The opinion of the court was delivered by: Urbina, District Judge.
Granting the Defendants' Motion to Dismiss the Complaint
This matter comes before the court upon the motion of the
defendants, former Greek Prime Minister Vaso Papandreou, the
Ministry of Tourism of Greece and the Greek National Tourist
Organization, to dismiss the complaint of the plaintiffs,
Rosemarie Marra and Marrecon Enterprises, S.A. Defendants seek
to dismiss the complaint on the grounds that the District of
Columbia is a forum non conveniens and that the parties'
contract selected Greece as the forum for disputes related to
the contract. For the reasons which follow, the court holds
that according to the plaintiffs' own translation of the
contract, the forum-selection clause is both enforceable and
applicable. Accordingly, the court will grant summary judgment
to the defendants on the ground of the forum-selection clause.
The Court does not reach the defendant's request to dismiss the
complaint on the ground of forum non conveniens.
The plaintiffs in this action are Marrecon Enterprises, S.A., a
Liberian corporation with its principal place of business in
New York ("Marrecon") and its sole shareholder, Rosemarie
Marra, who is a citizen and resident of New York. See Compl.
¶¶ 4,5. The defendants are the Greek Minister of Tourism Vaso
Papandreou, the Ministry of Tourism of Greece ("the Ministry")
and the Greek National Tourist Organization ("GNTO")
(collectively, "the Greek government"). The GNTO is owned and
operated by the Greek government. See Compl. ¶ 8.
The Greek government revoked a casino license which had been
granted to Marrecon and its partners. Marra alleges that the
revocation breached the Greek government's contract with
Marrecon and its partners and unlawfully expropriated their
B. The Solicitation, Submission and Approval of Casino
Pursuant to Law 2206, the Minister of Tourism issued
"Resolution 920" on June 6, 1994. Resolution 920 announced a
competition for casino licenses and required bidders to submit
bids, written in Greek, to the Ministry in Athens. See Brusca
Dec., Ex B ¶ 4. Bidders were required to deposit two million
drachmas with the Bank of Greece. See id. ¶ 7.2.
On September 9, 1994, Marrecon and six corporate partners ("the
consortium") jointly submitted a bid for a license to develop
and operate a casino/hotel/marina complex in the Flisvos
district of Attica.*fn1 On January 31, 1995, the Ministry
awarded a license to the consortium. See id., Ex. G.
Resolution 37 contained a forum-selection and choice-of-law
In January 1995, the consortium paid a license fee of eleven
billion drachmas ($44 million). See Compl. ¶¶ 3, 18. Under the
terms of Law 2206 and the consortium's license, the Greek
government was entitled to receive annual license-renewal fees,
30% of the casino's gross revenue, and a convention center
constructed by the consortium. See Marra Dec.*fn2 ¶ 23.
After thirty years, title to the casino, marina and hotel would
pass to the government. See id. ¶ 19.
C. The Revocation of the Consortium's Casino License
In October 1995, the Prime Minister resigned and his successor
appointed defendant Papandreou as Minister of Development.
See Marra Dec. ¶ 40. On February 7, 1996, Marra alleges,
Minister Papandreou publicly stated that she would honor all
agreements entered into by her predecessor. See Compl. ¶ 20.
In March 1996, the Greek State Council issued an opinion that
the resolution awarding the casino licenses (Resolution 37) was
revocable under Greek law. See Brusca Dec., Ex. H at 15-18,
20-23. Likewise, the Government License Committee issued an
opinion stating that Resolution 37 was not legal. See id.,
Ex. I at 6. On May 21, 1996, the Minister retroactively revoked
the consortium's license. See Compl. ¶ 21. The government
proffered five reasons in support of the revocation, all
turning on the interpretation of Greek law.
In October 1996, the Greek government refunded the $41 million
license fee paid by the consortium (without interest for the 21
months the Greek government held the funds).
