United States Court of Appeals

for the Fifth Circuit ____________

No. 23-20066

____________

Ralph Eads; Princess Alia, L.L.C., 

Plaintiffs—Appellants, 

versus

Spheric Assurance Company, Limited, 

Defendant—Appellee. 

______________________________

Appeal from the United States District Court 

for the Southern District of Texas

USDC No. 4:22-CV-4021

______________________________

Before Smith, Graves, and Wilson, Circuit Judges.

Per Curiam:*

The yacht Princess Alia was destroyed by fire in 2021, and this action 

arises from the ensuing insurance coverage dispute. Plaintiffs-Appellants 

Ralph Eads and Princess Alia, L.L.C. (Alia) sued in Texas state court hoping 

to take advantage of that state’s comparatively favorable insurance laws. 

Defendant-Appellee Spheric Assurance Company (Spheric) removed the 

action to federal court and then sought to enforce a forum selection clause in 

_____________________

* This opinion is not designated for publication. See 5th Cir. R. 47.5.

United States Court of Appeals

Fifth Circuit

FILED

December 13, 2023

Lyle W. Cayce

Clerk

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the relevant insurance contract, which designated the British Virgin Islands 

as the appropriate forum. The district court sided with Spheric and 

dismissed the case with leave to refile in the British Virgin Islands. Eads and 

Alia now appeal, contending that it would be unreasonable to enforce the 

forum selection clause because it is contrary to Texas public policy. This 

argument faced choppy waters navigating our precedent from the start, but 

it became foreclosed by Noble House, L.L.C. v. Certain Underwriters at 

Lloyd’s, London, 67 F.4th 243 (5th Cir. 2023), which this court published 

while this appeal was being briefed. We AFFIRM.

I.

The Princess Alia was a 62-foot, Jamaican flagged yacht that was 

destroyed by fire in 2021 while harboring in Cabo San Lucas, Mexico. Eads 

owned the Princess Alia through his company Princess Alia, L.L.C., of which 

he is the sole member. Prior to the yacht’s destruction, Spheric issued an 

insurance policy (the Policy) to Eads and Alia.

The Policy covered all risks of physical loss or damage for the Princess 

Alia, but it also included several warranties that Eads and Alia were required 

to meet. The Policy further included a combined forum selection clause and 

choice of law provision:

This Contract shall be governed by and construed in 

accordance with the laws of the British Virgin Islands and each 

party agrees to submit to the exclusive jurisdiction of the 

Courts of the British Virgin Islands.

Both Plaintiffs are Texans, and they obtained the Policy through Spheric’s 

agent in Texas. Spheric is incorporated in the British Virgin Islands.

When Eads and Alia submitted a claim under the Policy, Spheric 

denied coverage, citing various warranty violations and a lack of clarity as to 

the cause of the fire. Plaintiffs then filed suit against Spheric, alleging claims 

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for breach of contract, bad faith, and unfair settlement practices. Spheric 

removed the state court action to federal court and then filed a motion to 

dismiss for forum non conveniens pursuant to the Policy’s forum selection 

clause. Plaintiffs opposed the motion on public policy grounds, contending

that British Virgin Islands law would allow Spheric to evade its alleged 

coverage obligations based on immaterial warranty violations, while Texas 

law would not. The district court granted the motion to dismiss and afforded 

Plaintiffs leave to refile in the British Virgin Islands. This appeal followed.

II.

“[T]he appropriate way to enforce a [forum selection] clause pointing 

to a state or foreign forum is through the doctrine of forum non conveniens.” 

Atl. Marine Const. Co. v. U.S. Dist. Ct. for W. Dist. of Texas, 571 U.S. 49, 60 

(2013). “When reviewing forum non conveniens rulings involving forum 

selection clauses, ‘[w]e review de novo the district court’s conclusions that 

the [forum selection clause] was mandatory and enforceable.’” PCL Civ. 

