DARRIN P. GAYLES, UNITED STATES DISTRICT JUDGE.
The Court has reviewed the pleadings, the briefs, the record, and the applicable law, and has considered the arguments advanced by counsel at two different hearings on the motion. For the reasons that
Plaintiff Hongyuan is a company registered to do business in China. Am. Compl. ¶ 2. Defendant DI Global is a Florida corporation. Id. ¶ 3. In or around April or May 2013, Hongyuan and DI Global executed an Agency Agreement (the "Agreement"), originally drafted by Hongyuan, through which Hongyuan — for a term of five years — granted DI Global exclusive rights to sell its chemical products in a territory designated as Colombia, Trinidad & Tobago, Brazil, Venezuela, and the United States. Def.'s Mot. Ex. B ¶¶ 1, 10. The Agreement also granted DI Global "all exclusive rights and power of attorney to connect, communicate, negotiate and finalize import and distribution contracts with all private and public establishments" in the prescribed territory. Id. Hongyuan agreed not to sell its products directly to any customers in that territory or indirectly through any brokers or resellers inside or outside the territory. Id. ¶ 2. Hongyuan also granted DI Global the right to sell its products to customers outside the territory who buy those products for use in production of a finished product that is marketed and sold inside the territory. Id. ¶ 3.
According to the Amended Complaint, DI Global requested that Hongyuan ship certain chemical products to it. Am. Compl. ¶ 5. Hongyuan alleges that, pursuant to that request, it remitted "Invoice Number 72" for the shipment of Titanium Dioxide Anatase 3100, seeking payment in the amount of $210,000.00. Id. ¶ 6. DI Global allegedly accepted the invoice but did not pay it in full. Id. ¶¶ 7-8. Hongyuan states that it has repeatedly demanded payment from DI Global, but that DI Global has refused to pay the amount due and has "default[ed] under the terms of the sales purchase agreement." Id. ¶ 14.
On June 26, 2015, former Plaintiff Jiangsu Hongyuan Pharmaceutical Corp. filed a three-count complaint against DI Global, alleging claims for breach of contract, account stated, and unjust enrichment. Because the former Plaintiff was incorporated in Florida, DI Global filed a motion to dismiss alleging, inter alia, that this Court lacked subject matter jurisdiction over this case because the parties were not diverse. An Amended Complaint was filed on August 5, 2015, replacing Jiangsu Hongyuan Pharmaceutical Corp. with the current Plaintiff, Hongyuan.
DI Global filed a renewed motion to dismiss on August 17, 2015, pursuant to Federal Rules of Civil Procedure 12(b)(3), alleging improper venue, and 12(b)(6), alleging that the Amended Complaint fails to state a claim for which relief can be granted. In its reply, DI Global acknowledged that a Rule 12(b)(3) motion for improper venue was not the appropriate vehicle through which to move for dismissal and requested that the Court view its motion as a motion to dismiss under the doctrine of forum non conveniens. In support of the forum non conveniens argument, DI Global pointed to the text of Article 6 of the Agreement, titled "Governing Law," which provides:
"Under the doctrine of forum non conveniens, a district court has the inherent power to decline to exercise jurisdiction even when venue is proper." Vanderham v. Brookfield Asset Mgmt., Inc., 102 F.Supp.3d 1315, 1318 (S.D.Fla.2015) (citing Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 506-07, 67 S.Ct. 839, 91 L.Ed. 1055 (1947), superseded by statute on other grounds as recognized in Am. Dredging Co. v. Miller, 510 U.S. 443, 114 S.Ct. 981, 127 L.Ed.2d 285 (1994)). Although a court may consider matters outside the pleadings in ruling on a motion to dismiss based on forum non conveniens, it "must draw all reasonable inferences and resolve all factual conflicts in favor of the plaintiff." Id. (quoting Wai v. Rainbow Holdings, 315 F.Supp.2d 1261, 1268 (S.D.Fla.2004)) (internal quotation marks omitted). To obtain dismissal for forum non conveniens, the moving party must demonstrate that (1) the public and private factors weigh in favor of dismissal, (2) an adequate alternative forum is available, and (3) the plaintiff can reinstate his suit in the alternative forum without undue inconvenience or prejudice. GDG Acquisitions, LLC v. Government of Belize, 749 F.3d 1024, 1028 (11th Cir.2014).
