final until disposition of timely filed motion for rehearing.
Appeal from the Circuit Court for Miami-Dade County, Thomas
J. Rebull and Miguel M. De La O, Judges. Lower Tribunal No.
Law, PLLC, and Carlos E. Sardi, for appellant.
Holland & Knight LLP, and Rebecca M. Plasencia, Adolfo E.
Jimenez, and L. Vanessa Lopez, for appellee.
SCALES, LINDSEY, and LOBREE, JJ.
appeal arises from a dispute as to whether language in an
arbitration clause subjects two non-resident entities,
Appellant Ancla International, S.A. and Appellee Tribeca
Asset Management, to personal jurisdiction in Florida. The
trial court granted Tribeca's motion to dismiss
Ancla's petition to compel arbitration for lack of
personal jurisdiction. Because we interpret the plain meaning
of the disputed language to confer jurisdiction on Florida
courts to enforce the parties' Confidentiality Agreement,
January 2012, Ancla, a Colombian beer company owned by a
Florida resident, allegedly entered into a Confidentiality
Agreement (the "Agreement"), with Tribeca, a
Panamanian investment company. Tribeca allegedly agreed to
invest in Ancla's re-entry into the Colombian beer market
and not to divulge certain trade secrets. During the next few
months, Ancla forwarded confidential information to Tribeca
and the parties engaged in business negotiations. Ultimately,
Tribeca did not invest in Ancla and instead invested in one
of Ancla's competitors. Ancla subsequently filed a
Petition to Compel Arbitration pursuant to an arbitration
clause ("Article Seven") in the Agreement, which
SEVENTH. APPLICABLE LAW. This agreement
will be governed by the laws of the State of Florida of the
United States of America (USA), a jurisdiction accepted by
the parties irrespective of the fact that the principal
activity of the beer project will be conducted in
Colombia. The parties agree that, in the event that
differences arise between them as a result of or in relation
to the present Agreement, they will attempt to resolve their
differences via direct negotiation. For this purpose, the
parties will have a period of thirty (30) business days,
counting from the date on which either of the parties
presents a request in this regard. This term may be extended
by mutual agreement for additional thirty-day periods. If
a solution is not reached within these stipulated periods,
the differences will be submitted to an Arbitration Board,
whose ruling with carry the force of law.
beginning of an evidentiary hearing on Ancla's Petition
to Compel Arbitration, the trial court considered whether the
language in Article Seven conferred personal jurisdiction
over Tribeca. The court concluded that Article Seven was
merely a choice of law provision and granted Tribeca's
Motion to Dismiss for lack of personal jurisdiction.
Specifically, the court held that "[i]t is plain,
obvious, and unambiguous that 'jurisdiction' in that
provision refers to 'location'-the Parties to the
contract agreed that the choice of law will be that of the
jurisdiction of the State of Florida." Ancla appeals.
STANDARD OF REVIEW
interpretation is subject to de novo review. Real Estate
Value Co. v. Carnival Corp., 92 So.3d 255, 260 (Fla. 3d
DCA 2012) ("The interpretation of a contract, including
whether the contract or one of its terms is ambiguous, is a
matter of law subject to de novo review." (citations
omitted). Further, issues arising from a lower court's
order granting a motion to dismiss for lack of personal
jurisdiction are ...