Ambraco, Inc. v. Bossclip B.V.

IN THE UNITED STATES COURT OF APPEALS
FOR THE FIFTH CIRCUIT United States Court of Appeals
Fifth Circuit

FILED
May 28, 2009

No. 07-30727 Charles R. Fulbruge III
Clerk

AMBRACO INC; GREAT AMERICAN INSURANCE COMPANY

Plaintiffs-Appellants
v.

BOSSCLIP B V, in personam; DOCKENDALE SHIPPING COMPANY LTD,
in personam; FAITH SHIPPING COMPANY LTD, in personam

Defendants-Appellees
------------------------------------------------------------------------------------------------------------

Consolidated With
Case No. 07-31156

AMBRACO INC; GREAT AMERICAN INSURANCE COMPANY

Plaintiffs-Appellants
v.

CLIPPER FAITH MV, her engines, tackle, apparel, furniture, etc, in rem;
BOSSCLIP B V, in personam; DOCKENDALE SHIPPING COMPANY LTD,
in personam; FAITH SHIPPING COMPANY LTD, in personam

Defendants-Third Party Defendants-Appellees
v.

PACORINI HOLDING, LLC

Defendant-Third Party Plaintiff-Appellant
 Appeals from the United States District Court
for the Eastern District of Louisiana

Before GARWOOD, DENNIS, and PRADO, Circuit Judges.
PRADO, Circuit Judge:
Plaintiff-Appellant Ambraco, Inc. (“Ambraco”) contracted with Defendants-
Appellees M/V Clipper Faith (“Clipper Faith”), Bossclip B.V. (“Bossclip”),
Dockendale Shipping Co., Ltd. (“Dockendale”), and Faith Shipping Co., Ltd.
(“Faith”) (collectively “Vessel Interests”) to transport a cargo of bailer twine from
Brazil to New Orleans, Louisiana. The cargo was damaged while in the custody
of the Vessel Interests or Defendant–Third-Party Plaintiff–Appellant Pacorini
Holding, L.L.C. (“Pacorini”), the cargo’s discharging stevedore. Ambraco filed a
maritime cargo damage case against the Vessel Interests and Pacorini. The
district court dismissed the claims against the Vessel Interests for improper
venue based upon a forum selection clause in the contracts of carriage, which are
known commonly as bills of lading. Ambraco appeals the district court’s
dismissal of its claims against the Vessel Interests, asserting that the forum
selection clause is invalid as a violation of the public policy codified in the
Carriage of Goods by Sea Act (“COGSA”), Pub. L. No. 74-521, ch. 229, 49 Stat.
1207 (reprinted in the notes to 46 U.S.C. § 30701).
In a consolidated case, Pacorini appeals the district court’s dismissal of its
third-party complaint for indemnification against the Vessel Interests. The
district court dismissed Pacorini’s claims after finding that Federal Rule of Civil
Procedure 14(c) was not available because the Vessel Interests were not true
“third-party defendants” under Rule 14(c). Pacorini asserts that Rule 14(c)
expressly provides that a third-party plaintiff may implead a third-party
defendant who may be liable to it for contribution or indemnity. For the
following reasons, we affirm in part, vacate in part, and remand.

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I. FACTUAL AND PROCEDURAL BACKGROUND
Ambraco delivered several thousand bales of bailer twine to the Vessel
Interests, who were to transport this cargo from Brazil to the United States on
the Clipper Faith, an ocean-going cargo vessel owned by Faith. Pacorini acted
as the cargo’s discharging stevedore in New Orleans.
The cargo was covered by seventeen bills of lading, all identical in terms
and conditions, issued by Bossclip to the other Vessel Interests. The bills of
lading contained three clauses critical to the present dispute:
1. Definitions
(a) “Carrier” means the carrier as stipulated on page 2 of this bill of
lading, and insofar as carriage by sea is concerned, the registered
owner of the vessel.
2. Jurisdiction
The contract evidenced by this bill of lading shall be governed by
English law and any disputes thereunder shall be determined in
England by the High Court of Justice in London according to
English law to the exclusion of the courts of any other country.
....
5. Clause Paramount
(d) If the carriage is to or from the U.S., the Carriage of Goods By
the Sea Act 1936 of the United States (“COGSA”) shall apply
(whether the goods are stowed on or under deck) . . . .
These bills of lading were issued on December 28, 2005, and their validity is not
in question.
When the cargo arrived in New Orleans, Ambraco discovered extensive
damage to the bailer twine. Ambraco immediately instituted proceedings to seek
compensation from the Vessel Interests and Pacorini for the damage to its cargo.
First, Ambraco threatened to arrest, or seize, the vessel to gain in
rem jurisdiction over the ship. The parties agreed to issue a Letter of