DI Global, relying on the premise that the language in Article 6 of the Agreement constitutes a valid forum selection clause, argues that this case should be dismissed on forum non conveniens grounds. Before the Court can proceed to the forum non conveniens analysis, however, it must determine whether Article 6 contains a valid, enforceable, and mandatory forum selection clause, as well as whether that clause applies to the dispute in this case.
Forum selection clauses contained in international contracts are presumptively valid and enforceable. M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 92 S.Ct. 1907, 32 L.Ed.2d 513 (1972). Under Bremen, forum selection clauses in international contracts will be found unenforceable "only when: (1) their formation was induced by fraud or overreaching; (2) the plaintiff effectively would be deprived of its day in court because of the inconvenience or unfairness of the chosen forum; (3) the fundamental unfairness of the chosen law would deprive the plaintiff of a remedy; or (4) enforcement of such provisions would contravene a strong public policy." Lipcon v. Underwriters at Lloyd's, London, 148 F.3d 1285, 1292 (11th Cir. 1998) (citing Bremen, 407 U.S. at 15-18, 92 S.Ct. 1907).
Because the forum selection clause passes muster under all four categories of the Bremen analysis, the clause is both valid and enforceable.
The Court must next determine whether the forum selection clause is mandatory. The Eleventh Circuit enforces "only those clauses that unambiguously designate the forum in which the parties must enforce their rights under the contract." Fla. Polk Cnty. v. Prison Health Servs., Inc., 170 F.3d 1081, 1083 n. 8 (11th Cir.1999). A "permissive" forum selection clause "authorizes jurisdiction in a designated forum but does not prohibit litigation elsewhere. A mandatory clause, in contrast, `dictates an exclusive forum for litigation under the contract.'" Global Satellite Commc'n Co. v. Starmill U.K. Ltd., 378 F.3d 1269, 1272 (11th Cir.2004) (quoting Snapper, Inc. v. Redan, 171 F.3d 1249, 1262 n. 24 (11th Cir.1999)). "One hallmark of a mandatory clause is the use of the imperative term `shall,' which prescribes a `requirement.'" Cornett v. Carrithers, 465 Fed.Appx. 841, 843 (11th Cir.2012) (per curiam) (quoting Slater v. Energy Servs. Grp. Int'l, Inc., 634 F.3d 1326, 1330 (11th Cir.2011)).
To review, the provision at issue states: "In the event of any disputes between the parties the People's Court of Jiangsu (China)
The Seventh Circuit faced a somewhat analogous forum selection clause in Frietsch v. Refco, Inc., 56 F.3d 825 (7th Cir.1995). There, the plaintiffs, citizens and residents of Germany, brought a suit alleging federal securities fraud against the defendant, a U.S. commodities broker. The defendant moved for dismissal under forum non conveniens, arguing for the enforceability of a forum selection clause in the contract between the parties providing that the "place of jurisdiction ... is the registered office of the trustee [in Germany], to the extent permissible under the law." Id. at 827 (internal quotation marks omitted). The court first opined that "[t]he absence of the indefinite article (the clause says `place of jurisdiction' is Germany, not `a place of jurisdiction' is Germany) implies that there is only one place of jurisdiction." Id. at 829. The court then reasoned that the phrase "to the extent permissible" "would have no function" if the forum selection clause as a whole "were not mandatory — if, in other words, a party could sue anywhere he wanted." Id. Furthermore:
Id. The court concluded that the forum selection clause was mandatory and could thus be enforced to dismiss the case for forum non conveniens. Id.
