Plaintiffs sought to rescind the contracts and be returned to their original positions, offering to return any benefits which they had received from their investments with Lloyd's. Defendants removed the action to the United States District Court for the Southern District of Ohio and filed a motion to dismiss for improper venue. Defendants have stipulated for purposes of their motion to dismiss that this action involves a security under Ohio securities law. A magistrate judge, following a hearing, recommended that the motion to dismiss for improper venue be granted. The District Court adopted this recommendation on December 22, 1993.
Plaintiffs now appeal.
The enforceability of a forum selection clause is a question of law which we review de novo. The parties do not address the issue of whether federal or state law applies in determining the enforceability of forum selection clauses in a diversity action. However, we need not decide this issue because both Ohio and federal law treat these clauses in a similar manner. In Bremen , the Supreme Court emphasized the importance of upholding forum selection and choice of law clauses in international contracts. Bremen involved a contract for towing a drilling rig from Louisiana to Italy with a provision for judicial resolution of disputes in England.