Chigurupati v. Daiichi Sankyo Company Limited

NOT PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
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No. 11-3429
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DR. JAYARAM CHIGURUPATI;
PADMASREE CHIGURUPATI;
ZENOTECH LLC, Appellants
v.
DAIICHI SANKYO COMPANY, LIMITED
________________
On Appeal from the United States District Court
for the District of New Jersey
District Court No. 2-10-cv-05495
District Judge: The Honorable Esther Salas
________________
Submitted Pursuant to Third Circuit L.A.R. 34.1(a)
May 17, 2012
Before: SMITH, and FISHER, Circuit Judges
and STEARNS, District Judge ∗
(Filed: May 17, 2012)
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OPINION
_____________________
SMITH, Circuit Judge.
Dr. Jayaram Chigurupati, Padmasree Chigurupati, and Zenotech LLC
∗
The Honorable Richard G. Stearns, United States District Judge for the United States
District Court of Massachusetts, sitting by designation.
1
(collectively, the “Plaintiffs”) appeal from an order entered by the United States District
Court for the District of New Jersey dismissing their complaint on forum non conveniens
grounds. For the reasons that follow, we will affirm. 1
The Chigurupatis collectively own shares in Zenotech Laboratories Ltd.
(“Zenotech”), 2 a company founded by Dr. Chigurupati in Hyderabad, India. Plaintiffs’
complaint alleged that Daiichi Sankyo Company, Ltd. (“Daiichi”) entered into an
agreement with the Chigurupatis to purchase the Chigurupatis’ shares in Zenotech for
160 rupees per share. This agreement was supposedly formed on December 20, 2008, as
Daiichi was conducting a site visit of Zenotech’s campus in Hyderabad. Plaintiffs allege
that Daiichi reneged on this agreement, and on January 19, 2009, made an open offer to
purchase any public shares of Zenotech for 113.62 rupees per share.
After Daiichi made its public offer, Dr. Chigurupati filed two lawsuits in India
arising out of the alleged agreement. On July 8, 2010, the Supreme Court of India
rejected the argument raised in Dr. Chigurupati’s first complaint. The second suit
remains pending before the Company Law Board in Chennai, India.
On October 22, 2010, months after the Supreme Court of India delivered its
opinion on the first of Dr. Chigurupati’s Indian lawsuits, Plaintiffs filed suit in the
1
The District Court had diversity jurisdiction over this case under 28 U.S.C. § 1332. We
have final order jurisdiction under 28 U.S.C. § 1291.
2
Plaintiffs’ complaint does not distinguish between Plaintiff Zenotech LLC, and
Zenotech Laboratories Ltd., which was the subject of the alleged agreement. To avoid
confusion, we refer only to Zenotech Laboratories Ltd. as “Zenotech.”
2
District of New Jersey. On January 13, 2011, Daiichi moved to dismiss Plaintiffs’
complaint for lack of personal jurisdiction, or alternatively, on forum non conveniens
grounds.
The District Court granted Daiichi’s motion to dismiss and dismissed Plaintiffs’
complaint on forum non conveniens grounds, holding that India was an adequate
alternative forum for Plaintiffs’ suit, and that the balancing of public and private factors
relevant to the decision weighed in favor of disturbing Plaintiffs’ choice of forum despite
the deference afforded to their choice. Because the District Court dismissed the case on
forum non conveniens grounds, the court declined to address Daiichi’s jurisdictional
argument. 3 Plaintiffs timely appealed.
We review a district court’s dismissal of a complaint on forum non conveniens
grounds for an abuse of discretion. Windt v. Qwest Commc’ns Int’l, Inc., 529 F.3d 183,
189 (3d Cir. 2008). Though discretionary, a district court’s resolution of a forum non
3
Plaintiffs argue that it was improper for the District Court to reach the forum non
conveniens issue before addressing Daiichi’s jurisdictional argument. The Supreme
Court, however, has plainly stated that 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.” Sinochem Int’l Co., Ltd. v. Malay. Int’l Shipping Corp., 549 U.S. 422, 432
(2007).