Similarly in this instance, no clause would be needed to permit suit in China, the home of the Plaintiff who was also the contract's drafter. If the clause did not exist, DI Global could still reasonably expect that Hongyuan could bring suit against it in Hongyuan's home forum and, were the roles in this litigation reversed, Hongyuan could still reasonably expect that DI Global could bring a lawsuit against it in its home forum. The clause is needed, however, to require suit in China because alternative possible fora for suit exist. Hypothetically, were the roles reversed, DI Global could feasibly have attempted to bring suit against Hongyuan in Florida, where DI Global is incorporated, or perhaps in one of the several other countries in the contracted-for territory, depending on the potential cause of action and its underlying facts. But "[t]he obvious function of the clause," as drafted by Hongyuan, "is to rule out those alternative sites and require that the suit be brought" not just anywhere in China, but in an explicit, specific venue in Jiangsu Province, China. Id.; see also K & V Sci. Co. v. Bayerische Motoren Werke AG, 314 F.3d 494, 499 (10th Cir.2002) ("[W]here venue is
Finally, the Court must determine whether the forum selection clause applies to the dispute at issue. Hongyuan urges the Court to adopt a limited view of the scope of the Agreement, based on the language at the beginning of Article 6 that provides: "This agreement shall only be governed by Chinese law." Hongyuan expresses in its Supplemental Brief that "[s]uch exclusionary language (`this' rather than `all') contemplates the execution and existence of other agreements to be entered by the parties and NOT covered by Chinese law." Pl.'s Supp. Br. at 3. It argues that because the Agreement does not clearly state that "any and all transactions between" the parties are governed by the Agreement, the Agreement is, at best, ambiguous as to its application to "other disputes," including this dispute. Id. at 5. And because the Agreement does not specifically address the failure of DI Global to pay Hongyuan for purchase orders, Hongyuan contends that DI Global should not be permitted to pull its claims underneath the umbrella of the Agreement.
Hongyuan's argument is foreclosed by the Eleventh Circuit's en banc decision, later affirmed by the Supreme Court, in Stewart Organization, Inc. v. Ricoh Corp., 810 F.2d 1066 (11th Cir.1987) ("Stewart") (en banc) (per curiam), aff'd 487 U.S. 22, 108 S.Ct. 2239, 101 L.Ed.2d 22 (1988). There, the plaintiff (the Stewart Organization) had purchased, through one of its controlling shareholders (also named Stewart) a failing local copying business in Alabama. See Stewart Org., Inc. v. Ricoh Corp., 779 F.2d 643, 644 (11th Cir.), vacated, 785 F.2d 896 (11th Cir. 1986) (per curiam). After turning the business from a failure into a modest success, Mr. Stewart entered into negotiations with the defendant
Although Stewart's factual circumstances are different from those at issue here, its teachings are no less applicable. In this Circuit, post-Stewart, "[c]lauses referencing `any lawsuit regarding this agreement' and `any action brought by either party in any court' have been broadly construed to include contract claims `arising directly or indirectly from' the contractual relationship, as well as tort and extra-contractual claims." Pods, Inc. v. Paysource, Inc., No. 05-1764, 2006 WL 1382099, at *2 (M.D.Fla. May 19, 2006) (quoting Digital Envoy, Inc. v. Google, Inc., 319 F.Supp.2d 1377, 1380 (N.D.Ga. 2004); Stephens v. Entre Computer Ctrs., Inc., 696 F.Supp. 636, 638 (N.D.Ga.1988)); see also Louis Dreyfus Negoce S.A. v. Blystad Shipping & Trading Inc., 252 F.3d 218, 225 (2d Cir.2001) (interpreting broadly a clause that stated "any dispute arising from the making, performance or termination of this [Agreement]"). Hongyuan attempts to contrast what it characterizes as two separate types of disputes: in one category, disputes regarding the "strict[,] one-way agreement of representation that provides assurance to [DI Global] that [it] will not sell to third parties in the United States without compensation to or payment of commissions to Defendant" (in other words, claims that allege breach of specific terms of the Agreement), which would be subject to the forum selection clause; and in the other category, all other disputes, which would not. See Pl.'s Supp. Br. at 5.
The forum selection clause is not limited, as Hongyuan suggests, to the former type of dispute.
The existence of a valid, enforceable, mandatory, and applicable forum selection clause — like the clause contained in the Agreement — is not alone dispositive in the forum non conveniens analysis. In Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas, 571 U.S. ___, 134 S.Ct. 568, 187 L.Ed.2d 487 (2013), the Supreme Court explained that a viable forum selection clause carries near-determinative weight: "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." Id. at 582; see also GDG Acquisitions, 749 F.3d at 1028. Following Atlantic Marine, this Court must "adjust [its] usual forum non conveniens analysis in three ways":
Vanderham, 102 F.Supp.3d at 1318-19 (quoting Atlantic Marine, 134 S.Ct. at 581-82). Post-Atlantic Marine, the Eleventh Circuit has ruled that "[a] binding forum-selection clause requires the court to find that the forum non conveniens
The relevant public interests include "the familiarity of the court(s) with the governing law, the interest of any foreign nation in having the dispute litigated in its own courts, and the value of having local controversies litigated locally." Pierre-Louis v. Newvac Corp., 584 F.3d 1052, 1056 (11th Cir.2009) (quoting Liquidation Comm'n of Banco Intercont'l, S.A. v. Renta, 530 F.3d 1339, 1356-57 (11th Cir.2008)) (internal quotation marks omitted). The Atlantic Marine Court opined that "[b]ecause [these] factors will rarely defeat a transfer motion, the practical result" of a court's finding that a viable forum selection clause exists is that the clause "should control except in unusual cases." 134 S.Ct. at 582. "In all but the most unusual cases," the Court continued, "the interest of justice is served by holding parties to their bargain." Id. at 583.