D. Procedural History of this Action
Marra filed suit in this court in June 1996, alleging breach of
contract and unlawful expropriation. See Compl. ¶¶ 23-26.
Marra seeks $1.6 billion in damages, plus interest, costs and
attorneys fees. The Greek government moved to dismiss the
complaint on the grounds that the action is barred by (1) the
Foreign Sovereign Immunities Act of 1976 ("FSIA"), 28 U.S.C. § 1330,
1602-1611; (2) the Act of State doctrine; (3) the
doctrine of forum non conveniens; (4) lack of standing; and
(5) lack of personal jurisdiction.
Subsequently Marra moved for permission to conduct discovery
relating to the grounds asserted in the motion to dismiss. The
requested discovery included depositions of high-ranking Greek
officials. In September 1997 the court decided to determine
FSIA jurisdiction before considering the government's other
defenses. Accordingly, the court granted discovery on the FSIA
issue (relating to the defendants' efforts to solicit casino
investment funds in the United States). The court denied
without prejudice the defendants' motion to dismiss.
In November 1997 the Greek government sought and received
mandamus relief in the United States Court of Appeals for the
District of Columbia Circuit. See In re Minister Papandreou,
139 F.3d 247 (D.C.Cir. 1998). In June 1998, the Court of
Appeals instructed this court to explore potentially
dispositive non-FSIA jurisdictional defenses before ordering
discovery of Greek officials on the FSIA issue. See id. at
254. After remand, this court stayed all discovery pending
resolution of dispositive motions. The defendants then filed
the instant motion.
E. Actions in Greek Courts Concerning the Consortium's
In July 1996 the consortium itself filed a petition in a Greek
administrative court to nullify the revocation of its license.
See id., Ex. O. In January 1997, the court denied the
petition, see id. at p. 27, and the consortium appealed. See
id., Ex. P. In addition, the consortium filed an action in
Greek civil court seeking compensation. The civil court denied
the requested relief and the consortium has appealed. Both
appeals are still pending. See id. ¶¶ 1, 2.
The defendants contend that the complaint must be dismissed on
the grounds that a contractual forum-selection clause requires
Marra to litigate this matter in Greece. In support of that
motion, the defendants submit exhibits which go far beyond the
pleadings; likewise, plaintiffs' opposition relies upon
affidavits and other exhibits. Accordingly, the court treats
the motion as a motion for summary judgment. See Fed.R.Civ.P.
12(b); Fed.R.Civ.P. 56.
A. The Standard for Summary Judgment
Summary judgment is appropriate upon a finding that "there is
no genuine issue as to any material fact and that the moving
party is entitled to a judgment as a matter of law."
Fed.R.Civ.P. 56(c). The substantive law upon which a claim
rests determines which facts are "material." See Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91
L.Ed.2d 202 (1986). If a fact bears upon an essential element
of the legal claim, then it is material; otherwise, it is not.
See Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct.
2548, 91 L.Ed.2d 265 (1986). To prevail on a motion for summary
judgment, the moving party bears the burden of establishing
that there are no genuine issues of material fact and that the
nonmoving party has failed to offer sufficient evidence to
support a valid claim. See Anderson, 477 U.S. at 256, 106
S.Ct. 2505; Celotex, 477 U.S. at 325, 106 S.Ct. 2548. In
ruling on the motion, the court must accept the evidence of the
nonmoving party as true and must draw all justifiable
inferences in favor of the nonmoving party. See Anderson, 477
U.S. at 255, 106 S.Ct. 2505. It is not sufficient, however, for
the nonmovant to establish a "mere . . . scintilla of evidence
in support of [its] position . . .; there must be evidence on
which the jury could reasonably find" for the nonmovant. Id.
at 252, 106 S.Ct. 2505. If the evidence in favor of the
nonmovant "is merely colorable, or is not significantly
probative, summary judgment may be granted." Id. at 249-50,
106 S.Ct. 2505 (citations omitted).
B. Contractual Forum-Selection Clause