GDG Acquisitions, LLC v. Government of Belize ( 2014 )


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  •                Case: 13-11616       Date Filed: 04/22/2014      Page: 1 of 22
    [PUBLISH]
    IN THE UNITED STATES COURT OF APPEALS
    FOR THE ELEVENTH CIRCUIT
    ________________________
    No. 13-11616
    ________________________
    D.C. Docket No. 1:12-cv-20558-WJZ
    GDG ACQUISITIONS, LLC,
    Plaintiff - Appellant,
    versus
    GOVERNMENT OF BELIZE,
    Defendant - Appellee.
    ________________________
    Appeal from the United States District Court
    for the Southern District of Florida
    ________________________
    (April 22, 2014)
    Before MARCUS, Circuit Judge, and COOGLER * and BOWEN, ** District Judges.
    MARCUS, Circuit Judge:
    *
    Honorable L. Scott Coogler, United States District Judge for the Northern District of Alabama,
    sitting by designation.
    **
    Honorable Dudley H. Bowen, Jr., United States District Judge for the Southern District of
    Georgia, sitting by designation.
    Case: 13-11616     Date Filed: 04/22/2014   Page: 2 of 22
    GDG Acquisitions, LLC (“GDG”) alleges that the Government of Belize
    (“Government”) breached a contract for the lease of office telecommunications
    equipment. Without reaching the merits of the dispute, the district court dismissed
    on two alternative grounds, pursuant to the doctrines of forum non conveniens and
    international comity. As we see it, the district court abused its considerable
    discretion in dismissing for forum non conveniens without first evaluating the
    significance of a forum-selection clause in the underlying contract. See Atl.
    Marine Constr. Co. v. U.S. Dist. Court for the W. Dist. of Tex., 
    134 S. Ct. 568
    (2013). Therefore, we vacate the forum non conveniens dismissal and remand to
    allow the district court to determine the enforceability and significance of the
    forum-selection clause.
    In addition, we vacate the district court’s dismissal on the alternative ground
    of international comity. “Retrospective” international comity does not apply
    without a judgment from a foreign tribunal or parallel foreign proceedings. See
    Ungaro-Benages v. Dresdner Bank AG, 
    379 F.3d 1227
    , 1238 (11th Cir. 2004).
    Nor does this commercial contract dispute fall within the markedly more limited
    reach of “prospective” international comity, a doctrine we have reserved for
    exceptional diplomatic circumstances. See 
    id. I. 2
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    A.
    The tale of this case begins with an effort by the Government of Belize (the
    “Government”) to reduce its expenditures on office telephone services. In 2002,
    Government Minister Ralph Fonseca entered into discussions with a Belizean
    company, International Telecommunications, Ltd. (“Intelco”), to lease hardware
    equipment including telephones, cables, routers, and servers. Fonseca negotiated
    in Florida and in Washington, D.C., with Glenn Godfrey, a former Attorney
    General of Belize who was the founder and a director of Intelco. Fonseca and
    Godfrey reached an agreement, though the parties in this litigation now dispute
    whether Fonseca had the authority to contract on behalf of the Government. On
    December 18, 2002, Fonseca and Godfrey met in Miami to close the deal with
    representatives of the International Bank of Miami, a United States bank that
    financed the deal.
    Fonseca, as the Government’s “Minister of Budget Management,” and
    Godfrey, as Intelco’s “Chairman,” signed a “Master Lease Agreement” obligating
    Intelco to lease the equipment to the Government in exchange for quarterly rent
    payments totaling $6,748,189.20 between 2003 and 2007. Intelco assigned these
    payments to the International Bank of Miami for a single upfront cash payment
    from the bank of $5 million. The Master Lease Agreement characterized itself as a
    “net lease” that required the Government to make payments unconditionally,
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    without any right to abatement or reduction for any reason. The lease terms
    provided that Intelco had no obligation to provide services once the Government
    took possession of the phone equipment in Florida.