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Undertaking in the amount of $2,000,000 to stand in the place of the ship for
purposes of any future in rem action. On November 14, 2006, Ambraco filed an
original complaint in the District Court for the Eastern District of Louisiana
against the Vessel Interests. One month later, the named in personam
appellees—Bossclip, Dockendale, and Faith—filed responsive pleadings raising
a defense of improper venue. On March 3, 2007, Ambraco filed a supplemental
and amended complaint naming Pacorini as an additional defendant. On May
21, 2007, Faith made a restricted appearance as the owner of the Clipper Faith
to defend Ambraco’s in rem action.
On April 26, 2007, the in personam Vessel Interests filed a motion to
dismiss Ambraco’s claims based upon the forum selection clause contained in the
bills of lading. The district court dismissed the entire case on May 25, 2007. The
district court held that the forum selection clause in the bills of lading required
all disputes to be adjudicated in the High Court of England. Thus, the district
court held that it lacked jurisdiction over the claim. Although Ambraco had
amended its complaint to include a claim against Pacorini, Pacorini had not
appeared by the time the district court dismissed the suit.
Ambraco moved under Federal Rule of Civil Procedure 59(e) to alter or
amend the judgment. In support, Ambraco submitted an affidavit on issues of
English law from English solicitor Mark Andrew Lloyd (“Lloyd”). The Vessel
Interests disputed the motion to alter or amend the judgment and contested the
introduction of Lloyd’s affidavit. The district court denied Ambraco’s motion to
alter or amend the judgment, again concluding that the forum selection clause
was valid and divested the district court of jurisdiction over the claim.
The district court did, however, partially reopen the case, clarifying that
its judgment dismissing the Vessel Interests’ claims did not extend to Ambraco’s
claims against Pacorini. The district court also asserted jurisdiction over the

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Letter of Undertaking, thus maintaining jurisdiction over the res. On July 18,
2007, Pacorini filed an answer and a third-party complaint under Federal Rule
of Civil Procedure 14(c), naming the dismissed Vessel Interests as third-party
defendants to Ambraco’s suit against Pacorini. On October 3, 2007, the Vessel
Interests filed a motion to dismiss Pacorini’s claims and the district court
granted this motion on November 5, 2007, holding that Rule 14(c) was not
available to implead parties previously dismissed from the suit. After denying
Pacorini’s motion for reconsideration, the district court granted Pacorini’s motion
to certify the order dismissing the third-party complaint as a final judgment
under Federal Rule of Civil Procedure 54(b). The court entered final judgment
dismissing the case with prejudice on January 10, 2008.
II. JURISDICTION AND STANDARD OF REVIEW
The district court had admiralty jurisdiction over the case pursuant to 28
U.S.C. § 1333. This court has jurisdiction under 28 U.S.C. § 1291, as the appeal
arises from a final judgment entered by the district court.
This court reviews the district court’s decision to enforce a forum selection
clause de novo. Ginter ex rel. Ballard v. Belcher, Prendergast & Laporte, 536
F.3d 439, 441 (5th Cir. 2008). “Our de novo review under either Rule 12(b)(1) or
Rule 12(b)(3) requires us to view all the facts in a light most favorable to the
plaintiff.” Id. at 448 (Dennis J., dissenting).1 “Moreover, under both Rule
12(b)(1) and Rule 12(b)(3), the court is permitted to look at evidence in the record
beyond simply those facts alleged in the complaint and its proper attachments.”
Id. at 449 (citing Lane ex rel. Lane v. Halliburton, 529 F.3d 548, 557 (5th Cir.

