govinfo:USCOURTS-ncwd-3_25-cv-00563-0

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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NORTH CAROLINA
CHARLOTTE DIVISION
3:25-CV-00563-MEO-DCK
JI LI,

Plaintiff,

HONEYWELL INTERNATIONAL,
INC.,

Defendant.
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MEMORANDUM & ORDER

THIS MATTER is before the Court on Defendant Honeywell International
Inc.’s Motion to Dismiss. (Doc. No. 15). For the reasons set forth below, the Court will
grant the motion and dismiss the Complaint.
I. BACKGROUND
Plaintiff, a U.S. citizen of Chinese ancestry, lived and worked in Shanghai,
China. (Doc. No. 1 ¶ ¶ 6, 66). As an American citizen, Plaintiff held China’s Class A
work permit to work in China. Id. ¶¶ 19, 41). On May 27, 2019, Plaintiff signed an
employment contract with Honeywell (China) Co. Ltd. (“Honeywell (China)”) to work
in Shanghai as Vice President and General Counsel (“2019 Employment Contract”).
Id. ¶ 16; see id. ¶ 7. Honeywell (China) is a wholly owned subsidiary of Defendant
Honeywell International Inc.1 Id. ¶ 7. As Vice President and General Counsel for the
Asia-Pacific region, Plaintiff regularly reported to Honeywell’s executive leaders in

1 The Court uses the term “Honeywell” when referring collectively to both Honeywell
(China) and its parent Honeywell International, Inc., in this Order.

North Carolina, including the corporate General Counsel, Chief Financial Officer,
Chief Compliance Officer, and Chief Auditor. (Id. ¶¶ 6, 9).
The 2019 Employment Contract contained a forum -selection clause requiring
that any dispute related to the 2019 Employment Contract follow the procedure
outlined in the agreement, including mediation, arbitration before the Shanghai
Labor and Human Resource s Disputes Arbitration Commission (“Shanghai Labor
Commission”), and finally, filing with the People’s Court of Shanghai. (Doc. No. 16-1
at 21–22 (original with translations), 38 (Wu translation) (“Labor Disputes”)).2
On January 11, 2022, Plaintiff signed a new employment contract with
Honeywell (China) (“2022 Employment Contract”). (Doc. No. 1 ¶ 18). The 2022
Employment Contract contains a forum-selection clause that “shall apply” to require
that any dispute related to the contract follow the procedure outlined in the
agreement, which include s mediation, arbitration before the Shanghai Labor
Commission, and lastly, filing with the People’s Court of Shanghai, China. (Doc. No.
16-1 at 55–56 (“Labor Disputes”)). The 2022 Employment Contract also provided that
it “shall be terminated” for certain enumerated reasons, including if Plaintiff “reaches
the retirement age stipulated by Chinese laws.” Id. at 3 ¶ 12 ; id. at 65 (Wu
translation) (“Termination and Expiration of Contract”); see also id. at 49–50
(original with translations ). The 2022 Employment Contract further provides that

2 The Wu Declaration’s translation (“Wu translation”) of any of the referenced or
quoted contractual provisions or language differs slightly from the original
translations to the contracts or language, but the differences are not material for
purposes of this analysis.

Plaintiff’s “retirement age and matters related to retirement are subject to relevant
laws and regulations of the People’s Republic of China.” Id. at 70; see also id. at 54.
Effective January 12, 2023, Plaintiff accepted a promotion from Honeywell
(China) to “Vice President and General Counsel” and executed the 2023 Offer Letter
on February 17, 2023. (Doc. No s. 1 ¶ 20; 16-1 at 76).3 Like in the 2022 Employment
Contract, the 2023 Offer Letter for this promotion states, “Your retirement age and
retirement related matters will be applicable to PRC Laws and Regulations .” (Doc.
No. 16 -1 at 81). It also contains the same forum selection clause as the 2022
Employment Contract, with the same “shall apply” language. Id. at 83. In addition,
it provides Plaintiff was eligible for severance except if her contract was terminated
for certain specified “Causes,” which included “Reach[ing] the legal retirement age of
the People’s Republic of China.” Id. at 92, 80.
On September 30, 2024, Honeywell informed Plaintiff that her employment
contract would terminate on her 55th birthday —October 10, 2024—when she would
reach China’s “mandatory” retirement age. (Doc. No. 1 ¶ 25). Honeywell asserted that
Chinese law did not allow her to work past 55-years-old. Id. Plaintiff responded that
Honeywell should not enforce China’s mandatory retirement age against her as a U.S.
citizen working in Shanghai under China’s Class A work permit. Id. ¶¶ 26 , 41.
Honeywell proceeded to terminate Plaintiff’s contract on October 10, 2024, without
severance. Id. ¶¶ 25, 35–36.

