894 F.2d 193 (6th Cir. 1990), 89-1418, Regis Associates v. Rank Hotels (Management) Ltd.

Docket Nº:89-1418.
Citation:894 F.2d 193
Party Name:REGIS ASSOCIATES, Plaintiff-Appellee, v. RANK HOTELS (MANAGEMENT) LIMITED, Defendant-Appellant.
Case Date:January 23, 1990
Court:United States Courts of Appeals, Court of Appeals for the Sixth Circuit
 
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894 F.2d 193 (6th Cir. 1990)

REGIS ASSOCIATES, Plaintiff-Appellee,

v.

RANK HOTELS (MANAGEMENT) LIMITED, Defendant-Appellant.

No. 89-1418.

United States Court of Appeals, Sixth Circuit

January 23, 1990

Argued Dec. 5, 1989.

Stephen E. Glazek, argued, Sharon M. Woods, Susan L. Mashour, Barris, Sott, Denn & Driker, Detroit, Mich., for plaintiff-appellee.

Lori L. Tobis, Richard A. Rossman, Pepper, Hamilton & Scheetz, Detroit, Mich., Jon M. Kaufman, argued, New York City, for defendant-appellant.

Before MARTIN, JONES and GUY, Circuit Judges.

RALPH B. GUY, Jr., Circuit Judge.

This appeal presents two questions for review. The first is whether the remand to state court of a removal action on the basis of the district court's interpretation of a forum selection clause results in an appealable order. Since we answer this question in the affirmative, we reach the second question which involves a review of the decision reached by the district court on the interpretation of the forum selection clause. On this issue, we conclude the court erred and we shall reverse.

I.

Plaintiff, Regis Associates (Regis), entered into an agreement with defendant, Rank Hotels Limited (Rank), in which Regis employed Rank to manage the Hotel St. Regis in Detroit, Michigan. Regis is a limited partnership, formed and existing under the laws of the State of Michigan. Rank is a corporation organized under the laws of England whose principal office is in London, England. Although this agreement was entered into in 1986, it was merely an extension of a 1980 agreement among Rank, the 3071 Limited Partnership, and the St. Regis Hotel Company, the predecessor to Regis. When the 1980 agreement was being negotiated, Rank offered as a model agreement one of its standard

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management agreements drafted for Rank's European operations. Consequently, the draft included a paragraph 28 entitled "Proper Law" which read:

The interpretation and application of this Agreement shall be governed by English law and the parties hereby submit to the jurisdiction of the English Courts.

In the course of negotiations, as would be expected, Regis proposed certain changes and modifications to the standard form agreement. James W. Draper, an officer in Regis, a partner in the 3071 Limited Partnership, and an attorney who specializes in property law, sent a two-page memo to Rank in which certain specific changes were requested. Relative to paragraph 28, Draper's memo read:

We would prefer to have the interpretation and application of the agreement governed by Michigan law and not by English law.

Rank later returned a revised draft in which the "Proper Law" clause, then numbered...

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