In the

United States Court of Appeals

For the Seventh Circuit

No. 09-1753

STROITELSTVO BULGARIA LIMITED,

Plaintiff-Appellant,

v.

BULGARIAN-AMERICAN ENTERPRISE FUND, ET AL.,

Defendants-Appellees.

Appeal from the United States District Court 

for the Northern District of Illinois, Eastern Division.

No. 08 C 3056—Ruben Castillo, Judge.

ARGUED SEPTEMBER 10, 2009—DECIDED DECEMBER 14, 2009

Before MANION, SYKES, and TINDER, Circuit Judges.

TINDER, Circuit Judge. Stroitelstvo Bulgaria Ltd.

(“Stroitelstvo”), a Bulgarian construction company,

entered into a loan contract with the BulgarianAmerican Credit Bank (“Bank”). The Bank later claimed

that Stroitelstvo breached the contract and demanded

the full amount due on the loan. Stroitelstvo denied any

breach but eventually settled by paying a large chunk

of the Bank’s claim. The execution of the contract,
2 No. 09-1753

alleged breach, and settlement payment all took place

in Bulgaria.

Then, Stroitelstvo came to U.S. federal court and sued

the Bank and its Chicago-based parent, the BulgarianAmerican Enterprise Fund (“BAEF”), for the Bank’s

alleged predatory lending practices. Now the question

arises, why should a U.S. district court decide this

dispute over a Bulgarian loan contract? The district court

couldn’t find a good answer and so dismissed Stroitelstvo’s

case on the ground of forum non conveniens. Because

we agree with the district court that Bulgaria is a better

forum than the United States to resolve this dispute,

we affirm.

I. Background

The facts, as alleged in Stroitelstvo’s complaint, describe

a classic predatory lending scheme. In March, 2005,

Stroitelstvo entered into a loan contract with the Bank

to finance a residential construction project in Sofia,

Bulgaria. The contract required the Bank to disburse a

total of about 1.9 million euros to Stroitelstvo through

various stages of the project. Several months into the

loan, when the Bank had disbursed only 361,000 of the

total 1.9 million euros, the Bank asserted that

Stroitelstvo breached the loan contract by, among other

things, failing to turn over certain advance payments

on residential units. The Bank suspended Stroitelstvo’s

credit and claimed a right to recover 970,438 euros, equal

to the 361,000 euros already disbursed plus the total

interest and fees due under the loan.
No. 09-1753 3

According to Stroitelstvo, the Bank’s claimed breach

was pretextual and designed to pressure Stroitelstvo

into paying the Bank more than it deserved under the

loan contract. The Bank went to the Sofia City Court

ex parte and obtained a judgment in the amount of

the 970,438 euros purportedly owed, a judgment that the

Bank used to freeze Stroitelstvo’s assets. With its

assets frozen, Stroitelstvo couldn’t afford to wait two or

three years while it pursued a separate action in

Bulgarian court to overturn the Bank’s judgment. So

instead, Stroitelstvo agreed to pay the Bank 563,000 euros,

less than the 970,438 euros claimed by the Bank but

more than what Stroitelstvo thought that it owed under

the contract.

In April, 2007, Stroitelstvo sued the Bank and BAEF, the

Bank’s Chicago-based parent, in the U.S. District Court

for the District of Columbia. Stroitelstvo claimed that

BAEF and the Bank had conducted a scheme to extort

and blackmail several Bulgarian businesses, including

Stroitelstvo, and that this scheme was a “racketeering

activity” giving rise to a civil remedy under the Racketeer

Influenced and Corrupt Organizations (“RICO”) Act. 18

U.S.C. §§ 1962, 1964. Stroitelstvo’s complaint also contained several contract and tort claims, most based in

American law, but one alleging a violation of the

Bulgarian Obligations and Contracts Act.

