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

Summary

The Supreme Court of Florida held that an agreement providing that it would be governed by Florida law contained a choice-of-law provision, not a forum-selection clause. The court concluded that section 682.18(1), Florida Statutes (2012), did not establish personal jurisdiction because the agreement did not provide for arbitration in Florida. The court quashed the Third District Court of Appeal’s decision and remanded for further proceedings.

Holdings

1. Article 7 is a choice-of-law provision, not a forum-selection clause. Its plain language provides that the agreement will be governed by the laws of Florida and does not select Florida courts as the forum for litigation or arbitration.
2. Section 682.18(1), Florida Statutes (2012), does not apply because the parties' agreement does not provide for arbitration in Florida.
3. The court did not need to reach the due-process minimum-contacts issue because section 682.18(1) did not provide a statutory basis for personal jurisdiction.

Questions Presented

1. Whether Article 7 of the Confidentiality Agreement is a choice-of-law provision or a forum-selection clause.
2. Whether section 682.18(1), Florida Statutes (2012), provides a basis for personal jurisdiction when the agreement does not provide for arbitration in Florida.
3. Whether it was necessary for the court to reach the constitutional due-process minimum-contacts issue.

Disposition

quashed