                                                                United States Court of Appeals
                                                                         Fifth Circuit
                                                                      F I L E D
                  IN THE UNITED STATES COURT OF APPEALS                 May 20, 2005
                          FOR THE FIFTH CIRCUIT
                                                                  Charles R. Fulbruge III
                                                                          Clerk

                                No. 04-60969
                              Summary Calendar



                             LYNDA ANN COSTAS,

                                                         Plaintiff-Appellee,

                                      versus

           DEPOSIT GUARANTY NATIONAL BANK; AMSOUTH BANK,
                    as successor in interest to
                  Deposit Guaranty National Bank,

                                                      Defendants-Appellants.



           Appeal from the United States District Court
        for the Southern District of Mississippi - Jackson
                     USDC No. 3:02-CV-970-WSU


Before JONES, BARKSDALE, and PRADO, Circuit Judges.

PER CURIAM:*

           This    is   an   appeal    from    the   district   court’s    order

remanding the case to a Mississippi state court based on a clause

in a Trust Agreement.         For the following reasons, the order is

REVERSED and the case REMANDED.

           Lynda Costas (“Costas”) is the income beneficiary of the

Lynda Ann Costas Trust, which AmSouth Bank (“AmSouth”) formerly

administered as trustee.        Costas filed this suit in the Chancery

Court of the First Judicial District of Hinds County, Mississippi,



      *
            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opinion should not be published and is not precedent except under the limited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.
alleging that AmSouth mismanaged the trust assets. AmSouth removed

the case to federal court, invoking diversity jurisdiction. Costas

moved to remand the case back to the Mississippi state court on the

grounds that the 1964 Trust Agreement contains a forum selection

clause preventing AmSouth from exercising its right to removal.

The district court interpreted the clause in the Trust Agreement to

be a forum selection clause that reflected the parties’ intent to

make the Mississippi state court the exclusive venue for their

disputes. AmSouth appeals, arguing that the clause was intended to

establish at least one chancery court whose jurisdiction would not

be   disputed   for   trust   administration   and   is   not   a   clear,

unequivocal waiver of federal jurisdiction.

           The clause in question states as follows:

                                   XI.

      The parties hereto so far as they lawfully may, declare
      that the Trust hereby created and defined shall be under
      the jurisdiction of the Chancery Court of the First
      Judicial District of Hinds County, Mississippi, whenever
      and if the aid of the Court shall be invoked. However,
      this provision is not intended to require any accounting
      to, or approval by, such court of any action on the part
      of the Trustee, or to subject the general administration
      of this Trust to such jurisdiction, except for the
      particular matter for which the Court’s aid may be
      invoked.

           Since the district court’s remand order falls outside the

scope of 28 U.S.C. § 1447(d), it is reviewable on appeal.              We

review the denial of a motion to remand de novo.      Miller v. Diamond

Shamrock Co., 275 F.3d 414, 417 (5th Cir. 2001).      For a contractual

clause to prevent a party from exercising its right to removal, the

clause must give a “clear and unequivocal” waiver of that right.


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City of New Orleans v. Municipal Administrative Services, Inc., 376

F.3d 501, 504 (5th Cir. 2004).              A party may waive its rights by,

inter alia, establishing an exclusive venue within the contract.

Id.     An agreement conferring jurisdiction in one forum will not

necessarily be interpreted as excluding jurisdiction elsewhere.

Id.     “For a forum selection clause to be exclusive, it must go

beyond establishing that a particular forum will have jurisdiction

and must clearly demonstrate the parties’ intent to make that

jurisdiction exclusive.”            Id.

            The clause at issue in this case specifies one jurisdic-

tion without containing any words that would exclude any other

jurisdiction.        The    parties       consented    to   jurisdiction   in    the

Mississippi state court by declaring that the Chancery Court would

have jurisdiction “whenever and if the aid of the Court shall be

invoked.”       AmSouth offers a plausible explanation why the parties

to the Trust Agreement would include such a provision: The parties

wanted    the     trust    itself    to    be   judicially    administered      when

necessary    in    Hinds    County    (where     the   trustee’s     offices    were

located), without the necessity of resorting to other courts in

other    counties    (such    as    Claiborne     County,    where   the   subject

property lies). AmSouth’s explanation is not, of course, inconsis-

tent with the possibility of removal to federal court from Hinds

County.

            We hold that the clause in question does not clearly

demonstrate the parties’ intent to make Mississippi state court




                                            3
jurisdiction exclusive, and thus REVERSE the district court’s

remand order.

          REVERSED and REMANDED.




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