                                                       United States Court of Appeals
                                                                Fifth Circuit
                                                             F I L E D
               IN THE UNITED STATES COURT OF APPEALS
                       FOR THE FIFTH CIRCUIT                   May 5, 2004

                                                         Charles R. Fulbruge III
                                                                 Clerk
                            No. 03-11052
                          Summary Calendar


     DELTA BRANDS INC

                           Plaintiff - Appellant

     v.

     DANIELI CORPORATION; DANIELI & C SPA; SSAB TUNNPLAT AB


                           Defendants - Appellees


          Appeal from the United States District Court
               for the Northern District of Texas
                        No. 3:02-CV-81-N


Before KING, Chief Judge, and DeMOSS and STEWART, Circuit Judges.

PER CURIAM:*

     Delta Brands, Inc. (“Delta”), a Texas Corporation, brought

suit against SSAB Tunnplåt AB (“SSAB”), a Swedish Corporation,

Danieli Corporation (“Danieli Corp.”), a Delaware Corporation,

and Danieli & C Officine Meccaniche SpA (“Danieli & C”), an

Italian Corporation.    The three defendants sought dismissal on

various grounds.   After finding that Delta had failed to



     *
          Pursuant to 5TH CIR. R. 47.5, the court has determined
that this opinion should not be published and is not precedent
except under the limited circumstances set forth in 5TH CIR. R.
47.5.4.

                                  1
establish a prima facie case of personal jurisdiction over SSAB

or Danieli Corp., the district court granted their motions to

dismiss.       The district court granted Danieli & C’s motion to

dismiss on the basis of forum non conveniens, upon determining

that the relevant private and public interests favored Italy,

rather than Texas, as the appropriate forum.        Delta appeals the

district court’s dismissal of its claims against SSAB, Danieli &

C, and Danieli Corp.       We affirm.

                              I.   BACKGROUND

           Delta, a Texas corporation that designs and manufactures

steel-processing equipment, contacted SSAB, a sheet-steel

manufacturer based in Sweden, in an effort to market its product

to SSAB.       Fortuitously, at that time, SSAB was soliciting bids

for two cut-to-length lines.1      SSAB invited Delta to submit a

bid, and Delta complied by sending a bid and layout drawings to

SSAB.       Five companies besides Delta responded to SSAB’s bid

request, including Danieli & C, an Italian company.

       At SSAB’s invitation, Delta flew to Sweden to discuss its

bid.       During its meeting with Delta in Sweden, SSAB expressed an

interest in viewing Delta’s equipment in operation.        Once Delta’s

representatives returned to the United States, SSAB again

requested to view Delta’s equipment.        The parties agreed that


       1
          Cut-to-length lines perform a variety of functions
including uncoiling coils of steel, leveling the steel, cutting
the steel to a specific length, and stacking the cut pieces.

                                        2
SSAB would visit the United States.   SSAB thus flew to the United

States, inspected Delta’s equipment in Tennessee and Indiana, and

met with Delta representatives at Delta’s headquarters in Irving,

Texas.   Throughout the trip, SSAB praised Delta’s technology.

     Danieli Corp.,2 the North American representative of Danieli

& C,3 telephoned Delta to inquire about the possibility of having

Delta work as a subcontractor for Danieli & C on the SSAB

project.   Employees at Danieli Corp. and Delta exchanged several

phone calls and emails on this subject, but Danieli & C and Delta

ultimately decided to pursue separate bids.

     SSAB subsequently invited Delta, Danieli & C, and one other

company back to Sweden for final bidding and negotiations.   After

completion of these meetings, SSAB informed Delta that it had not

been chosen for the project.   Delta telephoned SSAB to inquire

who had been chosen; SSAB replied that Danieli & C was to provide

its cut-to-length lines.   During this call, SSAB told Delta that

it had asked Danieli & C to provide a rotary shear like Delta’s.

     At SSAB’s suggestion, Delta contacted Danieli & C, through

Danieli Corp., about possibly subcontracting on SSAB’s project.

According to Delta, Danieli Corp. opened a dialogue between Delta


     2
          Danieli Corp. is organized under the laws of Delaware
and its principal place of business is in Cranberry Township,
Pennsylvania.
     3
          Danieli Corp. is wholly owned by Danieli Holdings,
Inc., which, in turn, is wholly owned by Industrielle
Betellingung SA, which, in turn, is 90% owned by Danieli & C.