3 The Court refers in this Order to the 2019 Employment Contract, the 2022
Employment Contract, and the 2023 Offer Letter collectively as “the Contracts.”

In December 2024, Plaintiff, through counsel, filed an arbitration claim against
Honeywell (China) with the Shanghai Labor Commission. (Doc. No s. 16 -1 at 5 ¶
28;id. at 119–26; 20 ¶ 2). Plaintiff sought damages for the alleged breach of her
employment contract and employment termination, which included claims for
executive severance, a 2024 annual incentive bonus, a cash incentive portion of an
annual long-term incentive compensation a ward, and compensation for the loss of
certain stock options and restricted stock units. (Doc. No. 16 -1 at 124). On January
22, 2025, the Shanghai Labor Commission denied all of Plaintiff’s claims. (Doc. No.
16-1 at 6; 127 –44; (Doc. No. 20 at 2). Plaintiff appealed that decision by filing a
lawsuit with the People’s Court of Shanghai, China in February 2025. (Doc. No. 16-1
at 6 ¶ 31). That suit remained pending at the time this matter was briefed.
Plaintiff filed an EEOC charge on March 27, 2025, received a right -to-sue
notice on May 6, 2025, and commenced this action on July 30, 2025. (Doc. Nos. 1; 1-1
at 3 –8). Plaintiff asserts claims for: (1) wrongful termination under the Age
Discrimination in Employment Act (“ADEA”), 29 U.S.C. § 621 et seq.; (2) wrongful
denial of severance under the ADEA; (3) race ancestry discrimination in contract
enforcement under 42 U.S.C. § 1981; and (4) wrongful discharge in violation of North
Carolina public policy, N.C. Gen. Stat. § 143-422.1 et seq. (Doc. No. 1 at 12–17).
II. ANALYSIS
A p laintiff’s choice of forum generally warrants considerable deference.
“[U]nless the balance is strongly in favor of the defendant, the plaintiff’s choice of
forum should rarely be disturbed.” Gulf Oil Corp. v. Gilbert, 330 U.S. 501, 508 (1947).

However, where the parties have agreed to a mandatory forum selection clause, the
calculus changes. A valid forum selection clause is “given controlling weight in all but
the most exceptional cases.” Atl. Marine Constr. Co. v. U.S. Dist. Ct., 571 U.S. 49, 62–
63 (2013) (citation omitted). Even where the contractually selected forum is not the
most “convenient,” a forum selection clause still generally prevails. This is because
“[w]hatever ‘inconvenience’ [the parties] would suffer by being forced to litigate in the
contractual forum as [they] agreed to do was clearly foreseeable at the time of
contracting.” Id. at 64.
a. Whether the Forum Selection Clause Is Mandatory and Covers Plaintiff’s
Claims
The Contracts4 list specified dispute resolution procedures that “shall apply,”
with arbitration and litigation limited to specific Chinese forums. “Shall apply” is a
clear term with a plain meaning that Plaintiff—a General Counsel—should have had
no difficulty understanding. Further, Plaintiff has not alleged that the Contracts, or
this particular provision, are somehow invalid or unenforceable. The Fourth Circuit
has held that where language designating a specified forum “is mandatory, then
Atlantic Marine controls and [Plaintiff] bears the burden of proving why it should not

