Judge Christopher Droney
The Vatican Office of Publications’ "Master License Agreement" granted Second Renaissance the right to reproduce and market artifacts in the Vatican Library. Pursuant thereto, Second Renaissance entered into sublicense agreements with Magi XXI. Forum selection and choice of law clauses in the sublicense agreements were identical to those within the Master License Agreement, which called for disputes to be resolved in, and governed by the laws of, the Sovereign State of Vatican City. The sublicense agreements also provided that in the event of conflict between them and the Master License Agreement, the latter would control. In Magi’s action for contract breach and related claims against Second Renaissance, its president and the Vatican State, district court dismissed the claims against the Vatican State based on the forum selection clauses within the sublicense agreements. Second Circuit affirmed. Citing Hugel v. Corp. of Lloyd’s, it held that Vatican State could invoke the sublicense agreements’ forum clauses because Second Renaissance and the Vatican State were "closely related" partiesby virtue of the Master License Agreementand it was foreseeable that the Vatican State would enforce the subject clauses.