                                 3
and Danieli & C.   Danieli Corp. also forwarded technical

information from Delta to Danieli & C.    These discussions

culminated in Delta submitting an offer to Danieli & C.     When

Danieli & C did not immediately respond to the offer, Delta

contacted Danieli & C to check the status of its bid.

     Danieli & C telephoned Delta in Texas and asked Delta to

send a delegation to Buttrio, Italy to finalize the agreement.

Delta’s representatives thus traveled to Italy.    In Italy,

Danieli & C executed a confidentiality agreement with Delta and

was provided with confidential documents regarding Delta’s rotary

shear and its electromagnetic stacker.    Danieli & C, however,

declined to finalized the subcontracting agreement while Delta

was in Italy; Danieli & C told Delta that the agreement would be

finalized upon Delta’s return to Texas.

     Delta’s representatives returned to Texas, but Delta was not

contacted by Danieli & C as planned.   Delta telephoned Danieli &

C repeatedly to check on the status of its bid.    Danieli & C

eventually emailed Delta that its price was too high.    When Delta

telephoned Danieli & C, Danieli & C warned that if Delta would

not provide its rotary shear and its electromagnetic stacker at a

lower price, then Danieli & C would have them manufactured by

someone else.

     Delta brought suit against Danieli & C and Danieli Corp. in

federal district court in Texas, alleging that the companies had

both breached their confidentiality agreement with Delta and

                                 4
misappropriated Delta’s trade secrets.    Delta later amended its

complaint to add causes of action for fraud, conspiracy, and

negligent misrepresentation, and to include SSAB as a defendant.

Upon various motions by the defendants, the district court

dismissed Delta’s suit against Danieli & C under the doctrine of

forum non conveniens, dismissed Delta’s suit against SSAB for

lack of personal jurisdiction, and ordered Delta to amend its

complaint to state its allegations against Danieli Corp. more

specifically.   Delta’s Second Amended Complaint alleges that

Danieli Corp. conspired with Danieli & C to misappropriate

Delta’s trade secrets by misrepresenting Danieli & C’s intent to

use Delta as a subcontractor and then breaching its

confidentiality agreement with Delta.    After Delta submitted its

Second Amended Complaint, Danieli Corp. moved to dismiss for lack

of personal jurisdiction.    The district court granted Danieli

Corp.’s motion and entered a final judgment against Delta.    Delta

timely appeals the dismissal of its claims against SSAB, Danieli

& C, and Danieli Corp.

                    II.     PERSONAL JURISDICTION

     We review a district court’s decision to dismiss for lack of

personal jurisdiction de novo.     Stripling v. Jordan Prod. Co.,

234 F.3d 863, 869 (5th Cir. 2000).     Where, as here, the district

court did not conduct an evidentiary hearing, the party seeking

to assert personal jurisdiction is required only to present



                                   5
sufficient facts to make out a prima facie case.       Id.    The court

will accept as true any uncontroverted allegations contained the

party’s complaint and will resolve all factual conflicts arising

out of the parties’ affidavits in favor of the party seeking

jurisdiction.   Id.   The court need not, however, accept “merely

conclusory” allegations as true.       Cent. Freight Lines Inc. v. APA

Transp. Corp., 322 F.3d 376, 380 (5th Cir. 2003).

     A federal court sitting in diversity may exercise personal

jurisdiction over a nonresident defendant if (1) the state long-

arm statue permits an exercise of jurisdiction and (2) an

exercise of jurisdiction would comport with the requirements of

the Due Process Clause of the Fourteenth Amendment.          Religious

Tech. Ctr. v. Liebreich, 339 F.3d 369, 373 (5th Cir. 2003); see

also FED. R. CIV. P. 4(e)(1), 4(h)(1), 4(k)(1).     Because the

requirements of Texas’s long-arm statute are coextensive with the

requirements of the Due Process Clause, the sole inquiry in this

case is whether the district court’s exercise of personal

jurisdiction over the defendants would be consistent with due

process.   Religious Tech Ctr., 339 F.3d at 373.