    The Master Lease Agreement contained provisions stating that the
    Government waived its sovereign immunity and consented to suit in the United
    States:
    [R]ights and obligations under this Master Lease or any Lease
    Schedule shall be determined exclusively in accordance with the
    governing laws of the State of Florida, irrespective of conflict of law
    principles. Lessee irrevocably submits to the exclusive jurisdiction of
    any of the federal and state courts in the State of Florida in any action
    or proceeding arising out of or relating to the Master Lease or any
    Lease Schedule, and Lessee hereby irrevocably agrees that all claims
    in respect of such action or proceeding may be heard and determined
    in any court of competent jurisdiction in the State of Florida.
    The lease also contained a waiver of objections to venue or to claims of
    inconvenient forum:
    Lessee hereby irrevocably waives any objection which it may now or
    hereafter have to the laying of venue of any suit, action or proceeding
    arising out of or relating to the Master Lease or any Lease Schedule
    and hereby further irrevocably waives any claim that any such suit,
    action or proceeding brought in any such court has been brought in an
    inconvenient forum. Lessee specifically acknowledges that Miami-
    Dade County, Florida is a proper venue for the Lessor to bring suit
    against Lessee pursuant to the Master Lease or any Lease Schedule.
    The Master Lease Agreement obligated the Government to return the
    equipment to Intelco at the end of 2007 or to continue paying rent at the same rate,
    month-to-month, for up to a year. After one year, the Government had to return
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    the equipment or continue rent payments. Fonseca and Godfrey agreed to a second
    lease of additional equipment to run from 2003 to 2008, also for $6,748,189.20 in
    rent and also assigned to the International Bank of Miami, under the terms of the
    same Master Lease Agreement. The Government made the rental payments in full
    for the terms of the two leases, totaling $13.5 million. The complaint in this case
    alleges that the Government has not made any additional lease payments as
    required by the Master Lease since 2008, even though it continues to possess and
    use the equipment.
    B.
    Glenn D. Godfrey, formerly of Intelco, created GDG as a Florida limited
    liability company, with its principal office in Houston, Texas, on or about January
    26, 2012. Godfrey remains GDG’s sole member. On or about Feburary 1, Intelco
    assigned all of its assets to GDG, including its interest in the Belize agreements.
    On February 10, GDG sued the Government of Belize in the United States District
    Court for the Southern District of Florida. GDG alleged that the Government owes
    it approximately $14 million in unpaid rent, with the amount growing each month.
    The Government maintains that the equipment is defective and that the Master
    Lease Agreement is null and void because Fonseca lacked constitutional power,
    and thus actual authority, to sign telecommunications agreements for the
    Government of Belize.
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    The Government moved the district court to dismiss on three grounds: (1)
    foreign sovereign immunity pursuant to the Foreign Sovereign Immunities Act, 28
    U.S.C. §§ 1602 et seq.; (2) the doctrine of forum non conveniens; and (3) the
    doctrine of international comity. The district court found first that the case should
    be dismissed because of forum non conveniens. According to the court, a Belizean
    forum was available and adequate. In addition, balancing the private factors, the
    original contract had been made in Belize between Belizean entities, even though
    rights under the agreement had been assigned to GDG, an American entity, before
    the suit commenced. Witnesses and documents were more readily accessible in
    Belize and enforcing a judgment would be easier for a Belizean court. Similarly,
    the district court found that public interest factors favored dismissal.
    Administrative challenges and the difficulty of applying foreign law made trying
    the case in federal court more burdensome. Finally, GDG could reinstate its
    lawsuit in Belize, where the Government was subject to jurisdiction.
    The district court alternatively found dismissal appropriate pursuant to the
    doctrine of international comity, which “encompasses the principle of respect for
    the acts of sovereign nations.” Belize Telecom, Ltd. v. Gov’t of Belize, 
    528 F.3d 1298
    , 1305 (11th Cir. 2008). After weighing the strengths of the foreign and
    domestic interests in this case, the district court concluded that Belizean interests
    prevailed because of the need to interpret and apply Belize’s law and because the
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    case involved telecommunications services that could affect the citizens of Belize.
    The district court did not reach the question of whether foreign sovereign
    immunity precluded subject matter jurisdiction. See Sinochem Int’l Co. v.
