                 UNITED STATES COURT OF APPEALS
                      For the Fifth Circuit


                  No. 01-10463 & No. 01-10773


                     THE SOCIETY OF LLOYD’S,

                                               Plaintiff - Appellee,


                               VERSUS


                          PERCY R. TURNER,

                                              Defendant - Appellant.

                    -------------------------

                     THE SOCIETY OF LLOYD’S,

                                               Plaintiff - Appellee,

                               VERSUS


                         JAMES DUNCAN WEBB,

                                              Defendant - Appellant.



          Appeals from the United States District Court
                For the Northern District of Texas
                           July 25, 2002




Before DUHÉ, BARKSDALE, and DENNIS, Circuit Judges.
DENNIS, Circuit Judge:

     In these consolidated appeals, Percy Turner and Duncan Webb


                                 1
appeal from the district courts’ summary judgments in favor of the

Society of Lloyd’s (Lloyd’s) recognizing the foreign judgments that

it had obtained against them in an English court to collect

underwriting obligations owed by them as American members of

Lloyd’s insurance syndicates.   We affirm.



I.   FACTS AND PROCEDURAL HISTORY

     Through a succession of Parliamentary Acts (the Lloyd’s Acts

1871-1982), the United Kingdom Parliament has authorized Lloyd’s to

regulate an English insurance market located in London, England.

Some of the background as to the nature and structure of Lloyd’s of

London was set forth in Haynsworth v. The Corporation, 121 F.3d

956, 958-59 (5th Cir. 1997), by this court:

          . . . Lloyd’s is a 300-year-old market in which
     individual and corporate underwriters known as "Names"
     underwrite insurance. The Corporation of Lloyd’s, which
     is also known as the Society of Lloyd’s, provides the
     building and personnel necessary to the market’s
     administrative operations. The Corporation is run by the
     Council of Lloyd’s, which promulgates "Byelaws,"
     regulates the market, and generally controls Lloyd’s
     administrative functions.

          Lloyd’s does not underwrite insurance; the Names do
     so by forming groups known as syndicates. Within each
     syndicate, participating Names underwrite for their own
     accounts and at their own risk. That is, as a matter of
     English law, Names’ liability is several rather than
     joint, and individual Names are not responsible for the
     unfulfilled obligations of others. Each syndicate is
     managed and operated by a Managing Agent, who owes the
     Names a contractual duty to conduct the syndicate’s
     affairs with reasonable care. Syndicates have no legal
     existence or identity apart from the Names they comprise.



                                 2
          Names must become members of Lloyd’s in order to
     participate in the market.      Prospective members are
     solicited and assisted in the process of joining by
     Member’s Agents, whose duties to the Names are fiduciary
     in nature. Names must pass a means test to ensure their
     ability to meet their underwriting obligations, post
     security (typically, a letter of credit), and personally
     appear in London before a representative of the Council
     of Lloyd’s to acknowledge their awareness of the various
     risks and requirements of membership, and in particular
     the fact that underwriting in the Lloyd's market subjects
     them to unlimited personal liability.

          Participation in the market also requires the
     execution of a number of contracts and agreements, the
     most important of which is the General Undertaking, the
     standardized contract between Lloyd’s and the individual
     Names. Names additionally must enter into a Member’s
     Agent’s agreement, the contract that defines the
     relationship between the Name and his chosen Member’s
     Agent, and one or more Managing Agent’s agreements, which
     define the relationships between the Name and the
     Managing Agents of the syndicates he wishes to join.
     Under the present version of Lloyd’s Byelaws, each of
     these agreements must contain clauses designating England
     as the forum in which disputes are to be resolved and
     choosing English law as the law governing such disputes.

     In the late 1980s and early 1990s, Lloyd’s underwriters

incurred billions of dollars of losses, due in large part to toxic

tort cases. Because of the enormity of the outstanding liabilities

and because of the Names’ inability to satisfy their underwriting

obligations, the very existence of Lloyd’s was threatened.                   To

ensure   both   the   survival     of   the   market   and   the   payment   of

policyholders’ claims, as well as to protect the Names, Lloyd’s

devised the Reconstruction and Renewal (R&R) plan, which provided

reinsurance     for   all   the   Names’    pre-1993   liabilities    from   an

independent company, Equitas Reinsurance Ltd. (“Equitas”). Equitas

was funded, in part, by the reinsurance premiums paid by the Names.

