Richards v. Lloyd’s of London

Over 600 United States citizens and residents (the Names) (plaintiffs) entered into underwriting agreements and suffered significant losses of capital. The Names sued the Corporation of Lloyd’s, the Society of Lloyd’s, the Council of Lloyd’s, and Lloyd's of London (collectively, Lloyd’s) (defendants) in federal court in the United States. Lloyd’s was an insurance underwriting market established and operating in England. To enter into the agreements, the Names were required to travel to England and personally sign the documents. The agreements between the Names and Lloyd’s contained choice-of-law and choice-of-forum provisions restricting any dispute to the jurisdiction of the laws and courts of England. The district court dismissed the claims based on the forum-selection and choice-of-law clauses. The Names appealed. The Names argued that the choice-of-forum and choice-of-law clauses were void because the Securities Act of 1933 and the Securities Exchange Act of 1934 (the acts) included antiwaiver provisions prohibiting investors from waiving the application of United States securities law. The Names further argued that the contract was purely domestic because Lloyd’s solicited them as customers in the United States, and the trip to England was merely symbolic. The Names asserted that if the contract was found to be international, then the choice clauses should be ignored on grounds including that the enforcement of the choice clauses would conflict with public policy.