1
“[T]his court on at least [three] previous occasions has declined to address the
‘enigmatic question of whether motions to dismiss on the basis of forum selection clauses are
properly brought as motions under FED . R. CIV . P. 12(b)(1) [or] 12(b)(3).’” Ginter, 536 F.3d at
448 (Dennis J., dissenting) (quoting Lim v. Offshore Specialty Fabricators, Inc., 404 F.3d 898,
902 (5th Cir. 2005)); see Haynsworth v. The Corporation, 121 F.3d 956, 961 (5th Cir. 1997).
We once again decline to settle this dispute.

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2008) (“[T]he court may find a plausible set of facts by considering any of the
following: (1) the complaint alone; (2) the complaint supplemented by the
undisputed facts evidenced in the record; or (3) the complaint supplemented by
undisputed facts plus the court’s resolution of disputed facts.” (internal
quotation marks omitted))); Murphy v Schneider Nat’l Inc., 362 F.3d 1133,
1138–40 (9th Cir. 2004) (holding that, in the absence of factual findings made by
the district court based upon an evidentiary hearing, affidavits and other
evidence submitted by the non-moving party in the context of a Rule 12(b)(3)
challenge are to be viewed in the light most favorable to that party).
This court also reviews the district court’s order dismissing Pacorini’s
third-party claims de novo. See Lane, 529 F.3d at 557.
III. ANALYSIS
A. Enforcement of the Forum Section Clause
On appeal, Ambraco argues that the forum selection clause in the bills of
lading are invalid as the forum selection clause contradicts the public policy
evidenced in COGSA, specifically § 3(8), which limits a common carrier’s freedom
to lessen the minimum liability contained in the Act.2 The district court held
that the forum selection clause did not violate public policy and that the clause,
as enforced, divested the court of jurisdiction.
Section 3 of COGSA provides “explicit standards of conduct, and it is
designed to correct specific abuses by carriers.” Vimar Seguros y Reaseguros,
S.A. v. M/V Sky Reefer, 515 U.S. 528, 534 (1995). “In the 19th century it was a
prevalent practice for common carriers to insert clauses in bills of lading

2
Ambraco has filed what it terms a “protective claim” in the High Court of Justice in
London. The Vessel Interests suggest that by filing this claim in the English courts, Ambraco
has tacitly acknowledged that the English courts are the correct forum in which to seek relief.
The district court correctly concluded that Ambraco’s pursuit of its claim in England, and
thereby its attempt to protect its interests in English courts, was nothing more than common
sense.

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exempting themselves from liability for damage or loss, limiting the period in
which the plaintiffs had to present their notice of claim or bring suit, and
capping any damage awards per package.” Id. at 534–35. COGSA imposes
“substantive obligations and particular procedures” with which carriers
participating in international maritime commerce must comply; most critically,
Ҥ 3(8) prohibits a carrier from altering [its substantive obligations] to its
advantage in a bill of lading.” Id. at 535. Section 3(8) provides,
Any clause, covenant, or agreement in a contract of carriage
relieving the carrier or the ship from liability for loss or damage to
or in connection with the goods, arising from negligence, fault, or
failure in the duties and obligations provided in this section, or
lessening such liability otherwise than as provided in this chapter,
shall be null and void and of no effect.
COGSA § 3(8).
While COGSA states that carriers may not lessen their liability beyond
that stipulated to by law, COGSA does not prohibit parties from agreeing to
enforce the bill of lading provisions in a particular forum. Sky Reefer, 515 U.S.
at 535.3 Thus, a choice-of-forum clause is presumptively valid. M/S Bremen v.
Zapata Off-Shore Co., 407 U.S. 1, 15 (1972). It will, however, be “held
unenforceable if enforcement would contravene a strong public policy of the
forum in which suit is brought, whether declared by statute or by judicial
decision.” Id. The critical inquiry to determining whether a clause violates
public policy is whether “the choice-of-forum and choice-of-law clauses operated