     The exercise of jurisdiction over a nonresident defendant is

proper, under the Due Process Clause, when two requirements have

been met: (1) the defendant has established “minimum contacts”

with the forum state and (2) exercising jurisdiction does not

offend “traditional notions of fair play and substantial


                                   6
justice.”   Int’l Shoe Co. v. Washington, 326 U.S. 310, 316

(1945); Alpine View Co. v. Atlas Copco AB, 205 F.3d 208, 214-15

(5th Cir. 2000).   A defendant has minimum contacts with a forum

if it has “purposefully avail[ed] itself of the privilege of

conducting activities within the forum State, thus invoking the

benefits and protections of its laws.”   Hanson v. Denckla, 357

U.S. 235, 253 (1958).   The minimum-contacts requirement ensures

that “the defendant’s conduct and connection with the forum State

are such that he should reasonably anticipate being haled into

court there.”   World-Wide Volkswagen Corp. v. Woodson,   444 U.S.

286, 297 (1980).

     Personal jurisdiction may be specific or general.    A court

may exercise specific personal jurisdiction over a defendant if

the suit arises out of or is related to the defendant’s

purposeful contacts with the forum.   Helicopteros Nacionales de

Colombia, S.A. v. Hall, 466 U.S. 408, 414 n.8 (1984); Alpine View

Co., 205 F.3d at 215.   By contrast, if a suit is unrelated to the

defendant’s activities in the forum, a court may exercise general

personal jurisdiction over the defendant if the defendant’s

contacts with the forum state are substantial and “continuous and

systematic.”    Helicopteros, 466 U.S. at 414-15; Alpine View Co.,

205 F.3d at 215.

     With these general principles in mind, we now consider

whether the district court properly found that it did not have

personal jurisdiction over either SSAB or Danieli Corp.

                                 7
     1.   SSAB

     SSAB is organized under the laws of Sweden.   SSAB’s

principal place of business is Borlänge, Sweden; it has no

subsidiaries or branch offices in the United States.   SSAB does

not have employees, servants, or agents in Texas, nor does it own

or lease any property in Texas.   Nonetheless, Delta contends that

SSAB’s contacts with Texas are sufficient to support general

personal jurisdiction because (1) SSAB Swedish Steel (“Swedish

Steel”), which is wholly owned by SSAB’s parent corporation, SSAB

Svenskt Stal AB, maintains a Pittsburgh office and sells products

in Texas; (2) one of Swedish Steel’s employees resides in Texas;

(3) 0.04% of SSAB’s steel products were shipped by third parties

into Texas; and (4) SSAB’s representatives visited Delta’s Texas

facility on one occasion.   We agree with the district court that

these contacts are insufficient to give rise to general personal

jurisdiction over SSAB.

     As noted by the district court, Swedish Steel’s contacts

with Texas may not be imputed to SSAB because the evidence

demonstrates that SSAB and Swedish Steel, though owned by the

same parent corporation, are separate and distinct entities.     See

Alpine View Co., 205 F.3d at 218-19; Bearry v. Beech Aircraft

Corp., 818 F.2d 370, 372-73 (5th Cir. 1987).   Furthermore, that a

small portion of SSAB’s products were shipped by third parties

into Texas does not establish that SSAB availed itself of the


                                  8
benefits and protections of Texas law.   See Bearry, 818 F.2d at

373, 375-76 (holding that “[t]he laws of Texas neither protected

nor benefitted” the defendant even though nearly $250 million of

the defendant’s manufactured products flowed to independent

dealers in Texas over a five-year period).   Finally, SSAB’s lone

trip to Texas for the purpose of visiting Delta’s headquarters is

not a substantial contact and certainly does not constitute

“continuous and systematic” contacts with Texas.   In sum, the

flow of SSAB’s goods into Texas through third parties, combined

with one visit by SSAB to Delta’s Texas facility, are

insufficient contacts with Texas to give rise to general personal

jurisdiction.

     Delta also contends, however, that SSAB has contacts with

Texas that support specific personal jurisdiction because (1)

SSAB made misrepresentations to Delta, some of these

misrepresentations were made in Texas, and it was foreseeable

that the effects of SSAB’s misrepresentations would be felt by

Delta in Texas and (2) SSAB was part of a conspiracy to acquire

and to misappropriate Delta’s confidential information.

     Delta correctly notes that this court has held that tortious

actions performed outside of Texas may be sufficient, for

purposes of minimum-contacts analysis, if the actions “had

foreseeable effects in the forum and were directed at the forum.”