    Malaysia Int’l Shipping Corp., 
    549 U.S. 422
    , 432 (2007) (“A district court . . . may
    dispose of an action by a forum non conveniens dismissal, bypassing questions of
    subject-matter and personal jurisdiction, when considerations of convenience,
    fairness, and judicial economy so warrant.”).
    GDG appealed the dismissal, arguing that the district court erred in its
    application of both forum non conveniens and international comity. GDG moved
    for supplemental briefing after the United States Supreme Court decided Atlantic
    Marine, which addressed the effect of a forum-selection clause on forum non
    conveniens 
    analysis. 134 S. Ct. at 581-82
    . We granted the motion and both parties
    filed supplemental briefs.
    The district court had jurisdiction over this action because the Government
    of Belize is a foreign state. See 28 U.S.C. § 1330. We have appellate jurisdiction
    because dismissal came in a final order. See 28 U.S.C. § 1291.
    II.
    We review the district court’s forum non conveniens dismissal for abuse of
    discretion. Aldana v. Del Monte Fresh Produce N.A., 
    578 F.3d 1283
    , 1288 (11th
    Cir. 2009). Therefore, we will “affirm unless we find that the district court has
    7
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    made a clear error of judgment, or has applied the wrong legal standard.” 
    Id. (quoting United
    States v. Frazier, 
    387 F.3d 1244
    , 1259 (11th Cir. 2004)). Based on
    controlling Supreme Court case law decided after the district court issued its
    dismissal order, we conclude that the district court erred because it conducted its
    forum non conveniens analysis without first considering the application of the
    forum-selection clause found in the Master Lease Agreement. See Atl. Marine,
    
    134 S. Ct. 568
    .
    To obtain dismissal for forum non conveniens, “[t]he moving party must
    demonstrate that (1) an adequate alternative forum is available, (2) the public and
    private factors weigh in favor of dismissal, and (3) the plaintiff can reinstate his
    suit in the alternative forum without undue inconvenience or prejudice.” Leon v.
    Millon Air, Inc., 
    251 F.3d 1305
    , 1310-11 (11th Cir. 2001). Just last year, the
    Supreme Court in Atlantic Marine explained that an enforceable forum-selection
    clause carries near-determinative weight in this analysis:
    When parties agree to a forum-selection clause, they waive the right to
    challenge the preselected forum as inconvenient or less convenient for
    themselves or their witnesses, or for their pursuit of the litigation. A
    court accordingly must deem the private-interest factors to weigh
    entirely in favor of the preselected forum. . . .
    As a consequence, a district court may consider arguments
    about public-interest factors only. Because those factors will rarely
    defeat a transfer motion, the practical result is that forum-selection
    clauses should control except in unusual cases.
    8
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    22 134 S. Ct. at 582
    (emphasis added). Thus, a district court now must consider an
    enforceable forum-selection clause in the forum non conveniens analysis. A
    binding forum-selection clause requires the court to find that the forum non
    conveniens private factors entirely favor the selected forum.
    This approach is consonant with the Supreme Court’s longstanding
    recognition “that privately bargained-for forum-selection clauses [are] a necessary
    component of the expanded international commercial relationships of our time.”
    Estate of Myhra v. Royal Caribbean Cruises, Ltd., 
    695 F.3d 1233
    , 1240 (11th Cir.
    2012); see Scherk v. Alberto-Culver Co., 
    417 U.S. 506
    , 516 (1974) (“A contractual
    provision specifying in advance the forum in which disputes shall be litigated and
    the law to be applied is, therefore, an almost indispensable precondition to
    achievement of the orderliness and predictability essential to any international
    business transaction.”); The Bremen v. Zapata Off-shore Co., 
    407 U.S. 1
    , 12-13
    (1972) (“There are compelling reasons why a freely negotiated private
    international agreement, unaffected by fraud, undue influence, or overweening
    bargaining power, such as that involved here, should be given full effect.” (footnote
    omitted)); see also Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 
    473 U.S. 614
    , 631 (1985) (“The Bremen and Scherk establish a strong presumption in
    favor of enforcement of freely negotiated contractual choice-of-forum
    provisions.”).
