests. See Atl. Marine, 571 U.S.

at 63-64 (quoting Stewart Org., Inc. v. Ricoh Corp., 487 U.S.

8

22, 31 (1988)). 2 If the preselected forum is substantially

deficient—for instance, because it is effectively inaccessible or

unable to afford the plaintiff any relief—then the clause is not

enforceable. See, e.g., Piper Aircraft Co. v. Reyno, 454 U.S.

235, 254 & n.22 (1981) (a forum is inadequate if the remedy

offered is “clearly unsatisfactory”); Weber v. PACT XPP

Techs., AG, 811 F.3d 758, 774 (5th Cir. 2016) (a forum-

selection clause is unenforceable if there is no available cause

of action in the preselected forum that can afford the plaintiff

any relief).

That leaves only one question: can the plaintiff show that

the public interest associated with litigating elsewhere

outweighs all of the private interests that their agreement

presumably took into account? See Atl. Marine, 571 U.S. at 67

(“As the party acting in violation of the forum-selection clause,

[the plaintiff] must bear the burden of showing that public-

interest factors overwhelmingly disfavor a transfer.”). The

public-interest factors include administrative convenience, the

interest in deciding local controversies at home, judicial

economy, familiarity with applicable law, and the desire to

2

Most courts do not discuss whether the location identified in

an applicable, mandatory, valid, and enforceable forum-selection

clause is available or adequate. See, e.g., Kelvion, Inc. v. PetroChina

Canada Ltd., 918 F.3d 1088, 1092-94 (10th Cir. 2019). And although

some courts have left open the possibility that they will consider

whether the preselected forum meets these criteria, none have

explained why that inquiry would be necessary. See Aviation One of

Fla., Inc. v. Airborne Ins. Consultants (PTY), Ltd., 722 F. App’x 870,

885 (11th Cir. 2018) (per curiam); Collins v. Mary Kay, Inc., 874

F.3d 176, 186 (3d Cir. 2017); Stiles v. Bankers Healthcare Grp., Inc.,

637 F. App’x 556, 559 (11th Cir. 2016) (per curiam); Pappas v.

Kerzner Int’l Bahamas Ltd., 585 F. App’x 962, 967 (11th Cir. 2014)

(per curiam); Dahman v. Embassy of Qatar, 364 F. Supp. 3d 1, 8

(D.D.C. 2019).

9

avoid imposing jury duty on a community unconnected to the

litigation. See Sinochem, 549 U.S. at 435-36; Piper Aircraft

Co., 454 U.S. at 241 n.6. Only in the most “unusual” or “rare[]”

case will the strength of these factors warrant “disrupt[ing] the

parties’ settled expectations” as reflected in the forum-

selection clause. Atl. Marine, 571 U.S. at 64, 66.

We review de novo whether the forum-selection clause is

applicable, mandatory, valid, and enforceable, then review for

abuse of discretion the weighing of the public- and private-

interest factors. Kelvion, Inc. v. PetroChina Canada Ltd., 918

F.3d 1088, 1092 (10th Cir. 2019); Weber, 811 F.3d at 768; see

also Bode & Grenier, LLP v. Knight, 808 F.3d 852, 862 (D.C.

Cir. 2015) (contract interpretation); Piper Aircraft Co., 454

U.S. at 257 (forum non conveniens).

B

Azima filed suit in the United States, but RAKIA moved

to dismiss for forum non conveniens because the parties had

executed a forum-selection clause that states, in relevant part,

“This Settlement Agreement and any dispute or claim arising

out of, or in connection with, it or its subject matter or

formation . . . is governed by and shall be construed in

accordance with English law and the Parties submit to the

exclusive jurisdiction of the courts of England and Wales.” J.A.

605-06. The clause is mandatory because it provides for

“exclusive jurisdiction” in England and Wales. See, e.g.,

Phillips v. Audio Active Ltd., 494 F.3d 378, 386 (2d Cir. 2007).

The parties do not dispute the clause’s validity or

enforceability. Compare RAKIA Br. 30 (“The parties have

entered into a mandatory, enforceable forum selection

agreement . . . .”), with Azima Br. 42-48 (arguing the clause is

not “controlling,” but not that it is unenforceable or invalid).