Wien Air Alaska, Inc. v. Brandt, 195 F.3d 208, 212 (5th Cir.



                                9
1999).   But Delta has not shown that SSAB directed its actions at

Texas.   Rather, the evidence shows that Delta sought out SSAB’s

business, first by telephoning SSAB in Sweden, and then by

traveling to Sweden to meet with SSAB representatives.    In fact,

SSAB ultimately declined to create an ongoing business

relationship with Delta, opting instead to do business with

Danieli & C, an Italian Corporation.   Contact initiated by Delta

is insufficient to show that SSAB purposefully directed its

actions at Texas.   Hanson, 357 U.S. at 253 (“The unilateral

activity of those who claim some relationship with a nonresident

defendant cannot satisfy the requirement of contact with the

forum State.”).

     Furthermore, Delta has not alleged that SSAB made

misrepresentations to Delta while SSAB was in Texas; nor has

Delta alleged that SSAB made misrepresentations in telephone

calls, faxes, or emails to Delta personnel in Texas.4    Cf. Wien

Air Alaska, Inc., 195 F.3d at 212 (holding that the defendants

had purposefully directed their actions at Texas by making

fraudulent misrepresentations to the plaintiff in telephone calls

     4
          SSAB did allegedly comment, during a phone call with a
Delta employee in Texas, that “the rotary shear and temper mill
in [Delta’s] material were very novel and interesting,” but,
presumably, Delta does not consider this to be a false statement.
In any case, this statement cannot form the basis for a
fraudulent-misrepresentation claim, because, under Texas law,
statements of opinion or judgment do not ordinarily support
claims of fraud. Fina Supply, Inc. v. Abilene Nat’l Bank, 726
S.W.2d 537, 540 (Tex. 1987); Ryan v. Collins, 496 S.W.2d 205, 210
(Tex. Civ. App.--Tyler 1973, writ ref’d n.r.e.).

                                10
to the plaintiff in Texas and in letters and faxes sent to the

plaintiff in Texas).   Thus, Delta has not shown that SSAB

purposefully availed itself of the privilege of conducting

business within Texas or invoked the benefits and protections of

Texas’s laws.   Consequently, we conclude that Delta has failed to

establish a prima facie case of specific personal jurisdiction

based on SSAB’s alleged misrepresentations.    See Panda Brandywine

Corp. v. Potomac Elec. Power Co., 253 F.3d 865, 869 (5th Cir.

2001).

     Delta also contends that specific personal jurisdiction can

be based on SSAB’s alleged participation in a conspiracy to

obtain Delta’s confidential information.   To establish its prima

facie case of specific personal jurisdiction, Delta was required

to demonstrate that SSAB individually, and not as part of the

conspiracy, had minimum contacts with Texas.   Guidry v. United

States Tobacco Co., 188 F.3d 619, 625 (5th Cir. 1999).     Thus,

Delta was required to show that either the alleged conspiracy or

SSAB’s alleged misrepresentations were related to or arose out of

SSAB’s contacts with Texas.

     Delta’s First Amended Complaint states that “Defendants SSAB

and Danieli have conspired together . . . to acquire and

misappropriate [Delta]’s confidential and proprietary

information” by making material misrepresentations to Delta.       In

this section of its complaint, however, Delta makes no reference

to the state of Texas.   Delta has provided no other evidence that

                                11
the conspiracy was related to SSAB’s contacts with Texas.

Furthermore, as explained above, there is no evidence that SSAB’s

alleged misrepresentations were directed at Texas.    Therefore,

Delta has not established a prima facie case of specific personal

jurisdiction over SSAB based on its alleged participation in a

conspiracy against Delta.

     As Delta has presented neither a prima facie case of general

personal jurisdiction nor a prima facie case of specific personal

jurisdiction, the district court correctly dismissed Delta’s suit

against SSAB.

     2.   Danieli Corp.

     Delta contends that Danieli Corp. has minimum contacts with

Texas based on Danieli Corp.’s breach of Delta’s confidentiality

agreement, its fraudulent misrepresentations to Delta, and its

conspiracy with Danieli & C to acquire Delta’s confidential

information.    We agree with the district court, however, that

Delta has not presented a prima facie case of specific personal

jurisdiction related to any of these claims.

