May 22, 2017
from the United States District Court for the Northern
District of Indiana, South Bend Division. No. 3:15-CV-261 -
William C. Lee, Judge.
Flaum, Easterbrook, and Sykes, Circuit Judges.
Salles Leite Neto is a defendant in parallel civil litigation
brought by 1st Source Bank in Indiana and Brazil. Neto sought
antisuit injunctive relief in Indiana district court to
prevent 1st Source from pursuing its claims in Brazil. The
district court denied Nero's motion, and Neto appeals.
For the following reasons, we affirm.
2009, Neto entered into a trust agreement with Wells Fargo
Bank to purchase an airplane for use in his business. Wells
Fargo borrowed $6 million from 1st Source and pledged the
aircraft as collateral. In January 2011, Neto signed a
guarantee for that loan. The guarantee contains the following
disputed choice-of-law and venue provisions:
3.02 Governing Law. This guarantee shall be governed
by and construed in accordance with the laws of the state of
Indiana .... In relation to any dispute arising out of or in
connection with this guarantee the guarantor [i.e.,
Neto] hereby irrevocably and unconditionally agrees that all
legal proceedings in connection with this guarantee shall be
brought in the United States District Court for the District
of Indiana located in South Bend, Indiana, or in the judicial
district court of St. Joseph County, Indiana, and the
guarantor waives all rights to a trial by jury provided
however that the lender [i.e., 1st Source]
shall have the option, in its sole and exclusive discretion,
in addition to the two courts mentioned above, to institute
legal proceedings against the guarantor for repossession of
the aircraft in any jurisdiction where the aircraft may be
located from time to time, or against the guarantor for
recovery of moneys due to the lender from the guarantor, in
any jurisdiction where the guarantor maintains, temporarily
or permanently, any asset. The parties hereby consent and
agree to be subject to the jurisdiction of all of the
aforesaid courts and, to the greatest extent permitted by
applicable law, the parties hereby waive any right to seek to
avoid the jurisdiction of the above courts on the basis of
the doctrine of forum non conveniens.
3.02") (capitalization removed). In June 2012, the
Brazilian government seized the airplane. For several years,
Neto continued to pay 1st Source for his debt on the plane,
making almost $3 million in payments. Neto stopped making
payments in December 2014.
2015, 1st Source sued Neto in the Northern District of
Indiana to collect the remainder of the debt. 1st
Source's amended complaint asserted:
Venue in the Northern District of Indiana and the South Bend
Division is proper .... A substantial part of the events or
omissions giving rise to 1st Source's claim occurred in
St. Joseph County, Indiana. Moreover, 1st Source and the
Defendants have contractually agreed that any litigation
between the[m] must be venued in St. Joseph County, Indiana.
Further, under 28 U.S.C. § 1391(c)(3), [Neto] may be
sued in any judicial district.
parties conducted some discovery and attempted to resolve the
dispute short of trial: 1st Source filed one
document-production request, and Neto traveled to Chicago for
a deposition and mediation session related to this dispute
and another case not relevant to this appeal. In July 2016,
1st Source filed a substantively similar complaint against
Neto in Sao Paolo, Brazil, seeking to recoup the remainder of
the debt from the airplane transaction. At the time that 1st
Source filed the Brazil lawsuit, Neto maintained certain
assets, including the airplane at issue, in Brazil. In
October, Neto sought an-tisuit injunctive relief in Indiana
district court in an effort to prevent 1st Source from
proceeding with the parallel action in Brazil. He argued that
§ 3.02 of the loan guarantee prohibited 1st Source from
bringing suit in Brazil, and that the Brazil litigation was
vexatious and duplicative. The district court denied
Neto's motion, concluding that § 3.02 allowed for
the parallel litigation, and that Neto had not met his burden
for showing that the Brazil litigation was vexatious. This
appeal from decisions on injunctive relief, "[w]e review
legal conclusions de novo, findings of fact for clear error,
and equitable balancing for abuse of discretion."
Korte v. Sebelius,735 F.3d 654, 665 (7th Cir.
2013). "Our review of contract meaning is de novo."