                                        3
      Because one of the main goals of the R&R Plan was to allow the

Lloyd’s market to continue to function without being stalled by

litigation, the Equitas policy included two key provisions, both at

issue here.   First, the contract contained a “pay now, sue later”

provision, which precluded the Names from claiming any set-offs to

the Equitas premium, except by way of a separate litigation after

the payment of the premium was made.1   Second, the Equitas contract

contained a “conclusive evidence” clause, which provided that

Lloyd’s calculation of the premium owed constituted “conclusive

evidence as between the Name and [Equitas] in the absence of

manifest error.”2

      According to Lloyd’s, 95% of the Names accepted the offer and

paid the reinsurance premium.   The remaining 5%, including Turner

and Webb, refused to accept the offer and refused to pay.        As

Lloyd’s was contractually authorized to do,3 Lloyd’s appointed a

  1
      Equitas Reinsurance Limited Contract, cl. 5.5.
  2
      Id. cl. 5.10.
  3
    All Names signed a General Undertaking in which they agreed to
“comply with the provisions of Lloyd’s Acts 1871-1982, any
subordinate legislation made thereunder, . . . any . . .
requirement made or imposed by the Council [of Lloyd’s].” Pursuant
to Lloyd’s Acts 1982, Schedule 2, § (18)(b), Lloyd’s obtained the
power to appoint substitute agents when the Council deemed it
necessary. Through a series of bylaws and resolutions under this
Act, the Council was authorized to appoint a substitute agent on
behalf of Names specifically “to execute the Reinsurance Contract
for itself and on behalf of the Members in such form as the council
may direct. . . .” Lloyd’s Byelaw No. 20 of 1983; Byelaw No. 82 of
1995; AUA9 Resolution of 1996.

                                 4
substitute agent for the non-accepting Names. The substitute agent

signed and accepted the Equitas reinsurance contract on behalf of

the resistant Names.

        Lloyd’s paid the Equitas premiums for those Names, and Equitas

assigned its right to collect the premiums to Lloyd’s.               In late

1996, Lloyd’s brought collection proceedings in England against the

recalcitrant Names, including Turner and Webb.           Turner appeared

through counsel and participated in the English action.             But Webb,

despite notice and being made a party, elected not to answer or

defend in the English litigation.

        The lengthy litigation that followed in England took place in

a series of test cases.     First, the English courts tried the Leighs

case4    to   determine   whether   Lloyd’s   was   entitled   to    appoint

substitute agents to bind the non-settling Names to the R&R Plan,

to enforce the Equitas contact, and to collect the premiums.             The

court found for Lloyd’s, but allowed the plaintiffs to pursue their

claims of fraudulent inducement against Lloyd’s in a separate

action.       The English Court of Appeal upheld the trial court’s

decision, and leave to appeal was denied by the Judicial Committee

of the House of Lords, the English equivalent of the United States

Supreme Court.

        The Names’ claims for fraud were brought all together in the




  4
      Society of Lloyd’s v. Leighs & Others, (Q.B., Feb. 20, 1997).

                                     5
Jaffray action.5      Despite notice of this action from Lloyd’s,

neither Webb nor Turner joined in the Jaffray litigation. Although

the English courts found in favor of Lloyd’s, the English Court of

Appeal has granted permission to appeal, thus providing yet another

avenue of review for this claim.

      Following these decisions, Lloyd’s sought summary judgment

against the Names for the Equitas premium amount in the Fraser

litigation.6    In this litigation, the Names challenged Lloyd’s

calculation    of   the    reinsurance    premium   under   the   “conclusive

evidence” clause.         In response, the Queen’s Bench Division held

several hearings, required Lloyd’s to produce numerous documents

regarding its calculation of the premium, and allowed the Names to

present arguments regarding manifest error in Lloyd’s calculation

of the premium.       After lengthy review, the trial court ruled

against the Names on this claim, and the English Court of Appeal

denied leave to appeal.