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    In this case, the district court dismissed for forum non conveniens without
    addressing the significance of the forum-selection clause. In the face of this recent
    high court ruling, we are obliged to vacate the forum non conveniens dismissal.
    See Atl. 
    Marine, 134 S. Ct. at 581
    (“The calculus changes . . . when the parties’
    contract contains a valid forum-selection clause . . . .”); La Seguridad v. Transytur
    Line, 
    707 F.2d 1304
    , 1308 (11th Cir. 1983) (“[T]he court abuses its discretion
    when it fails to balance the relevant factors.”). We remand to allow the district
    court to determine in the first instance whether the forum-selection clause in the
    Master Lease Agreement is enforceable. If the forum-selection clause binds the
    Government, the district court must find that the forum non conveniens private
    factors unequivocally support the selected forum. See Atl. 
    Marine, 134 S. Ct. at 582
    . The forum non conveniens analysis should then proceed, with the
    understanding that “[i]n all but the most unusual cases . . . ‘the interest of justice’ is
    served by holding parties to their bargain.” 
    Id. at 583.
    The Government argues nevertheless that the district court need not have
    considered the forum-selection clause, for two reasons. First, the Government
    claims that the provision is “permissive,” not “mandatory.” See Global Satellite
    Commc’n Co. v. Starmill U.K., Ltd., 
    378 F.3d 1269
    , 1272 (11th Cir. 2004). “A
    permissive clause authorizes jurisdiction in a designated forum but does not
    prohibit litigation elsewhere.” 
    Id. A mandatory
    clause, by contrast, “dictates an
    10
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    exclusive forum for litigation under the contract.” 
    Id. (quoting Snapper,
    Inc. v.
    Redan, 
    171 F.3d 1249
    , 1262 n.24 (11th Cir. 1999)). The Government points to one
    sentence from the forum-selection clause in which “Lessee specifically
    acknowledges that Miami-Dade County, Florida is a proper venue for the Lessor to
    bring suit against Lessee pursuant to the Master Lease or any Lease Schedule.”
    But the lease also provides that the “Lessee irrevocably submits to the exclusive
    jurisdiction of any of the federal and state courts in the State of Florida in any
    action or proceeding arising out of or relating to the Master Lease . . . .” (emphasis
    added). Second, the Government argues that the court need not have looked to the
    forum-selection clause because the Government overcame the presumption of
    validity. See The 
    Bremen, 407 U.S. at 15
    . The Government claims it made a
    sufficient showing before the district court that the clause was unenforceable as
    either “unreasonable and unjust” or invalid due to “fraud or overreaching.” 
    Id. The problem
    is that both arguments require the interpretation and analysis of
    the Master Lease Agreement. We are reluctant to address them until the district
    court has had an opportunity to consider them first. On remand, the district court
    should determine whether the Master Lease Agreement contains a mandatory
    forum-selection clause that binds the Government.
    III.
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    We also review the district court’s decision to dismiss based on international
    comity for abuse of discretion. Belize 
    Telecom, 528 F.3d at 1303
    . International
    comity is an abstention doctrine that reflects “the extent to which the law of one
    nation, as put in force within its territory, whether by executive order, by
    legislative act, or by judicial decree, shall be allowed to operate within the
    dominion of another nation.” Hilton v. Guyot, 
    159 U.S. 113
    , 163 (1895).
    “International comity serves as a guide to federal courts where ‘the issues to be
    resolved are entangled in international relations.’” 
    Ungaro-Benages, 379 F.3d at 1237
    (quoting In re Maxwell Commc’n Corp., 
    93 F.3d 1036
    , 1047 (2d Cir. 1996)).
    The doctrine of comity “is not a rule of law, but one of practice, convenience, and
    expediency.” Somportex Ltd. v. Phila. Chewing Gum Corp., 
    453 F.2d 435
    , 440
    (3d Cir. 1971). “Although more than mere courtesy and accommodation, comity
    does not achieve the force of an imperative or obligation. Rather, it is a nation’s
    expression of understanding which demonstrates due regard both to international
    duty and convenience and to the rights of persons protected by its own laws.” 
