Service of Process

- Hague Convention

Substance of the Arbitration Clause

- Choice of Law
o Not Specified, so it would have to be London Law
o Tied to location
 Permitted unless not tied to parties or dispute
o In US 3 approaches
 Lex Loci – Place of contract
 Rstmt 2nd – most significant relationship (670)
 Govt interest analysis – determines if there is a
real conflict
o 2005 Choice of Law Provision rule under Hague does not
apply
- Choice of Forum
o Exclusive or Permissive (basically the wording of the K)
 Permissive unless Specifically stated otherwise.
o Cases
 Zapata
• Forum selection clause should control
absent a strong showing that it should be
set aside
• Zapata would have to show that
enforcement should be unreasonable or
unjust
 Adequacy of forum
• 5 Things (in notes)

Arbitration in General
- Courts look to proper language for exclusivity (see 681 for
model clause)
o “Any and all disputes”
o “Finally settled”
- Strong federal interest in arbitration (Mitsubishi Motors)

Territorial Jurisdiction
- No int’l jurisdiction
- Minimum Contacts
o 3 factors (Asahi)
 Relationship between defendant and forum
 Purposeful availment
 Reasonableness
- Effects Doctrine (this isn’t territorial, more of an ASIDE)
 o Extraterritorial Jurisdiction
 Wherein a state may have prescriptive jurisdiction
over conduct occurring outside its territory that
causes an effect within.

Sovereign Immunity
- FSIA
- Issue is whether a 50% share counts as sovereign ownership?
o Also whether the other owner being a state official
makes it state policy, state interest....
o If yes then is there an exception?
 Waiver
 Commercial activities
 Expropriation
 Property claims
 Non-commercial torts
 Maritime liens
 Counterclaims
 Int’l agreements
o Party claiming immunity has the burden to say that no
exception applies
- “Even though the US courts might have jurisdiction over the
foreign sovereign, the courts might decline to exercise such
jurisdiction on policy grounds as they do not wish to interfere
with the foreign relations of the US, a subject matter that is
within the exclusive competence of the executive branch”

Forum Non Conveniens

- Comity
o Evoked when the action has already been resolved
- Refusing to hear a case that has been brought before it when
there is a more appropriate forum available.
- Used Int’ly and domestically
- Conflict of laws
- Forum Shopping

Corporate Social Responsibility

- Opposing side could bring this up
- Consumer Interests (789)
o Enterprises need to ensure quality and safety