      The English court then entered summary judgment against Turner

in England on March 11, 1998, holding him liable to Lloyd’s for

approximately ^71,000.        As Webb had chosen not to participate in

any of the foregoing litigation, a default judgment against him had

been entered on June 27, 1997, in an amount of approximately


  5
    Society of Lloyd’s v. Jaffray, 2000 WL 1629463 (Q.B. Nov. 3,
2000).
  6
    Society of Lloyd’s v. Fraser & Ors, (Q.B., Jan. 22 & Mar. 4,
1998).

                                      6
^66,000.    In May 2000, Lloyd’s sought recognition of the English

monetary judgments against Turner and Webb in separate divisions of

the Northern District of Texas.           In both cases, the Names sought

summary    judgment,   asking   for   non-recognition    of   the   English

judgments, and, in both cases, Lloyd’s filed cross motions for

summary judgment, seeking recognition of the judgments.                Both

district courts granted summary judgment in favor of Lloyd’s,

holding that the English judgments were enforceable under the Texas

Foreign Country Money-Judgment Recognition Act.          Webb and Turner

have both separately appealed and, because of the similarity of the

cases, we consolidated them for review.



II.   ANALYSIS

      A.    Standard of Review

      We review grants of summary judgment de novo, employing the

same standard as the district court.7          Rule 56(c) of the Federal

Rules of Civil Procedure allows the court to enter summary judgment

in favor of the moving party only “if the pleadings, depositions,

answers to interrogatories, and admissions on file, together with

the affidavits, if any, show that there is no genuine issue as to

any material fact and that the moving party is entitled to a

judgment as a matter of law.”8

  7
      Ramsey v. Henderson, 286 F.3d 264, 267 (5th Cir. 2002).
  8
    Fed. R. Civ. P. 56(c); see also Celotex Corp. v. Catrett, 477
U.S. 317, 323 (1986).

                                      7
       B.   Foreign Judgment Recognition9

       The Uniform Foreign Country Money-Judgment Recognition Act has

been adopted by Texas and governs whether a judgment entered by a

foreign nation will be recognized in this country.10             Under this

Act, once a copy of a foreign judgment is filed with the clerk of

the court in the county of residence of the party against whom

recognition is sought, the party against whom recognition is sought

may contest the judgment’s recognition by filing a motion for non-

recognition, which Turner and Webb have done.11          A court may refuse

to enforce a foreign judgment if certain provisions of § 36.005 of

the Civil Practice and Remedies Code are applicable.                  Relevant

here, “[a] foreign country judgment is not conclusive if . . . the

judgment    was   rendered   under   a   system   that   does   not   provide

impartial tribunals or procedures compatible with the requirements

of due process of law.”12 Texas statutory law also provides a court

with the discretion not to enforce a foreign country judgment if

“the cause of action on which the judgment is based is repugnant to




  9
    Because the basis of this court’s jurisdiction is premised on
diversity, there is no dispute that Texas law applies to the
recognition of these judgments. Banque Libanaise Pour Le Commerce
v. Khreich, 915 F.2d 1000, 1003 (5th Cir. 1990).
  10
     Tex. Civ. Prac. & Rem. Code Ann. §§ 36.001-36.008 (Vernon
2000).
  11
       Id. §§ 36.0041, 36.0044.
  12
       Id. § 36.005(a)(1).

