Albemarle Corp. v. AstraZeneca U.K., Ltd.

AstraZeneca U.K. Ltd. (AstraZeneca) (defendant), a United Kingdom corporation, contracted with Albemarle International Corp. (Albemarle) (plaintiff) to use Albemarle as its primary supplier of di-isopropyl-phenol (DIP). The agreement stated that if AstraZeneca chose to switch to propofol, Albemarle would be given first rights to provide the propofol. The contract agreement included a clause selecting the England and Wales High Court of Justice as the proper forum for disputes and a choice-of-law provision stating that the contract was subject to the laws of England. The forum-selection clause contained no language indicating that it was mandatory or exclusive. Albemarle manufactured DIP at a plant in South Carolina, and AstraZeneca used DIP at its plant in England to produce pharmaceuticals. AstraZeneca switched to propofol in 2006. Albemarle filed a suit for breach of contract against AstraZeneca in South Carolina state court, alleging that AstraZeneca failed to give Albemarle first rights to supply the propofol. AstraZeneca removed the case to federal court and filed a motion to dismiss for improper venue based on the forum-selection clause. The district court initially denied the motion to dismiss but, upon reconsideration, dismissed the complaint. The district court applied English law to the interpretation of the forum-selection clause because the contract stated that it was to be governed under the laws of England. The district court held that under English law the forum-selection clause was exclusive, and therefore, the action could only be brought in the England and Wales High Court of Justice. The district court additionally found that no strong public policies of South Carolina were violated by upholding the forum-selection clause. Albemarle appealed, arguing in part that enforcement of the forum-selection clause contravened South Carolina’s policy of disfavoring forum-selection clauses.