Roby v. Corp. of Lloyd's

concluding that the “complaints against the individual Chairs are completely dependent on the complaints against the [principals] ... [and] arise[] out of the same misconduct charged against the [principals]” | concluding that broader forum-selection clauses applicable to claims “in connection with” contractual relationships were “not restricted to pure breaches of the contracts containing the clauses” | holding that agency principles applied to require arbitration of RICO and federal securities law claims against non-signatories | holding that a forum selection clause applicable to controversies arising “in connection with” a set of contracts detailing the rights and duties of investors vis-a-vis marketers encompassed investors’ securities and RICO suit | holding that individual defendants were entitled to rely on arbitration provisions incorporated into their employersʹ agreements with investors notwithstanding that the individual defendants were not signatories to any of the agreements | observing that “the parties fully intended to protect the individual Chairs to the extent they are charged with misconduct within the scope of the agreements” | finding that a nonsignatory of a disclosed agent may compel arbitration if the principal had standing to compel arbitration | holding a court should consider whether a ʺclause[] contravene[s] a strong public policy of the forum stateʺ in determining if it is unreasonable | finding that agents who, while acting for a principal, allegedly violated securities law are subject to the arbitration agreement between plaintiffs and the principal | finding that a forum selection clause that applied to all claims “relating to” the contract was not restricted to mere breach of contract claims and incorporated the federal securities laws | declining to differentiate between phrases “relating to,” “in connection with,” and “arising from” and holding that broadly worded clause encompassed non-contract claims | agreeing to arbitrate any “dispute, difference, question or claim relating to ” the agreements for “all purposes of and in connection with ” them | noting that choice-of-law clauses are presumptively valid where the underlying transaction is “international in character,” and holding that contractual choice-of-law and forum-selection clauses requiring arbitration in England under English law were enforceable | applying federal precedent to assess scope of clause where parties had chosen English law | declining to rule on the question of whether investments in Lloyd’s syndicates constitute “securities” under the securities laws, but assuming for purposes of appeal that they do | applying 26 federal precedent to assess scope of clause where parties had 10 1 chosen English law | finding no difference between the two phrases and construing both broadly to encompass non-contract claims | declining to 17 differentiate between phrases "relating to," "in connection 18 with," and "arising from" and holding that broadly worded clause 19 encompassed non-contract claims | disposing of argument that party was deprived of day in court when party did not argue they were fraudulently induced into agreeing to forum selection clause | discussing presumptive validity of choice of law clauses in international transactions | explaining the “strong public policy in favor of forum selection ... clauses.” | federal courts would decline to enforce forum selection clause that undermined public policy of protecting American securities investors | federal courts would decline to enforce 15 forum selection clause that undermined public policy of protecting American 16 securities investors | “any dispute and/or controversy of whatsoever nature arising out of/ or relating to the [matters covered by the contract]” | “forum selection and choice of law clauses are unreasonable’ ... if- their incorporation into the agreement was the result of fraud or overreaching” | "[T]he broad language of the forum selection clause" covers