                                     8
the public policy of this state.”13



            1.   Due Process

       As with all matters of statutory construction, we begin our

analysis of the Texas Recognition Act by considering the plain

language of the statute.14     In that vein, we observe that the Texas

Recognition Act requires that the foreign judgment be “rendered

[only] under a system” that provides impartial tribunals and

procedures compatible with “due process of law.”15 Moreover, as the


  13
       Id. § 36.005(b)(3).
  14
     Southwest Livestock & Trucking Co., Inc. v. Ramon, 169 F.3d
317, 321 (5th Cir. 1999).
  15
     Tex. Civ. Prac. & Rem. Code § 36.005(a)(1) (emphasis added);
Society of Lloyd’s v. Ashenden, 233 F.3d 473, 477 (7th Cir. 2000);
Shwenke v. Texas, 960 S.W.2d 227, 230 (Tex. App.–Corpus Christi
1997, writ denied) (“When interpreting the intent and meaning of a
statute, the court focuses on, and will follow, the plain language
of the statute unless doing so leads to absurd and unintended
consequences.”); Ramon, 169 F.3d at 321 (5th Cir. 1999) (employing
a plain language reading of the public policy provision of the
Texas Recognition Act); 1 Restatement (Third) of Foreign Relations
§ 482 cmt. b (1987) (“A court asked to recognize or enforce the
judgment of a foreign court must satisfy itself of the essential
fairness of the judicial system under which the judgment was
rendered.”); see also Bridgeway Corp. v. Citibank, 201 F.3d 134,
137-138, 142-44 (2d Cir. 2000) (refusing to enforce a Liberian
judgment because of “Liberia’s judicial system was in a state of
disarray and the provisions of the Constitution concerning the
judiciary were no longer followed”); Bank Melli Iran v. Pahlavi, 58
F.3d 1406, 1410-13 (9th Cir. 1995) (concluding that after the Shah
of Iran was deposed, the Iranian judicial system did not afford
protections compatible with due process); Kam-Tech Syst. Ltd. v.
Yarden, 774 A.2d 644, 649-52 (N.J. Super. Ct. App. Div. 2001)
(concluding that the defendant “has provided us with no basis for
concluding that the civil justice system of the State of Israel can


                                   9
statute requires only the use of “procedures compatible with the

requirements of due process,” the foreign proceedings need not

comply with the traditional rigors of American due process to meet

the requirements of enforceability under the statute.16        This

provision has been “interpreted . . .     to mean that the foreign

procedures [must only be] ‘fundamentally fair’ and . . . not offend

against ‘basic fairness.’”17

       “The origins of our concept of due process are English, . . .

[and] United States courts which have inherited major portions of

their judicial traditions and procedure from the United Kingdom are

hardly in a position to call the Queen’s Bench a kangaroo court.”18

This court, in particular, has noted that “England [is] a forum

that American courts repeatedly have recognized to be fair and


in any way be considered lacking the attributes of due process.”).
  16
     Id. § 36.005 (a)(1) (emphasis added); Hilton v. Guyot, 159
U.S. 113 (1895) (“[W]e are not prepared to hold that the fact that
the [foreign] procedure . . . differed from that of our own courts
is, of itself, a sufficient ground for impeaching the foreign
judgment.”); Ingersoll Milling Mach. Co. v. Granger, 833 F.2d 680,
687 (7th Cir. 1987); Dart v. Balaam, 953 S.W.2d 478, 480 (Tex.
App.-Fort Worth 1997, no pet.) (“This ground for nonrecognition
that requires impartial tribunals and procedures compatible with
due process of law does not dictate that procedures be identical to
those in the United States”);     Uniform Foreign-Money Judgments
Recognition Act § 4 cmt., U.L.A. (1986) (“[A] mere difference in
the procedural system is not a sufficient basis for non-
recognition. A case of serious injustice must be involved.”).
  17
     Ashenden, 233 F.3d at 477 (citing Ingersoll, 833 F.2d at 687-
88); 18B Charles Alan Wright et al., Federal Practice and Procedure
§ 4473 n.7 (2d ed. 2002)(quoting Ashenden, 233 F.3d at 477).
  18
       Id. at 476 (citations omitted).


