MDC S.p.A v. Shuman

Background

MDC S.p.A. d/b/a MASSIMODECARLO brought a contract dispute against David Shuman. The order concerns MDC's late attempt to argue that U.K. law governed the dispute. MDC had pleaded a claim under the Uniform Commercial Code, which the court said conceded that New York law—at least not U.K. law—applied.

Issue and reasoning

Federal Rule of Civil Procedure 44.1 requires a party intending to rely on foreign law to give reasonable notice of that position. The purpose is to avoid unfair surprise. The court stated that notice should be given at the earliest possible opportunity and, in that court, well before discovery closed.

MDC first raised the possibility that U.K. law might apply on June 2, 2021, twelve days before the June 14 trial. The court rejected MDC's explanation that the choice-of-law issue had not arisen during counsel's discussions. It also said that the fact that Shuman's counsel knew an English solicitor was involved in the background did not constitute the notice required by Rule 44.1. Because MDC's pleadings asserted a Uniform Commercial Code claim, neither Shuman nor the court could reasonably have understood that MDC would argue shortly before trial that U.K. law applied.

Ruling

The court ruled that, by failing to provide timely notice in the complaint, amended complaint, or another timely filing, MDC had waived any ability to argue or prove that U.K. law governed the contract dispute. The court also stated that there was no need for a conference. This order addressed the procedure for presenting foreign-law arguments; it did not decide the underlying contract dispute.