Constructors, Inc. v. Arch Ins. Co., 979 F.3d 1070, 1073 (5th Cir. 2020) 

(alterations original) (quoting Weber v. PACT XPP Techs., AG, 811 F.3d 758, 

766 (5th Cir. 2016)).

“We apply a ‘strong presumption’ in favor of enforcing mandatory 

[forum selection] clauses.” Noble House, 67 F.4th at 248 (quoting Weber, 811 

F.3d at 773). “The presumption of enforceability may be overcome, 

however, by a clear showing that the clause is ‘unreasonable’ under the 

circumstances.” Id. (quoting Weber, 811 F.3d at 773). As our precedent 

explains:

Unreasonableness potentially exists where (1) the 

incorporation of the forum selection clause into the agreement 

was the product of fraud or overreaching; (2) the party seeking 

to escape enforcement “will for all practical purposes be 

deprived of his day in court” because of the grave 

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inconvenience or unfairness of the selected forum; (3) the 

fundamental unfairness of the chosen law will deprive the 

plaintiff of a remedy; or (4) enforcement of the forum selection 

clause would contravene a strong public policy of the forum 

state.

Haynsworth v. The Corp., 121 F.3d 956, 963 (5th Cir. 1997) (first quoting M/S 

Bremen v. Zapata Off-Shore Co. (The Bremen), 407 U.S. 1, 18 (1972); then 

citing Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 595 (1991); and then 

citing The Bremen, 407 U.S. at 12–13, 15). However, a party “resisting 

enforcement on these grounds bears a ‘heavy burden of proof.’” 

Haynsworth, 121 F.3d at 963 (quoting The Bremen, 407 U.S. at 17). “Federal 

law applies to determine the enforceability of forum selection clauses in 

diversity cases.” PCL Civ. Constructors, 979 F.3d at 1074 (citing All. Health 

Grp., LLC v. Bridging Health Options, LLC, 553 F.3d 397, 399 (5th Cir. 

2008)).

III.

Eads and Alia challenge the enforceability of the insurance contract’s 

forum selection clause only on public policy grounds, the fourth 

unreasonableness factor.

1

 This sole issue before the court—whether Texas 

public policy allows enforcement of a forum selection clause mandating a 

jurisdiction with purportedly less favorable insurance laws—has already been 

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1 Plaintiffs spend much of their briefing discussing choice of law issues. However, 

choice of law issues play no role in the enforceability questions presented here. Our 

precedent is clear that “[f]ederal law applies to determine the enforceability of forum 

selection clauses in diversity cases.” PCL Civ. Constructors, 979 F.3d at 1074 (citing All. 

Health Grp., 553 F.3d at 399). By comparison, if Plaintiffs challenged the interpretation of 

the forum selection clause, i.e., whether it is mandatory or permissive, then we would 

conduct a choice of law analysis—including of the insurance contract’s choice of law 

provision—to determine which substantive law governed the contract’s construction. See, 

e.g., Weber, 811 F.3d at 768–73. Because it is not necessary to reach these issues, we 

withhold judgment on any choice of law questions in this dispute.

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decided in the affirmative. Noble House, 67 F.4th at 254.

2 Further, to the 

extent Noble House is not perfectly analogous, Plaintiffs nonetheless fail to 

carry their “heavy burden of proof” to resist enforcement of the forum 

selection clause. Haynsworth, 121 F.3d at 963 (quoting The Bremen, 407 U.S. 

at 17).

A.

In Noble House, the plaintiff purchased an insurance policy for a yacht 

from the defendant, Certain Underwriters at Lloyd’s, London. 67 F.4th at 

247. Noble House, L.L.C. obtained the insurance policy through a Texasbased insurance broker, and the policy included a mandatory forum selection 

clause that selected the courts of England and Wales. Id. When the yacht 

lost its port rudder while at sea, Noble House, L.L.C. filed a claim with 

Lloyd’s, which spurred years of litigation. Id. Most relevantly, a district 

court in Texas eventually dismissed the action on forum non conveniens

grounds because of the forum selection clause. Id. On appeal, the plaintiff

pointed out that its claims might be time-barred in England or Wales; it thus 

argued that enforcement of the forum selection clause would be 

unreasonable. Id. at 249–52. We rejected that argument, explaining that 

controlling law affords no sympathy for a litigant on the wrong end of a forum 

selection clause, even when that party will be left to sue in a forum that 

effectively dooms its case. Id. at 250, 254. 