                                 10
impartial.”19    In short, “[a]ny suggestion that th[e] [English]

system of courts does not provide impartial tribunals or procedures

compatible with the requirements of due process of law borders on

the risible.”20 Because “the courts of England are fair and neutral

forums,”21 the district courts did not err in recognizing the

judgments that   Lloyd’s obtained there.22

  19
     Haynsworth v. The Corporation, 121 F.3d 956, 967 (5th Cir.
1997).
  20
     Ashenden, 233 F.3d at 476 (citations omitted).       Moreover,
given Webb’s utter failure to participate in any stage of any of
the English proceedings,“we not only look with skepticism, but we
flatly reject the due process complaint of a party who ‘was given,
and . . . waived, the opportunity of making the adequate
presentation in the English Court.’” British Midland Airways Ltd.
v. Int’l Travel Inc., 497 F.2d 869, 871 (9th Cir. 1974) (quoting
Somportex Ltd. v. Philadelphia Chewing Gum Corp., 453 F.2d 435, 441
(3d Cir. 1971)); see also Dart, 953 S.W.2d at 480 (“Grounds for
nonrecognition may be waived if a party had the right to assert
that ground as an objection or defense in the foreign country court
but failed to do so.”).
  21
       Id.
  22
     Id. at 477. We need not speculate on the outcome of this case
had the Names presented some evidence that the proceedings in their
cases were “fundamentally unfair.”     See, e.g., Banco Minero v.
Ross, 172 S.W. 711 (1915) (a pre-Texas Recognition Act case
refusing to recognize a Mexican judgment because the Mexican
judgment was “a maze of words” that “appear[ed] to have been
rendered on no proof whatever”). Instead, the Names complain that
the special self-regulatory “Lloyd’s[-]created system deprived
[them] of due process.” “The key question, [however,] is not the
fairness of Lloyd’s measures but the fairness of the English court
in holding that Lloyd’s was authorized by its contract with the
[N]ames to appoint agents to negotiate a contract that would bind
the [N]ames without the [N]ames’ consent.” Ashenden, 233 F.3d at
480. Webb and Turner have provided no evidence that the English
court proceedings here were unfair. In fact, in evaluating the
Names’ claims, the English courts applied typical English law,
discussed “general freedom to contract out of the right of set-


                                 11
              2.        Texas Public Policy

       Turner and Webb also argue that the district courts erred in

enforcing the English judgments because they contravene the public

policy   of    Texas.          Under   the    Uniform    Foreign       Money-Judgments

Recognition        Act,      “[a]   foreign    country    judgment       need    not   be

recognized if . . . the cause of action on which the judgment was

based is repugnant to the public policy of the state.”23                         To deny

enforcement        of    a   foreign   judgment    based    on     a    public    policy


off,” and noted that the conclusive evidence clause is “not an
unusual type of clause.” Moreover, our colleagues from the Seventh
Circuit have already concluded that the particular English
proceedings of which Webb and Turner complain here do not run afoul
of the due process provision of the Uniform Money-Judgement
Recognition Act.   Ashenden, 233 F.3d at 478-82.     We find their
reasoning to be persuasive and adopt it as our own.


  23
     Tex. Civ. Prac. & Rem. § 36.005. While the Appellants’ due
process argument for non-enforcement of the English judgment is a
“mandatory” grounds for non-enforcement under subsection (a) of the
statute, the public policy argument offered here falls under
subsection (b) of the statute, which grants the district judge the
“discretion” not to enforce the judgment if he finds that one of
the enumerated conditions are met. Although such a requirement
seems to mandate an abuse of discretion standard, Banque Libanaise
Pour Le Commerce v. Khreich, 915 F.2d 1000, 1004 (5th Cir. 1990),
we have previously employed a de novo review in this context.
Ramon, 169 F.3d at 321 (reviewing de novo a district court’s
summary judgment decision under the public policy prong of the
Texas Recognition Act). As this court and the Supreme Court have
noted, however, “‘[l]ittle turns . . . on whether we label review
of this particular question abuse of discretion or de novo, for an
abuse of discretion does not mean a mistake of law is beyond
appellate correction.”    Id. at 321 n.3 (quoting Koon v. United
States, 518 U.S. 81, 100 (1996)).


                                             12
argument, the “level of contravention of Texas law has to be high.