3
COGSA was “the culmination of a multilateral effort” to establish “a uniform system
of international rules governing carrier and shipper liability.” Haynsworth, 121 F.3d at 968.
The international community developed this uniform system, known internationally as the
Brussels Convention for the Unification of Certain Rules Relating to Bills of Lading, Aug. 25,
1924, 51 Stat. 233, 120 L.N.T.S. 155 (“Hague Rules”), specifically to govern disputes such as
that before us—disputes over the liability of shippers and carriers participating in
international trade. The Hague Rules and COGSA—the domestic version of the Hague
Rules—are meant to be applied in international forums of dispute resolution. See Sky Reefer,
515 U.S. at 536–37.

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in tandem as a prospective waiver of a party’s right to pursue statutory
remedies.” Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S.
614, 637 n.19 (1985); see Mitsui & Co. (USA), Inc. v. Mira M/V, 111 F.3d 33, 36
(5th Cir. 1997) (per curiam); see also Haynsworth v. The Corporation, 121 F.3d
956, 963 (5th Cir. 1997) (recognizing the holding in Mitsui as binding precedent
that rejected a distinction between foreign arbitration clauses and forum
selection clauses). “The party resisting enforcement on these grounds bears a
‘heavy burden of proof.’” Haynsworth, 121 F.3d at 963 (quoting Bremen, 407
U.S. at 17).
Ambraco presents two arguments for why enforcement of the forum
selection clause and the choice-of-law provisions would lessen the statutory
remedies available under COGSA. First, Ambraco argues that English courts
will not recognize the Vessel Interests as “carriers,” thus impermissibly
lessening the Vessel Interests’ liability below that which COGSA guarantees.
Second, Ambraco argues that English courts do not permit in rem actions, and
that the right to an in rem action is substantively guaranteed.
1. In personam actions
It is undisputed that the bills of lading provide that the English High
Court is the forum for all disputes. English courts have “repeatedly [been]
recognized to be fair and impartial.” Haynsworth, 121 F.3d at 967. As the
Supreme Court stated, “Plainly, the courts of England meet the standards of
neutrality and long experience in admiralty litigation.” Bremen, 407 U.S. at 12.
Thus, English courts themselves may be presumed to be fair. The Supreme
Court’s decision in Sky Reefer requires us, however, to look beyond this
presumption of fairness to discern whether the English courts, in addressing the
present dispute, will impermissibly limit the Vessel Interests’ liability.

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The clause paramount of the bill of lading provides that “[i]f the carriage
is to or from the U.S., the Carriage of Goods By the Sea Act 1936 of the United
States (“COGSA”) shall apply.” Despite this clause paramount, Ambraco asserts
that English courts will apply English law. A brief examination of English
decisions, however, suggests that English courts are likely to apply COGSA if
the parties intended American law to govern the dispute. For example, the
Queen’s Bench (a subdivision of the English High Court) considered what role
American law should play when an “English law charter-party[ 4 ] incorporates
an USA clause paramount” in Mauritius Oil Refineries Ltd. v. Stolt-Nielsen
Nederlands B.V. (The Stolt Sydness), [1997] 1 Lloyd’s Rep. 273. The “clause
paramount” at issue expressly incorporated COGSA into the bill of lading. Id.
at 274. The English court considered what effect to give this clause paramount
and held that, generally, the terms of COGSA would be incorporated as terms
of the contract. Id. at 281. Thus, the English court honored the clear intention
of the parties to incorporate COGSA into the contract.
The English House of Lords, in Scruttons Ltd. v. Midland Silicones, Ltd.,
1962 WL 21259, [1962] A.C. 446 (H.L.), considered whether “stevedores, who
admittedly by their negligence caused damage to certain cargo consigned to the
[plaintiffs] under a bill of lading . . . , can take advantage of a provision for
limitation of liability contained in that document,” id. at 465. The bill of lading

4
Black’s Law Dictionary defines “charter-party” as
[a] contract by which a ship . . . is let to a merchant for the conveyance of goods
on a determined voyage to one or more places. . . . The term “charter party” . . .
designates the document in which are set forth the arrangements
and contractual engagements entered into when one person . . . takes over the
use of the whole . . . of a ship belonging to another.
BLACK ’S LAW DICTIONARY 162 (6th ed. 1991).