     In its appellate brief, Delta argues that specific personal

jurisdiction is proper based on the confidentiality agreement,

because, by entering into the agreement, Danieli Corp. “created

continuing obligations between it and [Delta], a Texas

resident[,] and has availed itself of the privilege of conducting

business in Texas.”    Delta’s argument is unpersuasive.   As Delta



                                 12
admitted in its Second Amended Complaint, “Danieli [Corp.] and

Danieli & C are separate and distinct legal entities.”   The

uncontradicted evidence shows that Danieli Corp. never agreed to

be bound by the confidentiality agreement between Delta and

Danieli & C.   Notwithstanding that Danieli & C promised on behalf

of itself and “any other party affiliated with it [to]

maintain . . . the strict confidentiality of [Delta’s]

Confidential Information,” only Danieli & C signed the agreement.

Danieli Corp. did not know about the confidentiality agreement,5

let alone agree to be bound by it.   It is far-fetched indeed to

assert that Danieli Corp. should have anticipated being haled

into Texas court in connection with a contract it did not know

about, that was executed in Italy by its affiliate, and that was

allegedly breached by its affiliate in Italy.   Consequently, we

hold that Delta has failed to establish a prima facie case of

specific personal jurisdiction related to its contract claim

against Danieli Corp.

     Delta also contends that specific personal jurisdiction

exists based on Danieli Corp’s fraudulent misrepresentations.    In

its brief on appeal, Delta argues that Danieli Corp., like SSAB,

made misrepresentations to Delta that it knew or should have

known would cause harm to Delta in Texas.   Delta, however, never

     5
          According to an affidavit submitted by Danieli Corp.
and uncontradicted by Delta, Danieli Corp. was unaware of the
confidentiality agreement until it received Delta’s original
complaint in this case.

                                13
alleged in its Second Amended Complaint that Danieli Corp.

actually misrepresented any material facts.   Delta merely alleged

that misrepresentations were made, but the complaint is ambiguous

about who allegedly made them: Danieli & C, Danieli Corp., or

both.6   Since Danieli Corp. and Danieli & C are different

corporations, only misrepresentations made by Danieli Corp.

itself can be used to measure Danieli Corp.’s contacts with

Texas; Danieli & C’s contacts cannot be imputed to Danieli Corp.

See Alpine View Co., 205 F.3d at 219.

     Furthermore, even if we interpreted Delta’s complaint as

alleging that Danieli Corp. made material representations to

Delta and that it was foreseeable to Danieli Corp. that the

effects of the misrepresentations would felt by Delta in Texas,

we would still find that Delta has not established a prima facie

case of jurisdiction over Danieli Corp.   As with SSAB, Delta has

failed to show that Danieli Corp.’s misrepresentations had any

connection to Texas, other than that the effects of the

misrepresentations would be felt by Delta there.   Critically,

Delta has not shown that Danieli Corp. purposefully directed its

actions at Texas.   See Panda Brandywine Corp., 253 F.3d at 869-70

(holding that the foreseeability of causing injury in Texas is

     6
          Delta’s complaint alleges that, “The unlawful means
employed [by Danieli & C and Danieli Corp. to gain access to
Delta’s confidential information] was the misrepresentation to
[Delta] with respect to Danieli & C’s intent to utilize [Delta]
as a subcontractor.” Thus, it is unclear who actually made the
misrepresentations.

                                14
insufficient for specific personal jurisdiction, and that the

plaintiff must also show that the defendant purposefully directed

its efforts towards the forum state).    Delta has not, for

example, alleged that Danieli Corp.’s misrepresentations arose

out of contacts initiated by Danieli Corp., rather than contacts

initiated by Delta.7    Nor has Delta alleged that Danieli Corp.’s

misrepresentations occurred in telephone calls, emails, or faxes,

to Delta in Texas.     Cf. Wien Air Alaska, Inc., 195 F.3d at 212.

Because there has been no showing that Danieli Corp. purposefully

availed itself of the privilege of conducting business within

Texas, we find that Delta’s allegations do not support a prima

facie case of specific personal jurisdiction over Danieli Corp.

     Finally, Delta argues that it properly established a prima

facie case of specific personal jurisdiction based on Danieli

Corp.’s alleged participation in a conspiracy with Danieli & C.

