Facts
- Banco Inversion, S.A. (Banco), a Spanish bank, consulted with Celtic Finance Corporation, S.A. (Celtic), a Panamanian corporation registered to do business in Florida and operating from a Florida office, about marketing bonds to be sold exclusively in Europe.
- Celtic alleged that, after initial contact by fax and phone, the parties formed an oral agreement under which Celtic would provide consulting services for the planned bond issuance, and Banco would pay Celtic (hourly fees and expenses) with payment to be made in Florida.
- Celtic performed hundreds of hours of work related to the bond issuance; some work occurred in Spain, but most work was performed from Celtic’s Florida office.
- During the relationship, Banco directed extensive communications to Celtic in Florida (numerous phone calls and faxes) in connection with the bond project.
- After the work began, Banco and Celtic executed a written bond-issuance contract stating that Celtic had the exclusive right to market Banco’s bonds (to be marketed and sold only in Europe) and that contractual disputes would be adjudicated in Spain.
- The written contract did not provide for payment to Celtic for services performed before the written contract was executed.
- About three months later, Bayerische Hypo-Und Vereins Bank, A.G. (HVB), a German bank, purchased Banco and cancelled the bond issuance.
- Banco did not pay Celtic for its services, and Celtic sued Banco in Florida for breach of contract based on the alleged oral payment agreement.
- Banco moved to dismiss for lack of personal jurisdiction, relying in part on the Spain forum-selection clause in the later written contract; the trial court denied the motion, and Banco appealed the nonfinal order.
Issues
- Did Florida’s long-arm statute and due process allow Florida courts to exercise personal jurisdiction over Banco based on an alleged oral agreement requiring payment in Florida and involving substantial Florida-based work and communications?
- Did the Spain forum-selection clause in the later written bond-issuance contract require the dispute to be litigated in Spain, where Celtic’s claim was for payment under a separate oral payment agreement for earlier work?
- Did the trial court err in refusing to dismiss on forum non conveniens grounds?
Decision
- Affirmed the nonfinal order denying Banco’s motion to dismiss.
- Florida’s long-arm statute was satisfied because Celtic alleged breach of a contract requiring performance in Florida—payment to Celtic in Florida.
- Due process was satisfied because Banco purposefully created and maintained a business relationship with a Florida-based company, directed extensive communications into Florida, and accepted substantial performance from Florida, making suit in Florida reasonably foreseeable.
- The Spain forum-selection clause in the later written contract did not bar Celtic’s Florida action because Celtic’s claim was based on a separate oral payment agreement that was not included in, or made part of, the written bond-issuance contract.
- The trial court did not abuse its discretion in denying dismissal for forum non conveniens.
Legal Principles
- Personal jurisdiction in Florida requires (1) a statutory basis under Florida’s long-arm statute and (2) minimum contacts sufficient to satisfy due process.
- Allegations that a nonresident breached a contract by failing to make payments due in Florida can supply a basis for long-arm jurisdiction at the pleading stage.
- Minimum contacts may be shown where a foreign defendant initiates and continues a commercial relationship with a Florida business and directs substantial communications into Florida tied to the disputed work and payment.
- A forum-selection clause is enforced according to its scope; a clause in a later written agreement does not automatically control disputes based on a separate earlier oral agreement when the later writing does not include or incorporate the earlier payment arrangement.
- Forum non conveniens dismissal is discretionary; the moving party must show that an adequate alternative forum is available and that private and public interest factors strongly favor the alternative forum over the plaintiff’s chosen forum.
Conclusion
The Fourth District affirmed the denial of Banco’s motion to dismiss, holding that Florida could exercise personal jurisdiction where Celtic alleged an oral payment agreement requiring payment in Florida and supported that claim with substantial Florida-based work and Florida-directed communications, and further holding that the Spain forum-selection clause in the later written bond-issuance contract did not control a dispute over payment for earlier services under a separate oral agreement; the trial court also acted within its discretion in rejecting forum non conveniens dismissal.