We also specifically discounted Noble House, L.L.C.’s arguments on 

the fourth unreasonableness factor, regarding Texas’s public policy. Id. at 

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2 Even though Noble House had not been decided at the time the district court 

rendered its decision or when Eads and Alia submitted their opening brief, both sides have 

since had the opportunity to address Noble House in their briefing.

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252. On this point, Noble House, L.L.C. argued, unpersuasively, that 

“Texas has a strong public policy of regulating insurance” because:

(1) “the public policy of the State of Texas is reflected in its 

statutes”; (2) there is a statute providing that insurance 

contracts sold to citizens or inhabitants of Texas are governed 

by Texas law, Tex. Ins. Code [art.] 21.42; (3) Texas 

residents must consent to the transfer of a suit involving an 

insurance contract, Tex. Ins. Code § 982.305; (4) Texas 

may regulate insurance; and (5) Texas has a strong interest in 

protecting its citizens against “overbearing tactics of insurance 

underwriters.”

Id.

Eads and Alia advance nearly identical arguments, emphasizing article

21.42 and their concern about the “overbearing tactics of insurance 

underwriters.” So the reasoning of Noble House is especially apt:

Even assuming it were true that Texas has a strong public 

policy of regulating insurance, this [c]ourt has already 

explained that the Supreme Court, “rejecting as a parochial 

concept the idea that notwithstanding solemn contracts all 

disputes must be resolved under our laws and in our courts, 

held that federal courts presumptively must enforce forum 

selection clauses in international [contracts].” And public 

policy “weighs strongly in favor” of this presumption.

Id. (second alteration original) (quoting Haynsworth, 121 F.3d at 962). In 

short, Noble House instructs that it is reasonable to enforce a forum selection 

clause even if Texas has a strong public policy of regulating insurance.

This determination, coupled with the fact that the Noble House

plaintiff failed to identify a case where enforcement of a forum selection 

clause was found unreasonably to contravene state public policy, ultimately 

resolved that appeal. Id. Because the same principles apply here, Noble House

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controls, and the district court correctly dismissed this action on grounds of 

forum non conveniens.

B.

Eads and Alia contend that the issues presented here are 

distinguishable and remain open questions. But while there are two potential 

differences between Noble House and the instant action, both are immaterial. 

And even if Noble House did not control, Plaintiffs still fail to carry their 

burden.

First, Noble House involved Texas Insurance Code § 982.305, while 

Eads and Alia emphasize Texas Insurance Code § 862.054. See 67 F.4th at 

252. And as we have previously recognized, albeit in an unpublished opinion, 

§ 862.054 articulates a Texas public policy against denials of insurance 

coverage based on technicalities. Santacruz v. Allstate Texas Lloyd’s, Inc., 590 

F. App’x 384, 387 (5th Cir. 2014) (per curiam) (citing Tex. Ins. Code

§ 862.054; Puckett v. U.S. Fire Ins. Co., 678 S.W.2d 936, 938 (Tex. 1984)). 

This arguably presents a conflict between Texas public policy favoring 

enforcement of contracts and Texas public policy against denials of insurance

coverage based on technicalities. But nothing in Noble House suggests the 

panel’s decision would have changed if Noble House, L.L.C. had only cited 

a different section of the Texas Insurance Code. In fact, as discussed above, 

Noble House addressed competing Texas public policies and still sided in 

favor of enforcing the forum selection clause. 67 F.4th at 252.

