Tropical Shipping Co. v. Dammers & Van der Heide’s Scheepvaart en Handelsbedrijf BV

Dammers & Van der Heide’s Scheepvaart en Handelsbedrijf BV (Dammers) (plaintiff) sued Tropical Shipping Company (Tropical) (defendant) in the Netherlands, claiming that Tropical owed it money. Dammers also previously sued Tropical in Bordeaux, France, where it obtained an order sequestering a Tropical-owned vessel. Per Dammers, the Bordeaux proceeding was not pending because Tropical provided a court-authorized security to release the vessel. The French proceeding was limited in scope, with the parties retaining certain arguments. Tropical opposed the Dutch suit on the ground that Dutch courts did not have jurisdiction pursuant to the Brussels Convention of 1968 (convention). Specifically, Tropical argued that under convention Article 53, a company’s seat was where the company was domiciled, which was to be determined by the private-international-law rules that applied to the company. Tropical argued that French law governed the location of its domicile because Tropical was not incorporated in the Netherland and had its true seat in France (although Tropical was incorporated in Liberia). Tropical further asserted that Liberian law recognized its domicile as being in France. Dammers countered that (1) Dutch law applied; (2) under Dutch law, Liberian law governed the location of Tropical’s jurisdictional seat; and (3) under Liberian law, Tropical’s seat was in Liberia because Tropical was incorporated there. Additionally, Dammers argued that even if French law applied, Tropical was not domiciled in France because it did not comply with French corporate formalities and because its claimed French office was just a rarely used empty shell.