Howe v. Goldcorp Investments, Ltd.

Reginald Howe (plaintiff) was an American shareholder of Goldcorp Investments, Ltd. (Goldcorp) (defendant). Goldcorp was a Canadian corporation. Its shares traded on Canadian stock exchanges, not United States stock exchanges. Goldcorp had limited contacts with the United States. It sold shares to United States residents only if the shares were bought in Canada. It sent annual reports and similar materials, including to American shareholders, but as part of general worldwide mailings. It distributed dividends to shareholders wherever shareholders lived, not just to the United States. Goldcorp employees occasionally communicated with and responded to questions from American stockbrokers. Goldcorp’s American shareholders, including Howe, owned nearly one-third of its shares. Goldcorp acquired two companies that owned assets in the United States and had some American shareholders and thus had to comply with the United States Securities and Exchange Commission. Goldcorp’s shares fell dramatically after it acquired the two companies. Howe sued Goldcorp in the United States for fraud, misrepresentation, breach of fiduciary duty, and alleged violations of securities laws and other statutes. Except for Howe, no other resident of the United States had any relevant knowledge about these allegations. The district court dismissed the action based on forum non conveniens. Howe appealed.