    Id. Most frequently,
    international comity is applied retrospectively, when courts
    consider whether to respect the judgment of a foreign tribunal or to defer to
    parallel foreign proceedings. See 
    Ungaro-Benages, 379 F.3d at 1238
    . For
    retrospective international comity, courts consider whether the foreign court was
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    competent, whether the foreign judgment was fraudulent, and whether that
    judgment violated American public policy notions of decency and justice. 
    Id. Far more
    rarely, courts have applied international comity prospectively,
    without a conflicting past or present foreign proceeding. See 
    id. In such
    cases,
    “domestic courts consider whether to dismiss or stay a domestic action based on
    the interests of our government, the foreign government and the international
    community in resolving the dispute in a foreign forum.” 
    Id. “Applied prospectively,
    federal courts evaluate several factors,” namely, (1) “the strength of
    the United States’ interest in using a foreign forum,” (2) “the strength of the
    foreign governments’ interests,” and (3) “the adequacy of the alternative forum.”
    
    Id. Only once
    has this Court ever sustained the dismissal of a lawsuit based on a
    prospective application of international comity. In Ungaro-Benages, a plaintiff
    claimed that two German banks stole her family’s ownership interest in a
    manufacturing company as part of the Nazi program of “Aryanization.” 
    Id. at 1229-30.
    The district court granted summary judgment based in part on the
    doctrine of international comity, and a panel of this Court affirmed. 
    Id. at 1232.
    President Clinton had reached an agreement with the German government to
    achieve a “legal peace” by establishing a private foundation -- funded by voluntary
    contributions from the German government and German companies -- to hear
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    claims brought by victims of the Nazi regime. 
    Id. at 1231.
    This Court “decide[d]
    to abstain based on the strength of our government’s interests in using the
    Foundation, the strength of the German government’s interests, and the adequacy
    of the Foundation as an alternative forum.” 
    Id. at 1239.
    We noted that “the
    President has the constitutional authority to settle the international claims of
    American citizens, even if the claimants would prefer litigation in American
    courts,” 
    id., and “that
    American and German governments have entered into
    extensive negotiations over this subject and those negotiations affect thousands of
    other victims of the Nazi regime,” 
    id. at 1240.
    To support its application of prospective international comity, this Court in
    Ungaro-Benages cited only three cases, all from the Second Circuit. In two, the
    Second Circuit ultimately refused to abstain. See Jota v. Texaco, Inc., 
    157 F.3d 153
    (2d Cir. 1998) (considering whether to dismiss proceedings related to
    environmental damage in Ecuador based on Ecuador’s interest in foreign or
    domestic resolution and holding dismissal on grounds of forum non conveniens
    and comity erroneous); Pravin Banker Assocs. v. Banco Popular Del Peru, 
    109 F.3d 850
    (2d Cir. 1997) (affirming district court’s refusal to stay an action brought
    by an American holder of Peruvian debt while Peru attempted to renegotiate its
    commercial debt under the Brady Plan). Thus, Ungaro-Benages relied on only one
    case that actually dismissed domestic claims to allow foreign proceedings. See Bi
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    v. Union Carbide Chems. & Plastics Co., 
    984 F.2d 582
    (2d Cir. 1993). In Bi, the
    Second Circuit applied the “act of state doctrine” when India created an
    adjudication mechanism that granted exclusive government standing to represent
    the victims of a mass tort, the Bhopal disaster. 
    Id. at 586.
    The Bi court concluded:
    We hold that when a recognized democracy determines that the
    interests of the victims of a mass tort that occurred within its borders
    will be best served if the foreign government exclusively represents
    the victims in courts around the world, we will not pass judgment on
    that determination, and we will permit only the foreign government
    access to our courts to litigate those claims, subject of course to our
    own requirements for standing.
    
    Id. In this
    case, we think the district court abused its discretion in its application
    of the three Ungaro-Benages factors that bear on prospective international comity.