The defendants successfully moved the D.C. District

Court to transfer the case to the Northern District of

Illinois, as BAEF is headquartered in Chicago. The N.D. Ill.

district court then took up the defendants’ motion to
4 No. 09-1753

dismiss based on, among other things, the doctrine of

forum non conveniens, in which the defendants argued

that Bulgaria was a more convenient forum than the

United States to resolve the parties’ dispute. The parties

offered the testimony of experts in Bulgarian law, who

addressed the adequacy of the Bulgarian courts to adjudicate Stroitelstvo’s claims. Stroitelstvo’s experts,

Maria Slavova and Vladimir Skochev, generally doubted

that Bulgarian law would provide adequate substitutes

for all of the American-law claims raised in Stroitelstvo’s

complaint. They also described a public perception of

corruption in the Bulgarian legal system. The defendants’

expert, Silvy Chernev, thought that Bulgarian law

would provide a remedy for all of the conduct alleged

in Stroitelstvo’s complaint, even though not all of

Stroitelstvo’s American-law claims had exact Bulgarian

equivalents. Chernev also acknowledged problems of

judicial corruption but nonetheless insisted that the

Bulgarian courts were generally adequate.

After carefully considering the expert testimony and

Stroitelstvo’s arguments against dismissal, the district

court granted the defendants’ motion to dismiss on

forum non conveniens grounds. The court thought that

resolving Stroitelstvo’s case in Bulgaria, rather than in

the United States, would better serve the convenience

of the parties and the ends of justice. Stroitelstvo appeals,

which it may, since a forum non conveniens dismissal is a

final, appealable judgment even though it does not end

the litigation. Abad v. Bayer Corp., 563 F.3d 663, 665 (7th

Cir. 2009).
No. 09-1753 5

II. Analysis

The common law doctrine of forum non conveniens

allows a federal district court to dismiss a suit over

which it would normally have jurisdiction in order to

best serve the convenience of the parties and the ends of

justice. Clerides v. Boeing Co., 534 F.3d 623, 627-28 (7th Cir.

2008) (citing In re Bridgestone/Firestone, Inc., 420 F.3d

702, 703 (7th Cir. 2005)). We review the district court’s

dismissal of a case on forum non conveniens grounds for

an abuse of discretion. Abad, 563 F.3d at 665.

A. The Adequacy of Bulgaria as an Alternative Forum

A threshold requirement for any forum non conveniens

dismissal is the existence of an alternative forum that is

both “available” and “adequate.” Kamel v. Hill-Rom Co.,

Inc., 108 F.3d 799, 802 (7th Cir. 1997). An alternative

forum is “available” if all of the parties are amenable to

process and within the forum’s jurisdiction. Id. at 803.

Stroitelstvo does not dispute that Bulgaria is an

available forum. The Bank, which operates in Bulgaria,

and BAEF, which maintains an office in Sofia, are both

amenable to process and within the Bulgarian courts’

jurisdiction. Moreover, BAEF has consented to the Bulgarian courts’ jurisdiction as a condition of forum non

conveniens dismissal.

The adequacy of a Bulgarian forum, on the other hand,

is the central dispute in this appeal. An alternative

forum is adequate if it provides the plaintiff with a fair

hearing to obtain some remedy for the alleged wrong. Id.
6 No. 09-1753

It is not necessary that the forum’s legal remedies be as

comprehensive or as favorable as the claims a plaintiff

might bring in an American court. See id. Instead, the test

is whether the forum provides some potential avenue

for redress for the subject matter of the dispute. See id.

At least some substantial expert testimony in this case

indicated that Stroitelstvo could expect a fair hearing in

the Bulgarian courts. As the experts recognized,

Bulgaria gained admission to the European Union in

2007, and one requirement for EU membership is that the

nation have a stable legal system that guarantees the

rule of law. The defendants’ expert, Chernev, also

stated that Bulgaria has an independent judiciary that

provides full and fair consideration of commercial disputes.

It is true that all of the experts lamented a public perception of corruption in the Bulgarian courts, and Skochev,

Stroitelstvo’s expert, even claimed that the Bulgarian

legal system was incapable of providing a fair hearing.

