Home › Case briefs › Civil Procedure

Bremen v. Zapata Off-Shore Co.

Supreme Court of the United States · 1972 · Civil Procedure

Civil ProcedureAdmiraltyForum-selection clausesForum non conveniensforum-selection clauseinternational commercial agreementadmiraltyprima facie valid

Facts

Zapata, a Houston-based American corporation, contracted with Unterweser, a German corporation, to tow Zapata's drilling rig from Louisiana to the Adriatic Sea. Their contract, negotiated after Zapata reviewed and altered other terms, provided that "[a]ny dispute arising must be treated before the London Court of Justice," and Zapata signed without changing that clause. After the rig was damaged in a storm in international waters and towed to Tampa as a port of refuge, Zapata sued in federal district court in Tampa instead of litigating in London. Unterweser invoked the forum-selection clause, also filed suit in the High Court of Justice in London, and later filed a limitation action in Tampa when the statutory period for doing so was about to expire before the district court ruled on its motion.

Issue

Whether a federal court sitting in admiralty should enforce a forum-selection clause in a freely negotiated international towage contract requiring litigation in London, rather than treating the clause as unenforceable or giving it little weight under ordinary forum non conveniens analysis. More specifically, the question was what burden a party resisting such a clause must carry to avoid enforcement.

Rule

In admiralty, a forum-selection clause in a freely negotiated private international commercial agreement is prima facie valid and should be specifically enforced unless the resisting party clearly shows that enforcement would be unreasonable and unjust, or that the clause is invalid because of fraud or overreaching. A clause may also be unenforceable if enforcement would contravene a strong public policy of the forum, or if trial in the chosen forum would be so gravely difficult and inconvenient that the resisting party would for all practical purposes be deprived of its day in court.

🔒

See the holding & full analysis

Create a free KwikCourt account to unlock the rest of this brief — and practice the case.

The court's holding and reasoning
Doctrine tests, pitfalls & exam hypotheticals
10 practice questions + 4 AI-graded essays on this case

Free sample · practice this case

Test yourself

One of 10 multiple-choice questions for this case. Pick an answer to see why.

Northshore Dynamics, a Texas marine engineering firm, entered an arm's-length contract with Baltic Lift GmbH, a German heavy-transport company, to move refinery equipment from Corpus Christi to Morocco. After reviewing and revising several pricing and insurance terms, Northshore signed a clause stating that "all disputes shall be brought in the High Court in London." When the cargo was damaged in international waters, Northshore sued first in federal court in Houston, arguing most of its documents and employees are in Texas.

How should the federal court rule on Baltic Lift's motion to enforce the forum-selection clause?

Explanation. The majority held that in admiralty, a forum-selection clause in a freely negotiated international commercial agreement is prima facie valid and should be enforced unless the resisting party clearly shows enforcement would be unreasonable and unjust, or that the clause is invalid because of fraud or overreaching. The lower court should not begin with ordinary forum non conveniens balancing that places the burden on the defendant to prove the chosen forum is more convenient. Northshore's showing that its witnesses and records are in Texas is not enough by itself. (Derived from Bremen v. Zapata Off-Shore Co. (n.d.).)