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Fresh Results, LLC v. ASF Holland

United States Court of Appeals, Eleventh Circuit

April 22, 2019

FRESH RESULTS, LLC, a Delaware limited liability company, Plaintiff-Appellant,
v.
ASF HOLLAND, B.V., a Dutch corporation, Defendant-Appellee, TOTAL PRODUCE, PLC, an Irish public limited company, Defendant.

          Appeal from the United States District Court for the Southern District of Florida D.C. Docket No. 0:17-cv-60949-BB

          Before WILLIAM PRYOR and NEWSOM, Circuit Judges, and ROSENTHAL, [*] District Judge.

          WILLIAM PRYOR, CIRCUIT JUDGE

         The main issue presented by this appeal is whether the district court abused its discretion when it dismissed a complaint for forum non conveniens because it failed to consider all relevant public factors for each forum after determining that the private factors for the litigants were not in equipoise. Fresh Results, an American company, arranged bulk shipments of blueberries for ASF Holland, a Dutch company that repacks wholesale produce to sell to European customers. ASF Holland created reports about the results of its inspection of the shipments, and those reports determined the final price it paid for the blueberries. Fresh Results filed a complaint against ASF Holland in the Southern District of Florida, alleging that it had falsified the reports and fraudulently deflated the price. ASF Holland moved to dismiss the complaint on the ground that the Netherlands was a more convenient forum for the suit, and the district court agreed. After concluding that the interests of the litigants-the so-called "private factors"-were not in equipoise, the district court ruled that it need not consider all relevant "public factors" for each forum and dismissed the complaint so that the litigation could proceed in the Netherlands. The district court derived the equipoise standard from dicta in our precedent, La Seguridad v. Transytur Line, 707 F.2d 1304, 1307 (11th Cir. 1983), that we have since recited in dicta in other cases. Fresh Results contends that the district court abused its discretion when it weighed the private factors in favor of dismissal and when it failed to consider the relevant public factors. Because we agree that the district court abused its discretion when it failed to consider the relevant public factors and committed two errors in its analysis of the private factors, we vacate and remand.

         I. BACKGROUND

         This appeal concerns a blueberry deal that soured. Fresh Results, an American company, acts as a sales agent for growers of produce in South America. In 2015, Fresh Results arranged bulk shipments of blueberries for two seasons for ASF Holland, a Dutch company that buys wholesale produce to repack and sell to customers in Europe.

         To initiate a shipment, ASF Holland would request blueberries from Fresh Results at a reference price that purportedly reflected its anticipated net returns. When Fresh Results received the request, it would coordinate with the growers to fulfill the order. The growers would send the blueberries from South America directly to the Netherlands by air freight. When the shipment arrived, ASF Holland was responsible for inspecting, sorting, and repacking the blueberries in a timely manner. It would then send Fresh Results several reports on the shipment, with details of its inspection, sorting, sales prices, and expenses. Fresh Results used the reports to adjust the reference price and create an invoice for ASF Holland with the final price. ASF Holland would remit the invoice amount to Fresh Results in Florida.

         During the second season, one of the growers hired an auditor to make an unannounced inspection of a blueberry shipment at ASF Holland's facility in the Netherlands. The auditor allegedly discovered that the blueberries were still in their original freight package, even though ASF Holland had reported to Fresh Results that the shipment had been inspected, sorted, and repacked. After learning of the auditor's inspection, Fresh Results demanded that ASF Holland pay the market price for each shipment of blueberries it had received, but ASF Holland refused.

         Fresh Results filed a complaint, which it later amended, against ASF Holland in the Southern District of Florida. Fresh Results asserted claims of breach of contract, negligent misrepresentation, fraud, conversion, and tortious interference with its business relationship with the growers. It alleged that ASF Holland fraudulently promised a high reference price but then deflated the actual price it paid by sending false reports. According to Fresh Results, ASF Holland manipulated the price by understating the amount paid by its European customers and by falsely inflating its expenses in the reports. ASF Holland informed the district court that it would pursue counterclaims against Fresh Results for sending substandard blueberries.

         ASF Holland then moved to dismiss the complaint for failure to state a claim and forum non conveniens. It argued that the Netherlands was a more convenient forum for the dispute. ASF Holland presented an affidavit from Ronald Jongbloed, its managing director, in which he asserted that the important documents and witnesses are in the Netherlands. And it presented an affidavit from Sebastiaan Moolenaar, a Dutch lawyer, in which he asserted that Fresh Results can obtain relief for all its claims in the Netherlands and that the United States has no treaty with the Netherlands for the reciprocal enforcement of judgments.

         The district court granted the motion on the ground that forum non conveniens warranted dismissal. Although it explained that a strong presumption favors Fresh Results' choice of forum, the court ruled that the private factors weighed in favor of dismissal. It reasoned that most sources of proof needed to prove Fresh Results' claims are in the Netherlands, where the blueberries were delivered, repacked, and sold and where the reports were allegedly falsified. Although Fresh Results contended that the South American growers were willing to participate in litigation only in the United States and not in the Netherlands, the district court disregarded the growers' testimony as a source of proof because they were not parties. And it weighed in favor of dismissal the possibility for view of ASF Holland's facility in the Netherlands. Because the United States has no treaty with the Netherlands for the reciprocal enforcement of judgments, the court concluded that Fresh Results would inevitably have to litigate in the Netherlands to enforce a judgment if it obtained one, so it weighed the enforceability of a judgment in favor of dismissal.

         The district court decided that it need not consider the public factors if the private factors were not "in equipoise or near equipoise," relying on King v. Cessna Aircraft Company, 562 F.3d 1374, 1382 (11th Cir. 2009) (quoting La Seguridad, 707 F.2d at 1307). It then concluded that all "the private interest factors align in favor of Defendant's position and are thus not [in] equipoise, [so] it need not engage in an exhaustive analysis of all public interest[] factors." The court also concluded that "[n]onetheless, the public interest factors favor dismissal as well," but it discussed only one public factor, choice of law, and weighed that factor in favor of dismissal because Dutch law would likely apply. The court dismissed the complaint for forum non conveniens and declined to decide the other grounds for dismissal asserted by ASF Holland.

         II. STANDARD OF REVIEW

         Because "[t]he forum non conveniens determination is committed to the sound discretion of the trial court," we review for abuse of discretion. Piper Aircraft Co. v. Reyno, 454 U.S. 235, 257 (1981). "[W]here the court has considered all relevant public and private interest factors, and where its balancing of these ...


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