Still, the experts made no attempt to quantify this purported corruption or document particular plaintiffs or

claims that were treated unfairly. Their generalized,

anecdotal complaints of corruption are not enough for a

federal court to declare that an EU nation’s legal system

is so corrupt that it can’t serve as an adequate forum.

See Tuazon v. R.J. Reynolds Tobacco Co., 433 F.3d 1163, 1179

(9th Cir. 2006) (finding the plaintiff’s “anecdotal evidence

of corruption and delay” in the Philippine courts insufficient to show inadequacy); In re Arbitration between

Monegasque de Reassurances S.A.M. v. Nak Naftogaz of Ukr.,
No. 09-1753 7

311 F.3d 488, 499 (2d Cir. 2002) (refusing “to pass value

judgments on the adequacy of justice and the integrity of

Ukraine’s judicial system on the basis of no more than . . .

bare denunciations and sweeping generalizations”);

Leon v. Millon Air, Inc., 251 F.3d 1305, 1312 (11th Cir. 2001)

(requiring the plaintiff to substantiate allegations of

serious corruption or delay with “significant evidence

documenting the partiality or delay . . . typically

associated with the adjudication of similar claims”).

The expert testimony also showed that Bulgarian law

provides some remedy for the subject matter of this

dispute, the Bank’s alleged breach of the loan contract

and predatory lending practices. Chernev cited several

provisions of the Bulgarian Obligations and Contracts

Act that enforce contractual obligations and provide for

damages against a commercial party who fails to act in

good faith. Although Stroitelstvo’s experts disagreed

with Chernev on the full scope of remedies available

under Bulgarian law, it was undisputed that the Act

would support a breach of contract action and damages

remedy against the Bank for the conduct alleged in

Stroitelstvo’s complaint.

To be sure, Bulgarian law might not support the full

array of legal claims spelled out in Stroitelstvo’s federalcourt complaint. In particular, the experts agreed that

Bulgaria has no equivalent to Stroitelstvo’s RICO claim.

That is neither surprising, since RICO is a uniquely American effort to target organized crime, see Kempe v. Ocean

Drilling & Exploration Co., 876 F.2d 1138, 1143-44 (5th Cir.

1989), nor problematic, since federal courts have
8 No. 09-1753

routinely held that the loss of a RICO claim does not by

itself preclude a forum non conveniens dismissal, Yavuz v.

61 MM, Ltd., 576 F.3d 1166, 1177 n.6 (10th Cir. 2009)

(citing cases).

The experts battled over whether Bulgarian law would

recognize Stroitelstvo’s other tort claims, or otherwise

provide adequate substitutes for those claims and the

RICO claim. Chernev, the defendants’ expert, was confident that Bulgarian law could address in some form all of

the legal issues raised by Stroitelstvo’s complaint. He

also thought that the general tort provision of the Obligations and Contracts Act would allow Stroitelstvo to seek

tort damages from the defendants. Stroitelstvo’s experts

were, predictably, less optimistic. Slavova disagreed with

Chernev’s prediction that the Obligations and Contracts

Act would support Stroitelstvo’s tort claims, since the Act

permits tort liability against only natural persons, not

“legal entities” like the Bank and BAEF. Skochev essentially agreed with Slavova, testifying that a Bulgarian

company may be liable in tort under the Act only if the

plaintiff identifies a specific, natural person who committed the tort while working for the company. Skochev

further testified that Bulgarian law could provide only

partial remedies for the complex commercial issues

raised by Stroitelstvo’s complaint.