4 “In considering the forum non conveniens factors, the court is not limited to the
allegations of the . . . complaint but may rely on evidence presented by the parties. ”
Jacobs Vehicle Sys., Inc. v. Yang , No. 1:12CV00181, 2013 WL 4833058, at *3
(M.D.N.C. Sept. 10, 2013) (citing Erausquin v. Notz, Stucki Mgmt. (Bermuda) Ltd.,
806 F.Supp.2d 712, 724 (S.D.N.Y.2011)); see also Sec’y of State For Defence v. Trimble
Navigation Ltd. , 484 F.3d 700, 705 (4th Cir. 2007) (“We may consider documents
attached to the complaint, as well as those attached to the motion to dismiss, so long
as they are integral to the complaint and authentic.” (citation omitted)).

be enforced.” BAE Sys. Tech. Sol. & Servs., Inc. v. Republic of Korea’s Def. Acquisition
Program Admin., 884 F.3d 463, 471–72 (4th Cir. 2018), as amended (Mar. 27, 2018).
Plaintiff seeks to evade the forum selection clause by arguing that the clause
does not cover all her claims. The Contracts state that the forum selection clause
“shall apply” to “any dispute in relation to” the Contracts. See (Doc. No. 16-1 at 83).
A forum selection clause covering disputes “in relation to” a contract “embraces every
dispute between the parties having a significant relationship to the contract
regardless of the label attached to the dispute.” J.J. Ryan & Sons, Inc. v. Rhone
Poulenc Textile, S.A., 863 F.2d 315, 321 (4th Cir. 1988).
Therefore, the question is whether there is a “significant relationship” between
Plaintiff’s claims and the Contracts. Here, the relationship is unavoidable. Plaintiff’s
Complaint alleges that “ [t]wo clauses in Ms. Li’s employment contract blatantly
violate the ADEA”; that the 2023 Offer Letter’s “Cause” definition “blatantly violates
the ADEA”; and that Defendant “relied on Section C Article 6(b) of her offer letter to
deprive Ms. Li of her executive severance package.” (Doc. No. 1 ¶¶ 3–4). Plaintiff thus
argues that the contractual language is discriminatory on its face and that Defendant
enforced those Contracts against her. But where a contract itself is the alleged
instrument of discrimination, the discrimination claim cannot be disentangled from
the contract—they are inherently related.
Plaintiff’s reliance on Norman v. Call-A-Nurse, LLC, No. 1:16cv1388, 2017 WL
10844694 (M.D.N.C. Aug. 11, 2017), and Tiedeman v. EyeOne P.L.C. , No. 5:23-mc-
011, 2024 WL 2059085 (W.D. Va. May 8, 2024), is misplaced. In Norman, the court

declined to apply a similar clause because “none of the listed bases for termination
address, in any way, conduct which serves as the basis for the statutory claims”—the
contract was silent on discrimination. 2017 WL 10844694, at *4. In Tiedeman, the
discrimination claim did “not bear a significant relationship to the terms of the
Employment Agreement .” 2024 WL 2059085, at * 7. In direct contrast, here the
retirement-age provisions of the Contracts are the alleged discriminatory act. The
clause covers Plaintiff’s claims.
b. Whether There Are Exceptional Circumstances
Because the forum selection clause is mandatory and covers Plaintiff’s claims,
Plaintiff bears the burden of demonstrating “exceptional circumstances” to override
it. See Atl. Marine, 571 U.S. at 62–63. Plaintiff must make “a clear showing ” that it
is “‘unreasonable’ under the circumstances” to enforce the forum selection clause.
Allen v. Lloyd’s of London, 94 F.3d 923, 928 (4th Cir. 1996).
Choice of forum and law provisions may be found
unreasonable if (1) their formation was induced by fraud or
overreaching; (2) the complaining party “will for all
practical purposes be deprived of his day in court” because
of the grave inconvenience or unfa irness of the selected
forum; (3) the fundamental unfairness of the chosen law
may deprive the plaintiff of a remedy; or (4) their
enforcement would contravene a strong public policy of the
forum state.
Id.
Plaintiff does not allege fraud or overreaching, and no evidence has been
presented on this issue. Further, Plaintiff has been actively litigating claims in China
involving the termination of her contract since December 2024, availing herself of her
day in court. Many key witnesses are in China rather than the United States,

