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Ancla International, S.A. v. Tribeca Asset Management, Inc.

Florida Court of Appeals, Third District

August 28, 2019

Ancla International, S.A., Appellant,
v.
Tribeca Asset Management, Inc., Appellee.

         Not final until disposition of timely filed motion for rehearing.

          An Appeal from the Circuit Court for Miami-Dade County, Thomas J. Rebull and Miguel M. De La O, Judges. Lower Tribunal No. 15-26465

          Sardi Law, PLLC, and Carlos E. Sardi, for appellant.

          Holland & Knight LLP, and Rebecca M. Plasencia, Adolfo E. Jimenez, and L. Vanessa Lopez, for appellee.

          Before SCALES, LINDSEY, and LOBREE, JJ.

          LINDSEY, J.

         This 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, we reverse.[1]

         I. BACKGROUND

         In 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.[2] 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 states:

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.

(Emphasis added).

         At the 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.

         II. STANDARD OF REVIEW

         Contractual 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 ...


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