. . .”24

       In conducting our analysis, we again begin with the “the plain

language of the Texas Recognition Act” and note that it is “the

cause of action on which the judgment is based” which must be

contrary to Texas public policy before non-recognition is allowed.25

In Southwest Livestock & Trucking Co., Inc. v. Ramon, we stated

that “[t]his subsection of the Texas Recognition Act does not refer

to the judgment itself, but specifically to the ‘cause of action on

which the judgment is based.’       Thus, the fact that a judgment

offends Texas public policy does not, in and of itself, permit the

district court to refuse recognition of that judgment.”26      Ramon

involved a “Mexican judgment [that] was based on an action for

collection of a promissory note” with a 48% interest rate.27     The

Mexican court ruled in favor of the creditor and ordered the debtor

to satisfy the debt and the 48% interest rate in full.28         The

district court, however, refused to recognize the judgment because


  24
     Southwest Livestock & Trucking Co., Inc. v. Ramon, 169 F.3d
317, 319 (5th Cir. 1999).
  25
     Id. at 321 (quoting Tex. Civ. Prac. & Rem. Code Ann. §
36.005(b)(3)).
  26
     Id. at 321; see also Norkan Lodge Co. Ltd. v. Gillum, 587 F.
Supp. 1457, 1461 (N.D. Tex. 1984).
  27
       Ramon, 169 F.3d at 321.
  28
       Id. at 319.


                                  13
it violated Texas public policy.29    This court reversed, concluding

that the district court erred in failing to recognize the Mexican

judgment because the cause of action for collection on a promissory

note did not offend Texas public policy.30

       Lloyd’s sued Webb and Turner for breach of contract and

obtained a judgment in England on that cause of action.           In

presenting their challenge here, Webb and Turner do not argue that

a cause of action for breach of contract is contrary to Texas

public policy, but instead claim that their particular judgments

are contrary to Texas’s breach of contract law because Lloyd’s

needed only to assert the existence of a contract and the amount

owed, while Texas requires four elements to be established for a

breach of contract claim (i.e., (i) the existence of a contract,

(ii) proof of the plaintiff’s performance, (iii) evidence of the

defendant’s breach, and (iv) damages).31    In short, the Appellants

argue that the English judgments should not be enforced because the

legal standards applied by the English courts are different from

the standards that the Texas courts would have applied, had Lloyd’s

brought its claim there.

       Accepting the Appellants’ characterization of English breach


  29
       Id.
  30
       Id. at 323.
  31
     Wright v. Christian & Smith, 950 S.W.2d 411, 412 (Tex. App. -
Houston [1st Dist.] 1997, no writ).


                                 14
of contract law as true, the standard for non-recognition of a

foreign judgment under the Texas Act is whether the “cause of

action” is repugnant to state public policy, not whether the

standards for evaluating that cause of action are the same or

similar in the foreign country.     In other words,

       [e]nforcement of a judgment of a foreign court based on
       the law of the foreign jurisdiction does not offend the
       public policy of the forum simply because the body of
       foreign law upon which the judgment is based is different
       from the law of the forum or because the foreign law is
       more favorable to the judgment creditor than the law of
       the forum would have been had the original suit been
       brought at the forum. The very idea of a law of conflicts
       of law presupposes differences in the laws of various
       jurisdictions and that different initial results may be
       obtained depending upon whether one body of law is
       applied or another.32

Because a breach-of-contract cause of action is not contrary to

Texas public policy,33 the district courts did not err in rejecting

the claims of Webb and Turner and in recognizing the English

judgments.34


  32
     Hunt v. BP Exploration Co., 492 F. Supp. 885, 901 (N.D. Tex.
1980).
  33
     See, e.g., Wright, 950 S.W.2d at 412; Hussong v. Schwan’s
Sales Enters., Inc., 896 S.W.2d 320, 326 (Tex. App. - Houston [1st
Dist.] 1995, no writ).
  34
     Despite the clear language of the statute and this court’s
precedent, Webb and Turner also argue that the judgments in their
particular cases violate the Texas public policy on cognovit
judgments and on the non-waivable protections of consumers from
fraud and noncompliance with Texas securities laws.           These
arguments are without merit, as “[u]nder the Texas Recognition Act,
it is irrelevant that the [foreign] judgment itself contravened
Texas’s public policy. . . .” Ramon, 169 F.3d at 321.


                                  15
III. CONCLUSION

     For the foregoing reasons, the judgments of the district

courts are AFFIRMED.




                             16