Second, Eads and Alia point to the purportedly undisputed evidence

of their grim legal future in the British Virgin Islands should this action be

sent there, drawn from a declaration of a British Virgin Islands lawyer who 

offers his opinion of how Plaintiffs’ case would fare in that venue. However, 

though Noble House lacked such evidence, the court made clear that its 

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conclusion would not change even where a forum selection clause relegated 

the plaintiff to a dead-end forum. Id. at 250, 252.

Regardless, assuming arguendo that Noble House were distinguishable, 

there remains “quite a high burden of persuasion on the party seeking to 

avoid enforcement of the [forum selection clause].” Weber, 811 F.3d at 776. 

This burden is especially onerous given the “presumption of enforceability” 

for mandatory forum selection clauses. Barnett v. DynCorp Int’l, L.L.C., 831 

F.3d 296, 301 (5th Cir. 2016). Plaintiffs have not met it. At best, Eads and 

Alia have established that they could be disadvantaged by the forum selection 

clause, but they have not shown that this action presents “the sort of 

exceptional circumstance that justifies disregarding the parties’ agreement 

on public-interest-factor grounds.” Weber, 811 F.3d at 776. Indeed, they fail 

to cite a case that aligns with their position, and their cited precedent actually 

supports dismissal.

Plaintiffs’ most developed argument regarding Texas public policy 

rests on In re AutoNation, Inc., 228 S.W.3d 663 (Tex. 2007). In AutoNation, 

the Supreme Court of Texas considered a writ of mandamus and reversed a 

trial court for abuse of discretion, directing it to enforce a forum selection 

clause. 228 S.W.3d at 670. So the case is hardly a safe harbor in which to 

anchor Plaintiffs’ arguments. The Supreme Court of Texas further observed 

that based on its “controlling precedents on [forum selection] clauses, the 

parties’ bargained-for agreement merits judicial respect.” Id. at 669. 

Nevertheless, Eads and Alia point to a concurrence in AutoNation which left 

open the possibility that a forum selection clause might not be enforced upon 

a “clear showing” that it would undermine the forum state’s public policy. 

Id. at 671 (O’Neill, J., concurring). That concurrence was later cited for a 

similar proposition in In re Lyon Financial Services, Inc., 257 S.W.3d 228, 234–

35 (Tex. 2008). But the ultimate disposition in Lyon Financial Services, like 

in AutoNation, reversed a trial court on a writ of mandamus for abuse of 

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discretion and directed the court to enforce the disputed forum selection 

clause and dismiss the suit. Id. at 235.

In short, Texas law may leave open some avenue for disregarding a 

forum selection clause on public policy grounds, but the Supreme Court of 

Texas declined explicit invitations to do so in both AutoNation and Lyon 

Financial Services, even on highly deferential standards of review. 

AutoNation, 228 S.W.3d at 670; Lyon Fin. Servs., 257 S.W.3d at 234–35. And 

given that Eads and Alia fail to cite a case that actually sets aside a forum 

selection clause on public policy grounds, they apparently ask us to do so for 

the first time. Like the Supreme Court of Texas, we decline that invitation.3

IV.

This action properly belongs in the British Virgin Islands, the forum 

agreed to by the parties in the Policy, and Spheric’s place of incorporation. 

Because the district court’s decision aligns with Noble House, the court 

correctly enforced the forum selection clause in the Policy. Moreover, Eads 

and Alia fail to establish that it would be unreasonable to enforce the forum 

selection clause in the face of Texas public policy. Accordingly, the district 

court’s decision to dismiss this case with leave to refile in the British Virgin 

Islands is AFFIRMED.

_____________________

3 As a last point, the Supreme Court has granted certiorari this term in a case about 

non-enforcement of a choice of law provision in a marine insurance contract based on 

strong public policy grounds. See Great Lakes Ins. SE v. Raiders Retreat Realty Co., 47 F.4th 

225 (3d Cir. 2022), cert. granted in part, 143 S. Ct. 999 (2023). While Great Lakes involves 

admiralty law, both sides agree that its decision could impact this action. Nevertheless, our 

precedent on this topic is clear. So there is no need to hold this case in abeyance pending 

the Supreme Court’s decision in Great Lakes.

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