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at issue included a choice-of-law provision which stipulated that COGSA would
apply to all disputes over the transportation of the cargo. Id. at 449. The
stevedores argued that the bill of lading contained a clause limiting liability for
all “carriers,” which they asserted COGSA defines as including stevedores. Id.
The House of Lords found that there was “no reason for saying that the word
‘carrier’ either in the bill of lading or in the United States [COGSA] means or
includes a stevedore.” Id. at 466. The court relied upon Robert C. Herd & Co.
v. Krawill Machinery Corp., 359 U.S. 297 (1959), in which the Supreme Court
held that COGSA did not define “carrier” to include stevedores and did not
intend the limitation on liability to extend to stevedores, id. at 302–03.
Although the English court eventually applied English law to fill the gaps left
by the American law, this decision persuades us that English courts will honor
the parties intention to apply COGSA and make every attempt to comply with
American law.
In addition, Ambraco has provided no convincing evidence that an English
court, applying COGSA, would impermissibly limit the Vessel Interests’
liability.5 Thus, this court must assume that English courts of law would honor

5
Ambraco has provided two sources of support for its contention that English courts
will lessen the Vessel Interests’ liability, neither of which provide this court much guidance.
First, Ambraco urges this court to consider an affidavit by English solicitor Lloyd. Lloyd’s
affidavit discusses only the English courts’ application of English law to disputes such as
these, not the English courts’ application of COGSA. In fact, Lloyd begins his analysis “on the
basis that English law would be deemed to be applicable.” In addition, Ambraco relies upon
a decision out of the Southern District of New York; however, the case is distinguishable from
the facts at hand because it too considered only an English court’s interpretation of English
law, not the English court’s interpretation of COGSA. See Cent. Nat’l-Gottesman, Inc. v. M.V.
“Gertrude Oldendorff,” 204 F. Supp. 2d 675 (S.D.N.Y. 2002). As discussed above, this court
has not been asked to decide whether English courts applying English law would lessen
liability beyond that required by COGSA, but rather, whether English courts applying COGSA
will impermissibly lessen the Vessel Interests’ liability. We find Ambraco’s submissions on
this point unhelpful.

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the clause paramount in the bills of lading and apply COGSA to the dispute at
hand. Accordingly, we hold that Ambraco has not met its high burden of proving
that “the choice-of-forum and choice-of-law clauses operate[] in tandem as a
prospective waiver of a party’s right to pursue statutory remedies.” Mitsubishi,
473 U.S. at 637 n.19.
2. In rem actions
Ambraco also argues that enforcement of the forum selection clause would
lessen the Vessel Interests’ liability because of the unavailability of an in rem
action against the Clipper Faith. English courts no longer recognize an in rem
action “when the ship owner is entitled to sovereign immunity, nor when the
plaintiff has already obtained [or is seeking] judgment against the shipowner in
personam in relation to the same dispute.” Martin Davies, In Defense of
Unpopular Virtues: Personification and Ratification, 75 T UL. L. R EV. 337, 342
(2000). Thus, if an in rem action is a substantive right protected under COGSA
§ 3(8), a failure to provide an in rem action might be unreasonable as against
COGSA public policy. See Allianz Ins. Co. v. Cho Yang Shipping Co., 131 F.
Supp. 2d 787, 794 (E.D. Va. 2000). We need not, however, decide this thorny
issue here. The district court’s preservation of jurisdiction over the ship—here
in the form of a surety bond—moots issue of the need for a separate in rem
action. See Thyssen, Inc. v. Calypso Shipping Corp., S.A., 310 F.3d 102, 107 (2d
Cir. 2002) (per curiam) (holding that “[a] letter of undertaking replaces the
vessel as the res and moots the question of the need for separate in rem claim”).
Accordingly, we hold that Ambraco has not proven that the enforcement
of the forum selection clause in the bills of lading would violate public policy.
Ambraco’s failure to meet this heavy burden is fatal to its claim. Cf. Sky Reefer,
515 U.S. at 537 (holding that “[i]t would also be out of keeping with the objects