We note, however, that it appears RAKIA might be entitled to

10

sovereign immunity in England, the preselected forum. See

Azima, 305 F. Supp. 3d at 173-74 (explaining that if RAKIA

did not consent to waive immunity in England with respect to

Azima’s claims in this lawsuit, that might leave Azima without

a forum to litigate this dispute). Even if some courts might be

hesitant to enforce a forum-selection clause in that

circumstance, the issue does not pose a problem here. At oral

argument, RAKIA agreed to waive its sovereign immunity if

Azima brings a counterclaim for damages in the English

Action. Tr. of Oral Arg. at 3:23-5:12.

That brings us to whether the clause applies to this dispute,

an issue we resolve using general principles of contract law.

Although the Settlement Agreement is governed by English

law, the parties’ briefs “make little reference to English

contract law.” John Wyeth & Bro. Ltd. v. CIGNA Int’l Corp.,

119 F.3d 1070, 1074 (3d Cir. 1997) (Alito, J.); see RAKIA Br.

56-59 (citing only the record in support of this analysis); Azima

Br. 42-48 (citing the record and opinions from other circuits

applying general contract law); RAKIA Reply Br. 5 (citing one

English contract case for the proposition that we should

construe the forum-selection clause broadly). We therefore

“assume that they do not rely on any distinctive features of

English law,” and will “base our decision on general contract

law principles.” John Wyeth, 119 F.3d at 1074.

The Agreement’s forum-selection clause applies to “any

dispute or claim arising out of, or in connection with, [the

Agreement] or its subject matter or formation.” J.A. 605. Like

the district court, we have little trouble concluding that the

“subject matter” of the Agreement includes only the joint

venture. See Azima, 305 F. Supp. 3d at 175. The “subject

matter” of a contract is “[t]he issue presented for

consideration” or “the thing in dispute.” Subject Matter,

BLACK’S LAW DICTIONARY. The Agreement resolves a dispute

11

between RAKIA and HeavyLift over outstanding payments

related to their joint venture. It provides that RAKIA will pay

HeavyLift in exchange for the release of any unresolved claims

Azima or HeavyLift has against RAKIA or its affiliates, and

five of the six whereas clauses mention HeavyLift or the joint

venture. It is clear to us that the dispute related to the joint

venture formed the crux of this Agreement.

RAKIA argues that the subject matter of the Agreement is

broader. In its view, “At the very least, the ‘subject matter’ of

the Settlement Agreement must include those topics expressly

mentioned in the document,” and because the fifth whereas

clause mentions the Massaad negotiation, that too is part of the

Agreement’s subject matter. RAKIA Reply Br. 5; see J.A. 603

(stating in fifth whereas clause that “Mr. Azima has recently

provided negotiation assistance to RAKIA on an informal basis

which RAKIA recognises and appreciates”). We cannot agree.

The mere mention of an event does not make it the “thing in

dispute.”

But that does not end our inquiry, for the forum-selection

clause also applies to claims arising from the Agreement’s

“formation.” J.A. 605. Although the district court and parties

did not address the scope of this word, where possible, we must

give meaning to every contract term. See RESTATEMENT

(SECOND) OF CONTRACTS §§ 202, 203 (AM. LAW INST. 1981).

“Formation” here refers to the process during which something

develops or is created, i.e., the background considerations

against which the parties entered into this Agreement. See

Formation, WEBSTER’S THIRD NEW INTERNATIONAL

DICTIONARY 893 (2002) (“the manner in which a thing is

formed”); Formation, 6 OXFORD ENGLISH DICTIONARY 85 (2d

ed. 1989) (“The action or process of forming; a putting or

coming into form; creation, production.”).

12

Read in context, the fifth whereas clause provides one such

background consideration. See 17A AM. JUR. 2D CONTRACTS

§ 373 (2019) (whereas clauses indicate the parties’ purposes

and motives, and help determine intent). Clause four states that

“RAKIA does not agree that there is any legal basis for

[HeavyLift’s] claim.” J.A. 603. Clause five explains that

“Azima has recently provided . . . assistance to RAKIA on an

informal basis” in the Massaad negotiation, “which RAKIA

recognises and appreciates.” Id. Clause six says that the parties

now “wish[] to resolve all outstanding issues” related to the

joint venture. Id. According to this series of clauses, RAKIA

did not think HeavyLift had a claim and so did not want to

settle, but was willing to do so in recognition of Azima’s help

with the Massaad negotiation.

