                           NOT FOR PUBLICATION

                    UNITED STATES COURT OF APPEALS                            FILED
                            FOR THE NINTH CIRCUIT                             MAY 02 2011

                                                                          MOLLY C. DWYER, CLERK
                                                                            U.S. COURT OF APPEALS

THE RICE CORPORATION, a Delaware                 No. 09-17687
corporation, dba The Rice Company,
                                                 D.C. No. 2:06-CV-1516-GEB
              Plaintiff - Appellant,
                                                 MEMORANDUM*
  v.

GRAIN BOARD OF IRAQ, an Iraqi state
company; IRAQI MINISTRY OF
TRADE, an Iraqi state agency,

              Defendants - Appellees.


                   Appeal from the United States District Court
                       for the Eastern District of California
                  Garland E. Burrell, Jr., District Judge, Presiding

                       Argued and Submitted April 13, 2011
                            San Francisco, California

Before: KOZINSKI, Chief Judge, N.R. SMITH, Circuit Judge, and BLOCK,
District Judge.**




        *
             This disposition is not appropriate for publication and is not precedent
except as provided by Ninth Circuit Rule 36-3.
       **
             The Honorable Frederic Block, Senior United States District Judge for
the Eastern District of New York, sitting by designation.
      1.       Paragraph 18 of the parties’ contract is necessarily mandatory and

exclusive: A dispute that “shall be settled . . . final[ly] and conclusive[ly]” by an

Iraqi court cannot, as a matter of logic, be resolved by any other. Cf. The Bremen

v. Zapata Off-Shore Co., 407 U.S. 1, 2, 20 (1972).

      2.       Appellant failed to carry its “heavy burden of showing that trial in

the chosen forum would be so difficult and inconvenient that [it] effectively would

be denied a meaningful day in court.” Pelleport Investors, Inc. v. Budco Quality

Theatres, Inc., 741 F.2d 273, 281 (9th Cir. 1984); see also The Bremen, 407 U.S. at

16 (“[W]here it can be said with reasonable assurance that at the time they entered

the contract, the parties to a freely negotiated private international commercial

agreement contemplated the claimed inconvenience, it is difficult to see why any

such claim of inconvenience should be heard to render the forum clause

unenforceable.”). Even taking the facts in the light most favorable to appellant, see

Murphy v. Schneider Nat’l, Inc., 362 F.3d 1133, 1139 (9th Cir. 2004), we hold that

the district court did not abuse its discretion in enforcing Paragraph 18.

      AFFIRMED.




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