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of the [Hague Rules] for the courts of this country to interpret COGSA to
disparage the authority or competence of international forums for dispute
resolution” absent a showing that the foreign court would issue a holding
contrary to public policy).6 We therefore affirm the district court’s order
dismissing Ambraco’s claims against the Vessel Interests.
B. Rule 14(c)
In a consolidated case, Pacorini appeals the district court’s dismissal of its
claim for contribution or indemnity under Federal Rule of Civil Procedure 14(c).
The district court dismissed Pacorini’s Rule 14(c) tender of the Vessel Interests
to Ambraco and Pacorini’s claims against the original defendants/third-party
defendants. The district court held that Rule 14(c) was not available to bring
claims against third-party defendants who had already been a party to the suit
as original defendants, and it suggested that the proper mechanism for bringing
these types of claims was through Rule 13(g). Pacorini appeals only that part
of the district court’s order which dismissed its claim for contribution or
indemnification against the Vessel Interests.7

6
The Vessel Interests also argue that even if the English courts were to interpret the
term “carrier” narrowly, Ambraco would still be able to recover the full amount of its loss from
Faith. The Vessel Interests point to no authority to support their contention. Thus, their
argument is insufficient to raise the claim on appeal and they have waived it. See FED . R. APP .
P. 28(a)(9) (requiring an appellant to state its “contentions and the reasons for them, with
citations to the authorities and parts of the record on which the appellant relies”); United
States v. Lindell, 881 F.2d 1313, 1325 (5th Cir. 1989).
7
The district court, however, properly dismissed Pacorini’s tender of the Vessel
Interests to Ambraco. Ambraco’s direct action against the Vessel Interests had already been
dismissed pursuant to the forum selection clause and any tender would violate the public
policy—announced in Bremen, 407 U.S. at 9—of enforcing forum selection clauses. See Texaco
Exploration & Prod. Co. v. AmClyde Engineered Prods. Co., 243 F.3d 906, 909–12 (5th Cir.
2001) (refusing “to create a Rule 14(c) exception that would allow third parties unilaterally to
nullify an arbitration clause,” and staying the litigation below pending the outcome of the
arbitration).

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The district court held that Pacorini could have brought its claims against
the Vessel Interests by asserting a cross-claim under Rule 13(g). Rule 13(g)
provides,
A pleading may state as a crossclaim any claim by one party against
a coparty if the claim arises out of the transaction or occurrence that
is the subject matter of the original action or of a counterclaim, or
if the claim relates to any property that is the subject matter of the
original action. The crossclaim may include a claim that the coparty
is or may be liable to the cross-claimant for all or part of a claim
asserted in the action against the cross-claimant.
F ED. R. C IV. P. 13(g). By its terms, Rule 13(g) requires the cross-claimant to be
a party to the lawsuit at the time the cross-claim is asserted. However, by the
time Pacorini asserted its claims against the Vessel Interests, the Vessel
Interests had already been dismissed from the suit and were no longer a party
to the underlying suit; thus, a cross-claim under Rule 13(g) was no longer an
available mechanism for asserting Pacorini’s claims against the Vessel Interests.
The district court therefore erred in holding that Pacorini’s claims could have
been properly brought under Rule 13(g).
Instead, Pacorini properly brought its claims pursuant to Rule 14(c). Rule
14(c) provides,
(1) Scope of Interpleader. If a plaintiff asserts an admiralty or
maritime claim under Rule 9(h), the defendant or a person who
asserts a right under Supplemental Rule C(6)(a)(I) may, as a third-
party plaintiff, bring in a third-party defendant who may be wholly
or partly liable—either to the plaintiff or to the third-party
plaintiff—for remedy over, contribution, or otherwise on account of
the same transaction, occurrence, or series of transactions or
occurrences.
(2) Defending Against a Demand for Judgment for the Plaintiff.
The third-party plaintiff may demand judgment in the plaintiff’s
favor against the third-party defendant. In that event, the

