Ingenieria Alimentaria del Matatipac, S.A. de C.V. v. Ocean Garden Products Inc.

MEMORANDUM **

Plaintiff Ingeniería Alimentaria del Ma-tatipac, S.A. de C.V. (“Ingeniería”) appeals the district court’s dismissal of its complaint against Defendant Ocean Garden Products, Inc. (“Ocean Garden”) based on forum selection clauses contained in the contracts between the parties. We have jurisdiction under 28 U.S.C. § 1291 . We affirm in part, reverse in part and remand.

The facts are known to the parties and we do not repeat them here.

I

Ingeniería argues that the contractual clauses requiring forum in Mexico are unreasonable and unenforceable. We disagree. A forum selection clause is presumptively valid. See Murphy v. Schneider Nat’l, Inc., 862 F.3d 1138, 1140 (9th Cir.2004). The party challenging the clause bears a “heavy burden of proof’ and must “clearly show that enforcement would be unreasonable and unjust.” Id. (quoting M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 15, 17 , 92 S.Ct. 1907 , 32 L.Ed.2d 513 (1972)). Ingeniería failed to meet its burden of showing that (1) inclusion of the clauses was the result of fraud or overreaching by Ocean Garden; (2) In-geniería would effectively be deprived of its day in court were the clauses enforced; or (3)…