By its plain terms, the Settlement Agreement therefore

requires Azima to litigate in England any “dispute or claim

arising out of, or in connection with,” the Agreement itself, the

outstanding claims from the joint venture, or the Massaad

negotiation’s role in the Agreement’s formation. J.A. 605. As

we explain, this case qualifies as such a dispute.

We begin by defining “in connection with.” This phrase is

equivalent to “in relation to,” which is quite broad. Coregis Ins.

Co. v. Am. Health Found., Inc., 241 F.3d 123, 128-29 (2d Cir.

2001) (Sotomayor, J.). As then-Judge Alito explained, “a

dispute ‘arise[s] . . . in relation to’” an agreement if “the origin

of the dispute is related to that agreement,” meaning it “has

some ‘logical or causal connection’” to the agreement. John

Wyeth, 119 F.3d at 1074 (alterations in original) (quoting

WEBSTER’S THIRD NEW INTERNATIONAL DICTIONARY 1916

(1971)); accord Yei A. Sun v. Advanced China Healthcare, Inc.,

901 F.3d 1081, 1086 (9th Cir. 2018); Huffington v. T.C. Grp.,

LLC, 637 F.3d 18, 22 (1st Cir. 2011); Chelsea Family

13

Pharmacy, PLLC v. Medco Health Sols., Inc., 567 F.3d 1191,

1199 (10th Cir. 2009).

Azima recognizes that “in connection with” is often

defined broadly, but he asserts that “a claim ‘relates to’ or is ‘in

connection with’ a contract only when ‘the dispute occurs as a

fairly direct result of the performance of contractual duties.’”

Azima Br. 43 (emphasis added) (quoting Bailey v. ERG

Enters., LP, 705 F.3d 1311, 1317 (11th Cir. 2013)); see Azima

Br. 44 (citing Necchi S.p.A. v. Necchi Sewing Mach. Sales

Corp., 348 F.2d 693, 696-97 (2d Cir. 1965), which held that a

clause that applied to disputes “arising out of or in connection

with [the agreement]” covered disputes that were “directly

relate[d] to certain provisions in the agreement” (footnote

omitted)). Absent this, he argues, “relate to” would have no

limits. Azima Br. 43-44.

That proposed definition is too narrow. The forum-

selection clause applies to claims arising from the Agreement

and from its subject-matter or formation, not just claims

connected to the “contract.” More fundamentally, although we

agree that “in connection with” is quite broad, we fail to see

why that requires us to limit its scope. If the parties had wished

to mark a narrower boundary for this forum-selection clause,

they could have easily done so. They might have restricted the

clause to disputes “arising out of, or in connection with,” the

Settlement Agreement itself, as Azima suggests. They could

have omitted “in connection with,” which sweeps more broadly

than “arising out of.” Coregis Ins. Co., 241 F.3d at 128-29

(collecting cases). Or the parties could have limited the clause

to future “claims,” a term narrower than “disputes.” In re

McGraw-Hill Glob. Educ. Holdings LLC, 909 F.3d 48, 67 (3d

Cir. 2018); see Abbott Labs. v. Takeda Pharm. Co., 476 F.3d

421, 424 (7th Cir. 2007). In the most restrictive tack, they

might have combined all three and stipulated that only claims

14

arising out of the Settlement Agreement itself are subject to the

forum-selection clause. They did not, and we must do our best

to give meaning to every word and phrase they did use.

RESTATEMENT (SECOND) OF CONTRACTS §§ 202, 203.