We think that this dispute over the range of legal claims

that Stroitelstvo can pursue in a Bulgarian court merely

demonstrates “the possibility of an unfavorable change

in the law,” which ordinarily does not carry substantial

weight in the forum non conveniens analysis. Piper Aircraft v.
No. 09-1753 9

Reyno, 454 U.S. 235, 249 (1981). Although Stroitelstvo’s

experts characterized the relief available under Bulgarian

law as partial and incomplete, their testimony does not

show that this relief is “so clearly inadequate or unsatisfactory that it is no remedy at all.” Id. at 254. As for the

possible loss of Stroitelstvo’s tort claims against these

corporate defendants, it is undisputed that Stroitelstvo

would retain a claim for contract damages under the

Obligations and Contracts Act. In that sense, this case

is like Kamel, in which we concluded that the availability

of a breach of contract action made the forum adequate, despite the plaintiff’s argument that the forum

would not recognize his tort claims. 108 F.3d at 803. Of

course, each forum non conveniens case is fact-specific, and

we do not say that an alternative forum is necessarily

adequate to resolve a tort plaintiff’s claims simply

because the defendant can point to some conceivable

contract remedy. Here, though, the contractual remedies

available under Bulgarian law go to the heart of this

dispute, a loan contract between Stroitelstvo and the Bank.

In an attempt to prove that its experts are correct that

the Bulgarian courts cannot adjudicate its claims,

Stroitelstvo has already filed a complaint identical to the

one that it filed in federal court in a Bulgarian district

court. Sure enough, the Bulgarian court dismissed

Stroitelstvo’s complaint for presenting a combination of

contractual and tort claims in a manner inconsistent

with Bulgarian law. Still, this dismissal hardly demonstrates that the Bulgarian court is inadequate to resolve

Stroitelstvo’s dispute, for the court simply ordered

Stroitelstvo to re-prepare its complaint in accordance
10 No. 09-1753

with Bulgarian, not American, law. It would be remarkable if any foreign court were to accept Stroitelstvo’s

American-law complaint without change, and

Stroitelstvo’s argument that the Bulgarian court’s refusal

to do so makes it inadequate is unpersuasive.

Slightly more persuasive is Stroitelstvo’s argument that

Bulgarian law is incapable of providing relief against

one of two parties in this case, BAEF. With respect to this

defendant, Stroitelstvo raises only tort claims, not

contract claims. So if Stroitelstvo’s experts are correct that

Bulgarian law will not support tort claims against corporate defendants like BAEF, dismissing this case to

Bulgaria will cause Stroitelstvo to lose all of its claims

against BAEF. Stroitelstvo submits that this loss of a

defendant from its case, as opposed to the mere loss of

particular legal claims, is so significant as to leave

Stroitelstvo with no remedy at all.

Initially, we reiterate that it is not beyond dispute that

Stroitelstvo would be unable to sue BAEF in tort under

Bulgarian law. Chernev thought that provisions of the

Obligations and Contracts Act would support tort claims

against a corporate defendant like BAEF, although

Slavova and Skochev disagreed. More importantly, we

think that Stroitelstvo’s argument about losing a

defendant is more or less the same as its argument about

losing its preferred American-law tort claims. It is an

overstatement to say that a forum non conveniens

dismissal will cause Stroitelstvo to “lose” BAEF as a

defendant; BAEF is a defendant in this case that has

consented to the jurisdiction of the Bulgarian courts. In
No. 09-1753 11

our view, Stroitelstvo’s real concern is that any Bulgarianlaw substitutes that it might come up with for its

complex American-law claims against BAEF will ultimately fail. It is possible that Stroitelstvo’s prediction

will prove true and BAEF will win a dismissal, causing

Stroitelstvo to effectively “lose” BAEF from the case. It is

also possible that the Bulgarian courts will interpret the

Obligations and Contracts Act to extend tort liability to

BAEF under these circumstances, or that Stroitelstvo

will identify a natural person whose tortious acts may

be imputed to BAEF, or that Stroitelstvo will assert a

contractual claim cognizable against a corporate

defendant like BAEF. We need not be certain that

Stroitelstvo would succeed in its claims against BAEF in

order to find Bulgaria an adequate forum. See In re

Factor VIII or IX Concentrate Blood Prods. Litig., 484 F.3d

951, 957-58 (7th Cir. 2007) (noting that the U.K. approach

to the plaintiff’s claim was uncertain but finding the

forum adequate). It is enough to conclude that, whatever

the chances of any particular claim against either defendant in this case, Bulgarian law gives Stroitelstvo some

potential avenue for redress.