    Notably, in Ungaro-Benages, all three factors favored dismissal. First, “[t]he
    United States government ha[d] consistently supported the Foundation as the
    exclusive forum” after the “President entered into negotiations with the German
    government and determined that the interests of American citizens, on the whole,
    would be best served by establishing the Foundation Agreement” because it
    “creat[ed] a comprehensive compensatory scheme.” 
    Id. at 1239.
    Second, “the
    German government ha[d] a significant interest in having the Foundation be the
    exclusive forum for these claims in its efforts to achieve lasting legal peace with
    15
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    the international community.” 
    Id. Third, the
    Foundation was an adequate forum.
    
    Id. Unlike in
    Ungaro-Benages, here the United States does not have a
    significant interest in the foreign adjudication of this matter. The district court
    recognized that “the United States does have a general interest in seeing that a
    party’s contractual obligations are honored.” We agree. In this case, “the United
    States has a strong interest in ensuring the enforceability of valid debts under the
    principles of contract law, and in particular, the continuing enforceability of
    foreign debts owed to United States lenders.” Pravin Banker 
    Assocs., 109 F.3d at 855
    ; see Allied Bank Int’l v. Banco Credito Agricola de Cartago, 
    757 F.2d 516
    ,
    521-22 (2d Cir. 1985) (“The United States has an interest in ensuring that creditors
    entitled to payment in the United States in United States dollars under contracts
    subject to the jurisdiction of United States courts may assume that, except under
    the most extraordinary circumstances, their rights will be determined in accordance
    with recognized principles of contract law.”). The Master Lease Agreement was
    negotiated and signed in the United States. Intelco completed its performance by
    presenting the telephone equipment for acceptance in Florida. GDG, one of the
    parties to the litigation, is an American entity. Litigation in a federal forum
    advances the United States’ interest in enforcing agreements formed and
    performed on American soil in disputes involving an American party. Tellingly, in
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    Ungaro-Benages the United States submitted a Statement of Interest that
    represented that it was “in the foreign policy interests of the United States for the
    case to be dismissed.” 
    379 F.3d 1232
    . No statement of foreign policy interest
    from the United States appears in the current record, and we can discern no such
    interest favoring the foreign adjudication of this matter. Thus, the first Ungaro-
    Benages factor weighs against dismissal.
    As for the second factor, the district court abused its discretion in
    determining that the Government of Belize possesses a strong interest in litigation
    abroad, strong enough to outweigh the interest of the United States. To the
    contrary, the Government of Belize lacks a sufficiently strong interest in foreign
    adjudication. This dispute resembles so many other garden-variety commercial
    contract actions: GDG sues for breach of an equipment lease contract, but the
    Government claims it is not bound by the agreement. The record contains no
    indication that Belize has established an exclusive method of adjudicating this type
    of contract dispute that would be undermined by prosecution in federal court. In
    Ungaro-Benages, an American suit would have undermined the German
    Foundation’s uniform system for paying Nazi-era claims to thousands of 
    victims. 379 F.3d at 1239-40
    . In Bi, a federal court action would have conflicted with
    exclusive Indian government standing to litigate liability for the Bhopal 
    disaster. 984 F.2d at 586
    . In other words, Germany and India had powerful and easily
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    discernible interests in protecting their dispute-resolution systems involving
    thousands of claimants from the corrosion or collapse that would occur if the
    claims were handled by federal courts. Here, in sharp contrast, GDG’s suit does
    not affect a collective solution to widespread harms. Its federal claims conflict
    with no foreign system or proceedings.
    As a litigant, the Government of Belize now may prefer to handle this suit in
    its own courts. But a foreign sovereign party’s post hoc preference to defend a
    contract action at home is not a cognizable prospective international comity
    interest. Prospective international comity requires a serious problem that would be
    created by federal court proceedings but that would not be present if the matter
    were adjudicated abroad. Here, we can see no such problem. The parties dispute
    only the performance under a contract, and the United States is an adequate forum.
    The Government’s invocation of contract cases involving the retroactive
    application of international comity says little about whether courts should extend
    prospective international comity to this commercial contract dispute. Though a
    Belizean forum may be altogether adequate, adequacy is not enough. Ultimately,
    prospective international comity does not apply because neither the United States
    nor Belize has the requisite interest.