The public interests all weigh in favor of dismissal here. First, according to Article 6, this dispute is governed by Chinese law, with which Chinese courts are infinitely more familiar than this Court. Next, China has a stronger interest in having this dispute litigated in its courts, as the parties contracted to litigate in China, and China doubtlessly wants its citizens to be empowered to seek redress in its courts when they contract to have their claims heard there. And finally, the aggrieved party is a Chinese entity, and "[t]here is `a local interest in having localized controversies decided at home.'" Piper Aircraft Co. v. Reyno, 454 U.S. 235, 260, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981) (quoting Gilbert, 330 U.S. at 509, 67 S.Ct. 839).
Hongyuan's arguments on this point — (1) that DI Global has not demonstrated that the public interest factors strongly favor a Chinese forum because it has not provided data regarding the congestion of Chinese and U.S. Courts, (2) that it has not demonstrated China has a greater interest in the dispute than the United States, and (3) that the application of Chinese law to this dispute does not overcome the deference its own chosen forum, see Pl.'s Supp. Br. at 7-8 — are unavailing. On the first two points, Hongyuan inappropriately foists onto DI Global a burden it is not subject to. "[A]s the party defying the forum-selection clause," it is "the plaintiff [who] bears the burden of establishing that transfer to the forum for which the parties bargained for is unwarranted" and "showing why the court should not transfer the case to the forum to which the parties agreed." Atlantic Marine, 134 S.Ct. at 581-82 (emphasis added). Hongyuan cannot argue based on a lack of evidence from DI Global that the public interest factors weigh against transfer. And on the third point, under Atlantic Marine, a finding of a valid and enforceable forum selection clause vitiates any deference owed a plaintiff's choice of forum. Id. at 581.
The next factor in the forum non conveniens analysis involves two inquiries, each of which "warrant[s] separate consideration," Leon v. Millon Air, Inc., 251 F.3d 1305, 1311 (11th Cir.2001): whether the alternative forum is "adequate" and whether the alternative forum is "available," Aldana v. Del Monte Fresh Produce N.A., 578 F.3d 1283, 1290 (11th Cir.2009).
"An alternative forum is adequate if it provides for litigation of the subject matter of the dispute and potentially offers redress for plaintiffs' injuries." King v. Cessna Aircraft Co., 562 F.3d 1374, 1382 (11th Cir.2009). "An adequate forum need not be a perfect forum." Satz v. McDonnell Douglas Corp., 244 F.3d 1279, 1283 (11th Cir.2001). Courts need ask "only whether some remedy exists; whether the remedy afforded is less favorable in the foreign forum is not determinative." Neuralstem, Inc. v. ReNeuron, Ltd., 365 Fed.Appx. 770, 771 (9th Cir.2010) (per curiam). The adequacy of the forum also "does not depend on the existence of the identical cause of action in the other forum." Norex Petrol. Ltd. v. Access Indus., Inc., 416 F.3d 146, 158 (2d Cir.2005). On the other hand, an alternative forum is inadequate "if the remedy provided by th[at] alternative forum is so clearly inadequate or unsatisfactory that it is no remedy at all." Piper Aircraft, 454 U.S. at 252, 102 S.Ct. 252; see also Aldana, 578 F.3d at 1290 (stating that only in "rare circumstances" will "the remedy offered by the forum [be] clearly unsatisfactory" such that the forum would be considered inadequate).
Hongyuan argues that DI Global bears the burden to demonstrate that China is an adequate forum in this case. According to Hongyuan, DI Global failed to meet that burden by failing to provide the Court with a sworn affidavit of an individual familiar with Chinese law or provide proof of (1) the availability of a comparative cause of action for Hongyuan's claim, (2) the accessibility of Chinese courts to disputes involving American defendants, or (3) whether the statute of limitations in China bars Hongyuan's claim. Hongyuan asserts that, without such proof, the Court must find DI Global has not proven adequacy and its forum non conveniens motion must be denied.