including the President of Honeywell (China), with whom Plaintiff regularly worked,
and her direct reports and the remainder of her legal team. (Doc. No. 16 -1 at 6 –7).
This factor falls short of the exceptional circumstance that would warrant overriding
a mandatory forum selection clause for grave inconvenience or unfairness of the
selected forum. This leaves two remaining possibilities for exceptional circumstances:
deprivation of a remedy based on fundamental unfairness of the chosen law, and
contravention of strong public policy.
i. Fundamental Unfairness of the Chosen Law
Plaintiff seeks monetary damages arising from her loss of employment from
Honeywell, just as she has sought in the Chinese forum. The mere fact that foreign
law is “different from North Carolina law . . . does not mean that Plaintiff will be
deprived of ‘ a remedy,’ even if it is not the same remedy that North Carolina law
would afford.” Gita Sports Ltd. v. SG Sensortechnik GmbH & Co. KG , 560 F. Supp.
2d 432, 440 (W.D.N.C. 2008) (quoting Allen, 94 F.3d at 928). Further, in Precision
Weather Sols. Inc. v. Farmers Edge Inc. , the Fourth Circuit affirmed dismissal for
forum non conveniens even absent a forum selection clause. No. 22 -1070, 2023
WL2158368, at *3 (4th Cir. Feb. 22, 2023) (unpublished). In so doing, the court found
that it was not “a case in which it can be said that the remedy provided by the foreign
forum is so empty that it amounts to ‘no remedy at all, ’” where the plaintiff had
already asked the foreign court “to grant it meaningful relief .” Id. (quoting Piper
Aircraft Co. v. Reyno , 454 U.S. 235, 254 (1981)); see Piper Aircraft, 454 U.S. at 2 47
(“The Court of Appeals erred in holding that plaintiffs may defeat a motion to dismiss

on the ground of forum non conveniens merely by showing that the substantive law
that would be applied in the alternative forum is less favorable to the plaintiffs than
that of the present forum.”).
Plaintiff cannot meet this demanding standard, as she has a remedy in China.
Plaintiff has been actively litigating in the Shanghai People’s Court—the very forum
the parties agreed upon—seeking damages arising from the same termination, under
the same Contracts, based on the same facts that underlie her claims here. Plaintiff
argues that China’s courts cannot apply the ADEA , and they provide no age
discrimination remedy specifically. The Court does not doubt this, considering
Chinese law requires Chinese women in Plaintiff’s profession to stop working at age
58 ( age 55 at the time Plaintiff was terminated). But the absence of an ADEA -
equivalent remedy does not mean China provides “no remedy at all.” Piper Aircraft,
454 U.S. at 254. China may not provide Plaintiff her preferred cause of action, but it
certainly provides a remedy—one which Plaintiff sought in China before she filed this
case. See, e.g., Jiali Tang v. Synutra Int’l, Inc., 656 F.3d 242, 250–52 (holding in case
with no forum selection clause that China provides adequate remedy , even though
Chinese courts could not replicate U.S. tort law).
Regarding civil-rights-specific claims, where t he foreign forum does not have
the plaintiff’s preferred civil rights law, courts have upheld forum selection clauses.
See du Quenoy v. Am. Univ. of Beirut, No. 18 Civ. 6962, 2019 WL 4735371, at *6
(S.D.N.Y. Sep. 27, 2019), aff’d, 828 F. App’x 769 (2d Cir. 2020) (forum selection clause
upheld involving claims of discrimination, breach of contract, and intentional