    As we view it, the district court erred when it reached the opposite
    conclusion based on Belize Telecom. 
    528 F.3d 1298
    . A materially different set of
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    facts in that case led us to find it “clear that the interests of Belize far outweigh[ed]
    the American interests.” 
    Id. at 1307.
    The Belize Telecom dispute arose when the
    Government of Belize took control of shares of Belize Telecommunications
    Limited, “the primary provider of telecommunications in Belize.” 
    Id. at 1300.
    The
    litigants disputed whether the Government acted in accordance with that
    company’s articles of association, as interpreted according to Belize law, when it
    removed the company’s directors and elected a new slate. Crucially, Belize
    Telecom involved a retrospective international comity dismissal, which entails a
    wholly different test and different analysis than in prospective cases. See Ungaro-
    
    Benages, 379 F.3d at 1238
    . While the Court’s opinion mentioned foreign and
    domestic interests, Belize Telecom did not weigh them in the context of the
    Ungaro-Benages prospective framework.
    Moreover, none of the three foreign interests cited in Belize Telecom apply
    here. First, in Belize Telecom “[n]one of the parties to the litigation [wa]s an
    American corporation,” and the lawsuit was only “tangentially” connected to the
    United States because it involved payments due to an American 
    bank. 528 F.3d at 1307
    . Here, GDG is an American corporation. And the contract in dispute was
    negotiated, signed, and performed in the United States.
    Second, the action in Belize Telecom threatened to affect the mass “delivery
    of telecommunications services” to the citizens of Belize. 
    Id. Not so
    here, where
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    the record contains no indication that the case will have any impact on the
    provision of Belizean telecommunications services. Moreover, we are not inclined
    to give weight to another nation’s interest merely because of the use of a product
    purchased in the United States. If foreign purchasers could avoid contract actions
    in American courts by simply citing the use of goods abroad, international comity
    abstention would lose its moorings. American merchants rely on the availability of
    United States courts when dealing with foreign nations in international commerce.
    Such commerce could be constricted if a merchant knew that an expansive
    prospective international comity doctrine would allow a foreign government
    counterparty to remove any suits to its own courts. This result would harm foreign
    governments, who could have greater difficulty obtaining favorable terms in
    American transactions. While the Government may now have an ex post interest
    in litigation in Belize, it may have had an ex ante interest in a federal forum.
    Third, Belize Telecom “involve[d] the interpretation of the articles of
    association of a Belizean corporation pursuant to Belize law.” 
    Id. at 1307.
    In this
    case, American law applies. The contract unambiguously provided that rights and
    obligations related to the lease “shall be determined exclusively in accordance with
    the governing laws of the State of Florida, irrespective of conflicts of laws
    principles.” It may be true that adjudication in federal court could require some
    application of Belizean law in determining whether Fonseca acted with the
    20
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    authority to bind the Government to the Master Lease Agreement. But federal
    courts regularly interpret and apply foreign law without offending international
    interests. See Fed. R. Civ. P. 44.1. And the bulk of the law to be applied to the
    interpretation of the contract in this case plainly is American. In short, we think
    the district court abused its discretion in determining that Belize’s preference for
    “seeing that its national laws are properly interpreted” is the type of strong interest
    that warrants prospective international comity dismissal.
    To date, we have reserved prospective international comity abstention for
    rare (indeed often calamitous) cases in which powerful diplomatic interests of the
    United States and foreign sovereigns aligned in supporting dismissal. We decline
    to transform prospective international comity into a forum-selection tool for
    sovereign litigants to wield in common breach of contract actions. Because
    neither the United States nor Belize has a strong interest in adjudication of this
    matter abroad, the district court erred in applying international comity
    prospectively.
    IV.
    The district court erred in dismissing on each alternative ground. We vacate
    the forum non conveniens dismissal and remand to the district court so that it may
    determine the enforceability of the forum-selection clause and its significance to
    the forum non conveniens analysis. We also vacate its dismissal based on
    21
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    prospective international comity because that exceptional doctrine does not apply
    to the commercial dispute in this case.
    VACATED and REMANDED.
    22