In its Second Amended Complaint, Delta alleges that Danieli Corp.

conspired with Danieli & C to misappropriate Delta’s confidential

information and that the “means employed [to accomplish this

goal] was the misrepresentation to [Delta] with respect to

Danieli & C’s intent to utilize [Delta] as a subcontractor [and]

the breach of the Confidentiality Agreement.”    According to

     7
          We note that, after losing the SSAB contract to Danieli
& C, Delta initiated contact with Danieli Corp. to inquire about
subcontracting. But, of course, contacts initiated by Delta do
not show that Danieli Corp. purposefully availed itself of the
privilege of conducting business within Texas. Hanson, 357 U.S.
at 253.

                                  15
Delta, its allegations of conspiracy were sufficient, under

Mandelkorn v. Patrick, 359 F. Supp. 692 (D.D.C. 1973), to

establish a prima facie case because Danieli Corp. never denied

that it participated in a conspiracy with SSAB and Danieli & C.

We note, first, that Mendelkorn, a district court case from the

District of Columbia, is not binding authority.     Even if we

agreed with the analysis contained in Mandelkorn, however,

Delta’s argument fails because, in his affidavit, Mark Brandon,

the President of Danieli Corp., explicitly “denie[d] that

[Danieli Corp.] conspired in any way with SSAB . . . and/or

Danieli & C to acquire any information from Delta.”     In any

event, as explained above, Delta has failed to show how the

alleged conspiracy between the defendants had any connection to

the state of Texas.

     Because Delta has not established a prima facie case of

specific personal jurisdiction over Danieli Corp., the district

court correctly dismissed Delta’s claims against Danieli Corp.

for lack of personal jurisdiction.

                      III.   FORUM NON CONVENIENS

     We review for clear abuse of discretion a district court’s

decision to dismiss a suit under the doctrine of forum non

conveniens.   Piper Aircraft Co. v. Reyno, 454 U.S. 235, 255

(1981); Baumgart v. Fairchild Aircraft Corp., 981 F.2d 824, 835

(5th Cir. 1993).   “Where the district court ‘has considered all



                                  16
relevant public and private interest factors, and where its

balancing of these factors is reasonable, its decision deserves

substantial deference.’” Baumgart, 981 F.2d at 835 (quoting Piper

Aircraft, 454 U.S. at 257).

     There is a “strong presumption in favor of the plaintiff’s

choice of forum.”   Piper Aircraft, 454 U.S. at 254-5.

Nonetheless, this presumption may be overcome when an alternate,

adequate forum is available and private and public interests

“clearly point towards trial in the alternate forum.”      Id. at 255

& n.22.   The relevant private interest factors include:

     the “relative ease of access to sources of proof;
     availability of compulsory process for attendance of
     unwilling, and the cost of obtaining attendance of
     willing, witnesses; possibility of view of premises, if
     view would be appropriate to the action; and all other
     practical problems that make trial of a case easy,
     expeditious and inexpensive.”

Id. at 242 n.6 (quoting Gulf Oil Corp. v. Gilbert, 330 U.S. 501,

508 (1947)).   The district court should also consider the

following public interest factors:

     the administrative difficulties flowing from court
     congestion; the “local interest in having localized
     controversies decided at home”; the interest in having
     the trial of a diversity case in a forum that is at home
     with the law that must govern the action; the avoidance
     of unnecessary problems in conflict of laws, or in the
     application of foreign law; and the unfairness of
     burdening citizens in an unrelated forum with jury duty.

Id. (quoting Gulf Oil Corp., 330 U.S. at 509).   Although citizen

plaintiffs are given “somewhat more deference” in their choice of

forum than foreign plaintiffs, dismissal is still appropriate “if


                                17
the balance of conveniences suggest that trial in the chosen

forum would be unnecessarily burdensome for the defendant or the

court.”   Id. at 255 n.23.   The defendant bears the burden of

showing that dismissal on this basis is warranted.    Robinson v.

TCI/US W. Cable Communications Inc., 117 F.3d 900, 907 (5th Cir.

1997).

     Delta has not challenged the district court’s determination

that Italy is an available and adequate alternative forum for its

suit against Danieli & C.    Instead, Delta claims that the

district court erred in its evaluation of the public and private

interests at stake.   Regarding the private interests, Delta

argues that it is no easier to access sources of proof in Italy

than in Texas and that the cost of obtaining the attendance of

willing witnesses would be no higher if the suit were tried in

Texas than it would be if the suit were tried in Italy.