In addition to an arguably less favorable substantive

law, the Bulgarian legal system has certain procedural

requirements that Stroitelstvo would prefer to avoid. In

order to file a lawsuit in Bulgaria, a plaintiff must pay a

filing fee equal to 4% of the damages claimed, a fee that

is recoverable if the plaintiff prevails. For the (strikingly

large) $30 million damages demanded in Stroitelstvo’s

complaint, the fee would be $1.2 million, much more

than what Stroitelstvo’s director said the company could

afford.
12 No. 09-1753

Although the financial hardship of requiring a plaintiff

to sue outside of the chosen forum is relevant to the

forum non conveniens analysis, see Macedo v. Boeing Co., 693

F.2d 683, 690 (7th Cir. 1982), we conclude that Bulgaria’s

filing fee does not preclude dismissal. Federal courts

have declined to find foreign forums inadequate based

on filing fees similar to the 4% fee required here. See

Altmann v. Republic of Austria, 317 F.3d 954, 972-73 (9th Cir.

2002) (concluding that Austria’s 1.2% court fee was not

oppressive in the context of the plaintiff’s resources); Satz

v. McDonnell Douglas Corp., 244 F.3d 1279, 1283 (11th Cir.

2001) (per curiam) (“The plaintiffs’ concerns about Argentine filing fees . . . do not render Argentina an

inadequate forum.”); Mercier v. Sheraton Int’l, Inc., 981 F.2d

1345, 1353 & n.7 (1st Cir. 1992) (characterizing the

Turkish courts’ cost bond of up to 15% of the recovery

sought as non-excessive under the circumstances). More

importantly, the district court in this case did not

simply ignore the impact of the filing fee on Stroitelstvo’s

ability to sue in Bulgaria. Cf. Macedo, 693 F.2d at 690

(reversing a forum non conveniens dismissal based in part

on the district court’s failure to consider the financial

hardship to the plaintiffs of litigating in Portugal); Lehman

v. Humphrey Cayman, Ltd., 713 F.2d 339, 345-47 (8th Cir.

1983) (finding that the district court failed to consider

the plaintiff’s practical ability to litigate claims in the

Cayman Islands, where lawyers did not take cases on a

contingent-fee basis and foreign litigants had to pay a

cost bond). The court noted that the large $1.2 million

filing fee was driven by Stroitelstvo’s $30 million

damages claim, which in turn resulted from Stroitelstvo’s
No. 09-1753 13

demand for treble damages under RICO. See 18 U.S.C.

§ 1964(c). Since Bulgaria has no equivalent to RICO,

Stroitelstvo’s damages claim, and hence the filing fee,

would probably be lower upon converting Stroitelstvo’s

complaint to claims cognizable under Bulgarian law. The

district court did not abuse its discretion in concluding

that Bulgaria’s filing fee, typical for a civil law country,

Altmann, 317 F.3d at 972, and driven in size only

by Stroitelstvo’s complaint, did not make Bulgaria an

inadequate forum.

B. The Balance of Private and Public Interest Factors 

If an adequate alternative forum exists, the district court

should consider whether a forum non conveniens dismissal

would serve the private interests of the parties and the

public interests of the alternative forums. Kamel, 108 F.3d

at 803. The Supreme Court has identified several private

and public interest factors that guide this analysis:

The private interest factors that a court may consider include “the relative ease of access to sources

of proof; availability of compulsory process for

attendance of unwilling, and the cost of obtaining

attendance of willing, witnesses; possibility of view

of premises, if view would be appropriate to the

action; and all other practical problems that make

trial of a case easy, expeditious and inexpensive.” . . . The public interest factors include the

administrative difficulties stemming from court

congestion; the local interest in having localized

disputes decided at home; the interest in having
14 No. 09-1753

the trial of a diversity case in a forum that is at

home with the law that must govern the action; the

avoidance of unnecessary problems in conflicts of

laws or in the application of foreign law; and the

unfairness of burdening citizens in an unrelated

forum with jury duty.

