Second Circuit Is Not The Place To Judge Claims Of Fraud, Negligence, Breach Of Contract, Unjust Enrichment And Conversion Against The Holy See

Magi XXI, Inc. v. Stato Della Città Del Vaticano

Addressing the district court's dismissal of claims of fraud, negligence, breach of contract, unjust enrichment and conversion against the Holy See (the Vatican State), the U.S. Court of Appeals for the Second Circuit affirmed the lower court's ruling, finding that the venue was improper based on forum selection clauses in the relevant agreements. Magi XXI, Inc. v. Stato Della Città Del Vaticano, Case No. 12-568 (2d Cir., Apr. 30, 2013) (Droney, J.).

Plaintiff Magi XXI, Inc. of Long Beach, New York brought accusations of fraud, negligence, breach of contract, unjust enrichment and conversion against the Vatican State and its licensee and co-defendant Second Renaissance, LLC. Under a "Master License Agreement," the Vatican State had granted Second Renaissance the rights to produce and market reproductions and adaptations of artwork and artifacts of the Vatican Library collection. Second Renaissance was also granted the right to sublicense its rights. Magi was one such sub-licensee and had entered into several "Sublicense Agreements" with Second Renaissance for the production by Magi of "candles, chocolates, confections, flowers, stamps, wrapping paper/gift bags, and fundraising materials," which would all bear the name, logo, and seal of the Vatican Library. The Vatican State had approved the Magi sublicenses.

Magi's complaint alleged that Second Renaissance had failed to provide Magi with the contracted-for access to artwork and commercially usable images of the materials that Second Renaissance had licensed from the Vatican Library. According to Magi, Second Renaissance had misrepresented the nature of Second Renaissance's relationship with the Vatican State as well as the availability of certain images from the Vatican Library.

The district court granted the Vatican State's motion to dismiss for improper venue, where the Vatican State had cited to forum selection and choice of law clauses in the Magi Sublicense Agreements. Each sublicense contained identical forum selection clauses found in the Master License Agreement—which required, in part, that "[a]ny disagreements ... shall be resolved exclusively in the Sovereign State of Vatican City" and that "[a]ll disputes relating to this Agreement ... shall be governed by the laws of the Sovereign State of Vatican City." Maji appealed to a...er...higher authority.

Alas (for Maji) the 2d Circuit affirmed the ruling. Magi had not disputed that the...