This case arose out of a distribution contract between Albemarle and AstraZeneca UK, Ltd. ("AstraZeneca"). Albemarle agreed to provide AstraZeneca with di-isopropyl-phenol ("DIP") for AstraZeneca's production of the drug Diprivan. The contract also stated that, in the event that AstraZeneca decided to use propofol instead of DIP, AstraZeneca would give Albemarle the right of first refusal on the distribution of propofol. AstraZeneca did switch from DIP to propofol, but it did not give Albemarle the right of first refusal. Therefore, Albemarle filed a breach of contract action in South Carolina.

AstraZeneca moved to dismiss the Complaint for improper venue. AstraZeneca argued that the contract contained two pertinent clauses: (1) a choice of law clause where the parties agreed to be bound by English law; and (2) a forum selection clause where the parties agreed to jurisdiction of the English High Court. AstraZeneca argued that, pursuant to English law, forum selection clauses are exclusive and mandatory. Therefore, under English law, the English High Court was the only appropriate forum for the case.

Albemarle argued that the choice of law clause and forum selection clauses were, in fact, one clause and, under United States law, those clauses were permissive; not exclusive and mandatory. Additionally, Albemarle argued that the parties entered into a second contract which superceded the terms of the first contract. The second contract contained a choice of law and forum selection clause, which stated that South Carolina law governed the contract and South Carolina was the appropriate venue for the action.

The 4th Circuit Court of Appeals found in favor of AstraZeneca and dismissed the Complaint. The Court held that the choice of law clause and the forum selection clause were distinct. Therefore, English law governed and, pursuant to English law, the English High Court had exclusive jurisdiction.