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third-party defendant must defend under Rule 12 against the
plaintiff’s claim as well as the third-party plaintiff’s claim; and the
action proceeds as if the plaintiff had sued both the third-party
defendant and the third-party plaintiff.
F ED. R. C IV. P. 14(c). That is, Rule 14(c) permits a defendant to implead a third-
party defendant for two purposes: (1) to seek contribution or indemnification
from the third-party defendant, and (2) to tender the third-party defendant to
the plaintiff. See Tex. A & M Research Found. v. Magna Transp., Inc., 338 F.3d
394, 399–400 (5th Cir. 2003) (recognizing that Rule 14(c) allows a third-party
plaintiff either to seek contribution from the third-party defendant directly or
to tender the third-party defendants to the plaintiff). In addition, the Rule
requires the third-party plaintiff (1) to assert an action sounding admiralty or
maritime, (2) that arises out of “the same transaction, occurrence, or series of
transactions or occurrences” as the plaintiff’s original claim, and (3) over which
the district court has jurisdiction. F ED. R. C IV. P. 14(c).
All parties agree that Ambraco asserted an admiralty claim under Rule
9(h) and that Pacorini’s claim for indemnity against the Vessel Interests stems
from the same transaction as Ambraco’s original cause of action. The district
court had jurisdiction over Pacorini’s claims against the Vessel Interests
pursuant to 28 U.S.C. § 1333. Having met the three preconditions for asserting
a claim under Rule 14(c), we can see no other justification for denying Pacorini
the right to pursue its indemnification claims against the Vessel Interests.
Although it is true that the forum selection clause requires the Vessel Interests
and Ambraco to settle their dispute in English courts, Pacorini is not bound by
a similar forum selection clause that would limit the district court’s jurisdiction.
Thus, we see no reason to sustain the district court’s dismissal of Pacorini’s
claims.

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We do, however, recognize that it would be the height of judicial
inefficiency to conduct two separate inquiries into fault arising from the same
transaction, as would happen were Pacorini’s action to proceed concurrent with
or even in advance of Ambraco’s cause of action against the Vessel Interests in
the English court. For this reason, the district court, on remand, may consider
staying Pacorini’s claims pending a resolution of the English court’s adjudication
of Ambraco’s claims against the Vessel Interests. See Pac. Employers Ins. Co.
v. M/V Gloria, 767 F.2d 229, 242–43 (5th Cir. 1985) (recognizing the propriety
of staying a third-party plaintiff’s claims for indemnity and contribution pending
arbitration). Such a resolution, however, is left to the sound discretion of the
district court. See Coastal (Bermuda) Ltd. v. E.W. Saybolt & Co., 761 F.2d 198,
204 n.6 (5th Cir. 1985) (citing Landis v. N. Am. Co., 299 U.S. 248, 254–55 (1936)
(recognizing that the district court’s discretionary authority to issue a stay “is
incidental to the power inherent in every court to control the disposition of the
causes on its docket with economy of time and effort for itself, for counsel, and
for litigants”)).
For these reasons, we vacate the district court’s dismissal of Pacorini’s
claims for contribution and indemnification and remand for further proceedings
consistent with this opinion.
IV. CONCLUSION
The forum selection clause in the bills of lading divested the district court
of jurisdiction over Ambraco’s claims against the Vessel Interests. Although
Ambraco must bring its claims against the Vessel Interests in England, Pacorini
may seek indemnification and contribution from the Vessel Interests in federal
district court. Accordingly, we affirm in part, vacate in part, and remand.
AFFIRMED IN PART, VACATED IN PART, AND REMANDED.

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