Azima’s claims “connect[] with” the “formation” of the

Agreement through the Massaad negotiation. Indeed, Azima

conceded as much in his brief, stating “the hacking of Azima’s

computers, the theft of his data, . . . and the extortion of Azima

were done in connection with the regular course of commercial

activity between Azima and RAKIA generally, and the

mediation services Azima was providing for RAKIA’s

mediation with its former CEO specifically.” Azima Br. 44-45

(emphases added) (citing J.A. 429 ¶ 64). Those services are one

reason the parties entered into the Settlement Agreement. The

allegations in his complaint back up this assertion. It states that

Azima’s computers were hacked the “same day” that Sheikh

Saud expressed disappointment over Massaad’s actions, J.A.

419 ¶ 25, and suggests that RAKIA hacked his computers

because it “blamed [him] for the lack of a settlement between

RAKIA and” Massaad and wanted to make Azima “‘collateral

damage’ in the war RAKIA intended to wage against”

Massaad, J.A. 421-22 ¶¶ 34-35. If Azima had not been involved

in the Massaad negotiation, the parties may not have executed

the Settlement Agreement, RAKIA could not have “blamed

[him] for the lack of a settlement” with Massaad, and RAKIA

would not have needed to make Azima “collateral damage.”

These allegations adequately link the negotiation (and thus the

Agreement) to Azima’s hacking, conversion, and unfair

competition claims: the Massaad negotiation prompted the

hack, which violated Azima’s privacy, deleted his data, forced

15

him to replace his computers, and interfered with his business

interests. 3

Azima resists this conclusion, see Azima Br. 43-47, but the

three cases he points to are easily distinguishable for “whether

or not a [forum-selection] clause applies depends on what

the specific clause at issue says. Drawing analogy to other

cases is useful only to the extent those other cases address

contract language that is the same or substantially similar to

that at issue.” John Wyeth, 119 F.3d at 1075. The clause at issue

in the first case, Necchi, required the parties to arbitrate “[a]ll

matters, disputes or disagreements arising out of or in

connection with” the agreement itself, but not its subject matter

or formation. 348 F.2d at 695. The other two—Doe v. Princess

Cruise Lines, Ltd., 657 F.3d 1204 (11th Cir. 2011), and Jones

v. Halliburton Co., 583 F.3d 228 (5th Cir. 2009)—held that

clauses requiring arbitration of all claims “related to” one’s

employment did not apply to claims stemming from alleged

rapes by company employees that occurred in employer-

provided housing (a non-work space) while the victim was off-

duty, following an after-hours social gathering. Both Doe and

Jones reasoned that “relate to” must have some limits, and

quoted the Supreme Court’s caution that “really, universally,

relations stop nowhere.” Doe, 657 F.3d at 1218-19 (quoting

N.Y. State Conf. of Blue Cross & Blue Shield Plans v. Travelers

Ins. Co., 514 U.S. 645, 655 (1995)); Jones, 583 F.3d at 238-39.

Of course “relate to” is not unlimited, but our conclusion here

is hardly akin to saying that a rape-related claim is within the

scope of one’s employment simply because the rape occurred

on employer-owned property. It is not a stretch to conclude that

3

Because Azima’s claims “connect with” the Massaad

negotiation, we need not address whether his claims “connect with”

the joint venture or any other aspect of the Settlement Agreement,

including whether the gravamen of Azima’s unfair competition claim

is a violation of the Agreement’s non-disparagement clause.

16

“any dispute arising in connection with the agreement’s

formation” includes claims that the plaintiff himself admitted

were connected to an event explicitly mentioned as leading to

the agreement’s formation.

In sum, the forum-selection clause is mandatory and

applies to Azima’s claims, and the parties do not dispute that

the clause is valid and enforceable. This case must therefore

proceed in England, unless Azima has carried the heavy burden

required to show that, based on the public-interest factors

alone, this case should instead proceed here. Atl. Marine, 571

U.S. at 64.

The district court’s approach was flawed in several

respects. Most fundamentally, the court erroneously placed the

burden on RAKIA to show that dismissal was warranted.

