Case of the Day: Martinez v. Bloomberg
Posted on January 28, 2014
The case of the day is Martinez v. Bloomberg LP (2d Cir. 2014). Brian Anthony Martinez, a former employee of Bloomberg LP, sued Bloomberg for wrongful termination in violation of the Americans with Disabilities Act. The facts aren’t that important to the decision. Martinez’s employment contract had an English choice of law clause and an exclusive forum selection clause naming the courts of England as the exclusive forum for disputes. Bloomberg moved to dismiss under FRCP 12(b)(3) for improper venue. 1 The district court dismissed, and Martinez appealed. He argued that the district court was wrong in its view of the scope of the choice of forum clause (i.e., that assuming the clause was enforceable, it did not apply to his ADA claim) and that in any event the clause was unenforceable.
On appeal, the court affirmed. The decision sets out a very clear rule for determining the applicable law in cases where the contract has both a choice of law clause and a choice of forum clause. The court gives effect to the parties’ choice of law by applying the chosen law to the interpretation of the choice of forum clause, but questions about the enforceability of the choice of forum clause are procedural questions to be decided under the law of the forum, i.e., under US law. The court’s approach seems highly sensible; but it’s worth taking a look at Judge Newman’s concurring opinion, which cites some earlier Second Circuit decisions that could have been cited for the proposition that US law should govern the interpretation of a forum selection clause, if the court had been so inclined.
- We know, in light of Atlantic Marine, that the correct procedure is to move to dismiss for forum non conveniens, not for improper venue, but that procedural nicety is not key to the decision. ↩