Clerides, 534 F.3d at 628 (citing Gulf Oil Corp. v. Gilbert,

330 U.S. 501, 508-09 (1947)).

The district court acted well within its discretion in

concluding that the relevant private and public interest

factors favored dismissal. As for the private interest

factors, the court determined that the witnesses and

documents pertaining to the loan contract are located in

Bulgaria. It follows that most of the discovery in this

case will take place in Bulgaria, and transporting all of the

evidence and witnesses to Chicago would be unnecessarily expensive. See U.S.O. Corp. v. Mizuho Holding Co., 547

F.3d 749, 751 (7th Cir. 2008) (describing the burden of

dragging witnesses and documents from Japan to Chicago); Clerides, 534 F.3d at 629 (noting that most of the

evidence and witnesses were located in the foreign

forum). Translating all of the Bulgarian discovery documents into English for a U.S. court would also be costly.

See U.S.O. Corp., 547 F.3d at 751 (citing the unnecessary

translation costs that would result from trying the case

in Chicago rather than in Japan).

Regarding the public interest factors, the district

court found that court congestion was essentially a

wash; the 30-month average time to trial in the Northern

District of Illinois is comparable to the two to three years
No. 09-1753 15

that Stroitelstvo’s complaint alleged it would take to try

a case against the Bank in Bulgarian court.

More strongly favoring dismissal is the local interest

factor. The Northern District of Illinois has little interest

in the Bulgarian loan contract at the heart of this dispute. The American defendant, BAEF, is a peripheral

player who didn’t even know about the underlying loan

transaction prior to Stroitelstvo’s lawsuit. Since this loan

is so unrelated to the local forum, calling Chicago-area

citizens for jury duty on this case would be asking a lot.

See id. at 755 (“[T]o burden Americans with jury duty to

resolve an intramural Japanese dispute would be gratuitous.”).

Stroitelstvo points out that BAEF receives federal funds

under the Support for East European Democracy (“SEED”)

Act, 22 U.S.C. §§ 5401-95, which it uses to support the

Bank’s activities. According to Stroitelstvo, U.S. taxpayers

have an interest in ensuring that BAEF uses its

SEED Act funding for the proper purpose of promoting

entrepreneurship in Bulgaria, not for the improper

purpose of extorting Bulgarian businesses. Perhaps, but

we think that Bulgaria has an equal if not greater

interest in guarding against the extortion of its own

businesses. See Abad, 563 F.3d at 668 (observing no real

“national interest” in either regulating American companies or resolving the tort claims of Argentine citizens);

Clerides, 534 F.3d at 630 (finding that the U.S. interest in

regulating a domestic airline company was matched by

the interests of Greece and Cyprus in regulating the use

of allegedly defective planes within their borders).
16 No. 09-1753

The application of foreign law also slightly favors

dismissal to Bulgaria. The loan contract has a Bulgarian

choice-of-law provision, and the Bulgarian Obligations

and Contracts Act would govern at least one of

Stroitelstvo’s claims if the case were tried in the United

States. See Abad, 563 F.3d at 670 (noting the superior

competence of the Argentine courts to decide claims

governed by Argentine law); U.S.O. Corp., 547 F.3d at 751

(“[T]he law applicable to the issues in the case is

almost certainly Japanese law, with which American

judges have little familiarity.”).

In sum, we agree with the district court that the crux of

this case is two Bulgarian companies’ dispute over a

Bulgarian loan contract, so the balance of private and

public interest factors favor resolving the case in Bulgaria.

III. Conclusion

After carefully considering Stroitelstvo’s arguments

concerning the adequacy of the Bulgarian legal system, the

district court concluded that Bulgaria was an available,

adequate forum to resolve this dispute over a Bulgarian

loan contract. The court then balanced all of the relevant

private and public interest factors, which strongly favored

Bulgaria as the more convenient forum. The decision to

dismiss the case on forum non conveniens grounds

was not only well within the court’s discretion, but also,

we think, correct as a matter of common sense.

AFFIRMED.

12-14-09