Furthermore, Delta argues that as important documents are in

English, its personnel speaks only English, and the key meetings

were conducted in English, a trial in Italy would require

extensive translation.

     In considering the private interest factors, the district

court addressed all of these arguments.    Although recognizing

that most of Delta’s documents and witnesses are located in

Texas, the district court concluded that Italy would provide

better overall access to sources of proof because most of the

information and witnesses necessary for trial are located in

                                 18
Italy and Europe.    Furthermore, because it found that almost all

of the relevant testimony would be provided by European

witnesses, the district court concluded that the cost of

obtaining attendance of willing witnesses would be lower if the

case were tried in Italy.    Finally, the district court determined

that language barriers would be more problematic in Texas than in

Italy, as more witnesses and documents are located in Italy than

in Texas.8    We find that the district court’s analysis of these

factors was reasonable.

     Delta also contends that the district court erred in finding

that the existing public interests weighed against trial in

Texas.   First, Delta claims that this is a localized controversy

and, thus, that Texas has an interest in having the case heard in

its courts.    Second, Delta argues that Texas law applies to the

dispute and, therefore, that courts in Texas will be most

familiar with the law to be applied.    Third, because the law of

Texas applies, according to Delta, there would be no problems of

conflict of laws or the application of foreign law if the case

were tried in Texas.

     The district court disagreed with Delta’s analysis of the

public interests present in this suit.    The district court found


     8
          Certain factors, according to the district court, did
not weigh in favor of dismissal. Specifically, the district
court found that Danieli & C had not shown that witnesses would
be unavailable if the case were tried in Texas or that the
viewing of premises in Italy would be necessary.

                                 19
that this is fundamentally an Italian dispute, rather than a

Texas dispute, because the presentation and negotiations of the

confidentiality agreement were conducted during Delta’s trip to

Italy, the confidentiality agreement was executed there, and

Danieli & C’s alleged breach of the agreement occurred there.

According to the district court, even though Texas has an

interest in hearing a case brought by one of its citizens, Italy

has a stronger interest in having the case heard in Italy because

of its interest in regulating corporations that operate within

its boundaries.   Furthermore, the court concluded that, under a

“most significant contacts” analysis, Italian law would apply;

thus, Italian courts would be most at home with the law and

trying the case in Italy would avoid unnecessary problems in the

application of foreign law.   Finally, the district court

concluded that it would be unfair to burden Texas citizens with

jury duty, since this is basically an Italian dispute.9

     We find no clear abuse of discretion in the district court’s

analysis of the public interest factors.    Specifically, we hold

that the district court did not err in concluding that Italian

law, rather than Texas law, applies to the dispute.    Since this

diversity case comes to us from a district court in Texas, we

apply Texas choice-of-law rules.     Klaxon Co. v. Stentor Elec.


     9
          Because neither Danieli & C nor Delta addressed the
administrative difficulties flowing from court congestion, the
district court did not include this factor in its analysis.

                                20
Mfg. Co., 313 U.S. 487, 496 (1941).    Texas follows the “most

significant relationship” test for contract cases.     Jackson v. W.

Telemktg. Corp. Outbound, 245 F.3d 518, 523 (5th Cir. 2001).

Under this test, the court looks at the quality, rather than the

quantity, of the parties’ contacts with a particular

jurisdiction.   Id.   Because Danieli & C is domiciled in Italy and

the confidentiality agreement between Delta and Danieli & C was

negotiated, executed, and allegedly breached in Italy, we find

that the district court was correct in holding that Italian law

applies.   See Maxus Exploration Co. v. Moran Bros., Inc., 817

S.W.2d 50, 53-54 (Tex. 1991) (outlining the factors that a court

should consider in determining which jurisdiction has the most

significant relationship to the parties and the transaction).

     Because the district court carefully considered the relevant

private and public factors, and its analysis was reasonable, we

hold that the district court did not abuse its discretion in

dismissing the suit against Danieli & C under the doctrine of

forum non conveniens.

                           IV.   CONCLUSION

     For the foregoing reasons, the judgment of the district

court is AFFIRMED.




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