Plaintiffs further argue that the District Court erred by failing to permit them to
conduct jurisdictional discovery. Because the District Court could properly dismiss the
complaint on forum non conveniens grounds without addressing Daiichi’s personal
jurisdiction argument, it also did not err by failing to permit jurisdictional discovery.
Indeed, we have urged courts to decide motions to dismiss on forum non conveniens
grounds in part “so that the parties will not waste resources on discovery[.]” Lony v. E.I.
Du Pont de Nemours & Co., 935 F.2d 604, 614 (3d Cir. 1991).
3
conveniens issue should be guided by a three-step analysis, considering: (1) the
availability of an adequate alternative forum to hear the case; (2) the appropriate level of
deference due to the plaintiff’s choice of forum; and (3) the relevant private and public
interest factors. Id. at 189-90. Plaintiffs argue that the district court abused its discretion
in each step of its analysis. We disagree.
First, Plaintiffs argue that the District Court abused its discretion in concluding
that India was an adequate alternative forum, because there was insufficient evidence in
the record to establish that Daiichi was amenable to process in India. The District Court
relied in part on the fact that Dr. Chigurupati had initiated two lawsuits in India, and thus
concluded Daiichi was indeed amenable to process in that country. Plaintiffs note that
both of those lawsuits involve slightly different allegations. While that may affect the
persuasiveness of this record evidence, the District Court could reasonably infer from that
evidence that Daiichi was amenable to process in India. 4 As such, the District Court did
not abuse its discretion in concluding that India was an adequate alternative forum. Cf.
Lacey v. Cessna Aircraft Co., 862 F.2d 38, 45 (3d Cir. 1988) (holding that a district court
abused its discretion in finding an adequate alternative forum where defendants failed “to
provide any record support for their contentions” (emphasis added)).
4
Plaintiffs also argue that the District Court reversed the appropriate burden of proof. It
did no such thing. The Court correctly placed the burden of proof on Daiichi. See App’x
A9 (“It is well established that the Defendant bears the burden of satisfying all elements
in a forum non conveniens inquiry.”). Daiichi presented ample evidence in order to
satisfy this burden, and the court concluded that it had indeed satisfied the burden. While
the court did occasionally comment that Plaintiffs had failed to satisfy “their burden” in
various parts of the opinion, context makes clear that the court was simply stating that
4
Second, Plaintiffs argue that the District Court failed to afford their choice of
forum the appropriate level of deference, because it “fail[ed] to provide the requisite
reasoned indicia of deference accorded Plaintiffs’ forum choice” as American citizens.
Pls.’ Br. at 20. The District Court, however, engaged in a thorough and reasoned analysis
of the appropriate level of deference to be afforded to plaintiffs’ choice of forum. See
App’x A11-12. We find no abuse of discretion as to this second step of the court’s
analysis.
Third, Plaintiffs raise a number of arguments concerning precisely how the
District Court analyzed and weighed the public and private factors relevant to its analysis.
Plaintiffs focus on the District Court’s analysis of three private factors—access to proof,
the costs for witnesses to participate in a trial, and the availability of compulsory
process—and one public factor, concerning New Jersey’s interests in the matter.
Plaintiffs argue that these factors weigh in favor of trying their case in New Jersey. The
District Court disagreed, and based its decision on a careful analysis of the record.
Absent clear error, Windt, 529 F.3d at 189, the District Court did not abuse its discretion
in its analysis and weighing of the relevant private and public factors.
Finding no abuse of discretion, we will affirm the judgment of the District Court. 5
Plaintiffs failed to rebut the volumes of evidence that Daiichi presented in support of its
motion to dismiss.
5
Plaintiffs also argue that the District Court abused its discretion because the record does
not suggest that their choice of forum was intended to harass Daiichi, and that the
“central concern of the forum non conveniens doctrine” is to prevent such harassment.
Pls.’ Br. at 29 (quoting Lony, 935 F.2d at 615). While such harassment may indeed be
the “primary danger against which the doctrine guards[,]” Lony, 935 F.2d at 615, it is not
the only such danger, and we decline to reverse on this ground.
5