infliction of emotional distress where Lebanon had “no civil rights law s of any kind”
but offered “the right to bring a civil suit”); Iskandar v. Am. Univ. of Beirut , No. 98
Civ. 6616, 1999 WL 595651, at *3 (S.D.N.Y. Aug. 9, 1999) (in age discrimination and
breach of contract case, court enforced forum selection clause requiring plaintiff to
litigate claims in Lebanon despite Lebanon not provid ing same remedies as United
States).
Chinese law affords Plaintiff contract claims, wrongful termination claims, and
even (as Plaintiff’s “Hu Declaration” discloses) race discrimination claims under the
Employment Promotion Law. See (Doc. No. 20 ¶ 9 ). Further, Defendant points to
other provisions of Chinese law that appear to protect civil rights, including various
provisions of the Civil Code of the People’s Republic of China incorporating “the
principle of fairness” in wrongful termination of contract cases and providing that
“[i]f civil rights and interests are infringed, the infringed party has the right to
request the infringer to bear infringement liability.” 5 And China has its own body of
employment contract law governing termination of employment contracts. See Labor
Contract Law of the People ’s Republic of China (adopted by the Standing Comm. of
the Nat’l People’s Cong., June 29, 2007, effective Jan. 1, 2008), available at
https://natlex.ilo.org/dyn/natlex2/r/natlex/fe/details?p3_isn=76384, Ch. IV . Even

5 See (Doc. No. 16 at 22 ) (quoting Civil Code of the People’s Republic of China,
(adopted by the National People’s Cong., May 28, 2020 , effective Jan. 1, 2021 ),
available at https://natlex.ilo.org/dyn/natlex2/r/natlex/fe/details?p3_isn=111290, part
1, ch. 5, art. 120 (China), and citing Civil Code of the People’s Republic of China, part
3, ch. 4, art. 533).

though there might not be a Chinese analog of the ADEA, Plaintiff still has not
demonstrated that she is deprived of a remedy in China.
The Court finds that enforcement of the forum selection clause would not
deprive Plaintiff of a remedy based on fundamental unfairness of the chosen law.
ii. Public Policy Considerations
Plaintiff argues that North Carolina public policy should be “broadly
interpreted” to apply here because Plaintiff, “an American citizen, should not be
deprived of her right to be protected from discrimination by her North Carolina
employer—who engaged in illegal conduct in North Carolina.” (Doc. No. 19 at 32).
Defendant counter s that “North Carolina has no strong public policies against
enforcing a forum selection clause mandating suit in China —which was bargained
and agreed to in China between a Chinese company and Plaintiff, a Chinese native
who worked as General Counsel exclus ively in China, interpreted under Chinese
law.” (Doc. No. 16 at 23).
Defendant is headquartered in North Carolina, where this action was filed. In
this context, its arguments for dismissal under forum non conveniens carry less
weight. One’s home forum can rarely be said to be inconvenient.6 However, in light of
the mandatory forum selection clause, this fact does not alter the calculus . Both
parties make general public policy arguments, and neither points to a strong public

6 The convenience of one’s home field certainly does not guarantee success. Consider
the 2019 Detroit Tigers, who had the worst single -season home record since 1950
when they went 22–59 (a .272 winning percentage) at home.

policy covering the facts of this case. Therefore, the Court does not find enforcement
of the forum selection clause would contravene a strong public policy of North
Carolina. See Allen, 94 F.3d at 928.
Because t here are no exceptional circumstances, the mandatory forum
selection clause controls, and this action must be dismissed based on the doctrine of
forum non conveniens.7 The proper forum for Plaintiff’s claims is China.
III. CONCLUSION
IT IS, THEREFORE, ORDERED that Defendant’s Motion to Dismiss (Doc. No.
15) is GRANTED; and this matter is hereby DISMISSED WITH PREJUDICE on the
basis of forum non conveniens.
SO ORDERED.

7 The Court observes that Plaintiff’s ADEA claims appear time -barred, and her
additional claims appear to fail under Rule 12(b)(6). Because the Court dismisses this
action based on forum non conveniens, it does not reach the merits of these claims.
Signed: June 11, 2026

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