Azima, 305 F. Supp. 3d at 175-76; see Atl. Marine, 571 U.S. at

63 (“[A]s the party defying the forum-selection clause, the

plaintiff bears the burden of establishing that transfer to the

forum for which the parties bargained is unwarranted.”). The

district court also concluded that, “to the extent that RAKIA

has failed to establish that” England is an adequate, available

forum, the forum-selection clause is “irrelevant.” Azima, 305

F. Supp. 3d at 175. But the presence of a qualifying forum-

selection clause means that we need not determine whether

England meets these criteria. See supra III.A. Furthermore, the

court found that, “even if [it] was to proceed to” consider the

public and private interests, “RAKIA has not demonstrated that

the balance of [these] factors has ‘a strong tilt towards a

particular forum.’” Azima, 305 F. Supp. 3d at 175-76 (quoting

EIG Energy Fund XIV, L.P. v. Petróleo Brasileiro S.A., 246 F.

Supp. 3d 52, 74 (D.D.C. 2017)). Again, Azima bore that

burden, and the district court was required to “deem the

private-interest factors to weigh entirely in favor of the

preselected forum.” Atl. Marine, 571 U.S. at 64.

17

Despite these errors, we see no need to remand for the

district court to redo its analysis. As we have explained, it is

clear that Azima bore the burden to show that, based on the

public-interest factors, transfer to England was unwarranted.

Id. at 63-64. But the few public-interest factors that he raised

before the district court cannot defeat the forum-selection

clause. Azima argued that because he is a U.S. citizen bringing

a claim about activities that occurred here in violation of a U.S.

statute, his case belongs in a U.S. court. The public does have

an interest in keeping U.S.-based disputes that turn on U.S. law

in our courts. See Piper Aircraft Co., 454 U.S. at 241 n.6. But

familiarity with the applicable law is also part of the public

interest inquiry, see id., and the Settlement Agreement provides

that English Law will govern all disputes subject to the forum-

selection clause. Moreover, judicial economy and

administrative convenience point towards resolving the

parties’ U.S. and U.K. claims in the same forum. See id.; see

also Sinochem, 549 U.S. at 435-36.

Simply put, this is not the “rare[],” “unusual,” or

“[un]common” case in which the public-interest factors defeat

a forum-selection clause. Atl. Marine, 571 U.S. at 64. Few are,

and they are factually distinct and do not bind our court. 4

4

See, e.g., Anthony Allega Cement Contractor, Inc. v. Johnson

Controls Fed. Sys./Versar, LLC, No. 18-cv-875, 2019 WL 1792201,

at *11 (D. Del. Apr. 24, 2019) (denying a motion to transfer to the

forum designated in a valid forum-selection clause because the

clause bound only some parties, and transferring only some claims

would result in duplicative and inefficient litigation); Seaman v.

Private Placement Capital Notes II, LLC, No. 16-cv-00578, 2017

WL 1166336, at *6-7 (S.D. Cal. March 29, 2017) (same, because the

case stemmed from an SEC enforcement action initiated in

California, the largest number of defrauded investors were located in

California, and transferring the case would undermine the decisions

18

Where a case or legal issue is so clear that a contrary ruling

would constitute an abuse of discretion, there is no need to

remand to the district court. Summers v. Howard Univ., 374

F.3d 1188, 1194-95 (D.C. Cir. 2004); Al-Fayed v. CIA, 254

F.3d 300, 309 n.10 (D.C. Cir. 2001). Accordingly, we exercise

our pendent jurisdiction and reverse the denial of RAKIA’s

motion to dismiss on forum non conveniens grounds. See

Jungquist, 115 F.3d at 1032-33 (reversing denial of motion to

dismiss on pendent review because district court lacked

personal jurisdiction over the defendant); Rendall-Speranza,

107 F.3d at 920-21 (same, on statute of limitations grounds).

Because we reverse on forum non conveniens grounds, we do

not reach the question of whether dismissal was warranted

under the FSIA. See Sinochem, 549 U.S. at 425, 432.

IV

The decision of the district court denying RAKIA’s

motion to dismiss is reversed.

So ordered.

the court had made in the enforcement action); Cmty. Voice Line,

L.L.C. v. Great Lakes Commc’n Corp., No. 12-cv-4048, 2014 WL

3102124, at *4-5 (N.D. Iowa July 7, 2014) (same, for a motion to

dismiss because the controversy was local to Iowa, it would be unfair

to burden another jury with this case, and judicial economy favored

keeping all claims and counterclaims together in Iowa).