But Hongyuan's is only a partially correct view of the law. In this Circuit, an alternative forum is "presumed `adequate' unless the plaintiff makes some
Hongyuan asserts that scholarly articles have noted the Chinese legal system's "potential for excessive trial delays, obstructive legal counsel, corruption, lack of legal safeguards, [and] undue influence by political leadership" and cites a single law review article that discusses China's purported suitability, or lack thereof, as an alternative forum in forum non conveniens cases. Pl.'s Supp. Br. at 11. However, "[a]bsent a showing of inadequacy by a plaintiff, `considerations of comity preclude a court from adversely judging the quality of a foreign justice system.'" Abdullahi v. Pfizer, Inc., 562 F.3d 163, 189 (2d Cir. 2009) (quoting PT United Can Co. v. Crown Cork & Seal Co., 138 F.3d 65, 73 (2d Cir.1998)). The great weight of authority holds that "generalized, anecdotal complaints of corruption are not enough for a federal court to declare that [a nation's] legal system is so corrupt that it can't serve as an adequate forum." Stroitelstvo Bulgaria Ltd. v. Bulgarian-Am. Enter. Fund, 589 F.3d 417, 421-22 (7th Cir.2009); see also Tuazon v. R.J. Reynolds Tobacco Co., 433 F.3d 1163, 1179 (9th Cir.2006) (finding that the plaintiff's "anecdotal evidence of corruption and delay" in courts in the Philippines was insufficient to show inadequacy); In re Arb. between Monegasque De Reassurances S.A.M. v. Nak Naftogaz of Ukr., 311 F.3d 488, 489 (2d Cir.2002) (refusing "to pass value judgments on the adequacy of justice and the integrity of Ukraine's judicial system on the basis of no more than ... bare denunciations and sweeping generalizations"); El-Fadl v. Cent. Bank of Jordan, 75 F.3d 668, 678 (D.C.Cir.1996) (ruling that the plaintiff's general allegations of the lack of impartiality in Jordanian courts was insufficient to render the forum inadequate), abrogated on other grounds by Samantar v. Yousuf, 560 U.S. 305, 130 S.Ct. 2278, 176 L.Ed.2d 1047 (2010); Mercier v. Sheraton Int'l, Inc., 981 F.2d 1345, 1351 (1st Cir. 1992) (holding that Turkish courts were adequate despite the plaintiff's unsubstantiated complaints of bias against foreign litigants and women). Cf. Bhatnagar v. Surrendra Overseas Ltd., 52 F.3d 1220, 1228 (3d Cir.1995) (finding that a delay of at least eighteen to twenty-six years in Indian courts, supported by evidence that included a quote from the former Chief Justice of India saying that the Indian legal system is "almost on the verge of
A district court in California rejected arguments like Hongyuan's in CYBERsitter, LLC v. People's Republic of China, No. 10-0038, 2010 WL 4909958 (C.D.Cal. Nov. 18, 2010). There, the plaintiff proffered a declaration from a law professor in support of its opposition to the defendant's forum non conveniens motion seeking dismissal in favor of a Chinese forum. The professor argued that the Chinese government could easily control the outcome of a judicial proceeding, meaningful judicial independence does not exist in China, and political authorities could interfere in any lawsuit in which they took an interest. Id. at *4. The court, however, concluded that those allegations were too "speculative" to convince it that China would not provide an adequate forum. Id. at *5. This Court sees neither need nor justification to find otherwise here, as Hongyuan's generalized, anecdotal, and unsubstantiated allegations are similarly speculative.
