Germaninvestments AG v. Allomet Corporation

Summary

The Supreme Court of Delaware affirmed dismissal of the statutory stock-certificate claim, reversed dismissal based on the forum-selection clause, and remanded. It held that Austrian law was selected by the agreement and had a sufficient material relationship to the transaction, but that the defendants failed to prove the substance of the relevant Austrian and European law. Applying Delaware law instead, the court construed the clause stating that Vienna was the place of jurisdiction as permissive rather than mandatory. The court also held that the statutory stock-replacement mechanism did not apply because ownership was disputed and the certificates were not lost, stolen, or destroyed.