Hongyuan also argues that China is not an adequate forum because the Chinese courts would not provide a "practical remedy." It contends that because DI Global does not own property or attachable assets in China, a judgment against DI Global would cause Hongyuan "extreme difficulty in collecting a damages award." Pl.'s Supp. Br. at 11. The Court reminds Hongyuan that it establishes the inadequacy of the foreign forum based on inadequacy of that forum's remedy only by showing that the remedy the forum provides is, in actuality, "no remedy at all," Piper Aircraft, 454 U.S. at 252, 102 S.Ct. 252, not that the remedy is "impractical" or "difficult." And while recognition of a foreign forum's adequacy does not require the Court to "conduct[] complex exercises in comparative law," even a cursory consultation of Chinese law resolves any doubt that the remedy it provides is a far cry from "no remedy at all." Id. at 251-52, 102 S.Ct. 252. Specifically, the Contract Law of the People's Republic of China both recognizes claims for breach of contract and provides for damages. See He Tong Fa [Contract Law] (promulgated by the Nat'l People's Cong., Mar. 15, 1999, effective, Oct. 1, 1999), ch. VII, arts. 107-22 (China), translated at http://www.npc.gov.cn/englishnpc/Law/2007-12/11/content_1383564.htm. And the General Principles of the Civil Law of the People's Republic of China recognizes a claim for unjust enrichment. See Zhonghua Renmin Gongheguo Minfa Tongze [General Principles of the Civil Law] (promulgated by the Nat'l People's Cong., Apr. 12, 1986, effective, Jan. 1, 1987; amended Aug. 27, 2009), ch. V, § 2, art. 92 (China), translated at http://www.npc.gov.cn/englishnpc/Law/2007-12/12/content_1383941.htm.
Based on its own review of the relevant provisions of Chinese law, the Court is sufficiently satisfied that some remedy for the causes of action alleged here exists in China. Whether this remedy is "practical" or whether Hongyuan may be inconvenienced trying to enforce a judgment does
An alternative forum is "available" to a plaintiff "when the foreign court can assert jurisdiction over the litigation sought to be transferred." Leon, 251 F.3d at 1311. This requirement will ordinarily be satisfied "when the defendant is `amenable to process' in the other jurisdiction." Piper Aircraft, 454 U.S. at 254 n. 22, 102 S.Ct. 252. Whether China is an available alternative forum is a simple inquiry in this instance, as "[a]n agreement by the defendant to submit to the jurisdiction of the foreign forum typically satisfies the availability requirement." Tang v. Synutra Int'l, Inc., No. 09-0088, 2010 WL 1375373, at *5 (D.Md. Mar. 29, 2010), aff'd, 656 F.3d 242; accord Magnin v. Teledyne Cont'l Motors, 91 F.3d 1424, 1429 (11th Cir.1996) ("[T]he defendants agreed to submit to the jurisdiction of an alternative forum (in France), rendering that forum available.").
DI Global, through its counsel, agreed to submit to China's jurisdiction and accept service of process on three separate occasions: in the telephonic conference held on December 30, 2015; in its Supplemental Brief; and at the hearing held on January 25, 2016. Hongyuan "does not dispute that the case can be filed in China and thus [China] is an `available' alternative forum." Pl.'s Supp. Br. at 10. The Court therefore concludes that the availability requirement is satisfied.
Turning to the final forum non conveniens requirement, the Court finds that Hongyuan can reinstate its claim in China without undue inconvenience or prejudice. See GDG Acquisitions, 749 F.3d at 1028. The burden to satisfy this requirement is not onerous. See, e.g., Seguros Universales, S.A. v. Microsoft Corp., 32 F.Supp.3d 1242, 1252 (S.D.Fla.2014). Hongyuan admits that the cost to refiling suit in China is insignificant, see Pl.'s Supp. Br. at 11, and the Court has already addressed and rejected its arguments regarding alleged delays and corruption in the Chinese legal system. Hongyuan's remaining contention on this issue — that "it is certain that Plaintiff would incur substantial delay to seeking a resolution of this dispute," id. at 12 — is wholly unsupported. And finally, as discussed above, DI Global has agreed to submit to jurisdiction in China and accept service of process from its courts — an agreement which, standing alone, is oftentimes sufficient to support dismissal. See Tazoe v. Airbus S.A.S., 631 F.3d 1321, 1335 (11th Cir.2011) (affirming district court's dismissal of underlying complaints on forum non conveniens grounds where the defendants' stipulation to allow the plaintiffs to refile "remove[d] any impediment to reinstatement").
Accordingly, because the parties' contractual forum selection clause is valid and governs all claims asserted by Hongyuan here, and because all other prerequisites to obtaining a dismissal for forum non conveniens have been satisfied, the Court concludes that DI Global's motion to dismiss must be granted. This dismissal, however,
Based on the foregoing, it is
In other words, as the drafter of the allegedly ambiguous provision, the clause must be construed against Hongyuan and in favor of DI Global, which would mandate that this Court find the clause is a mandatory consent to jurisdiction and venue. Cf. Citro Fla., Inc. v. Citravale, S.A., 760 F.2d 1231, 1232 (11th Cir.1985).
