Banco Inversion, S.A. v. Celtic Finance Corp., S.A.

Banco Inversion, S.A. (Banco), a Spanish bank, consulted with Celtic Finance Corporation, S.A. (Celtic), a Panamanian corporation with an office in Florida, about marketing bonds issued by Banco. The bonds were to be sold exclusively in Europe. After the initial contact, Celtic completed hundreds of hours of work related to the bond issuance; some of Celtic’s work was performed in Spain, but most of the work was performed in Celtic’s Florida office. Celtic alleged it entered into an oral payment agreement with Banco pursuant to which Banco would issue payment to Celtic in Florida. Subsequently, Banco and Celtic entered into a written bond-issuance contract stating that (1) Celtic would have the exclusive right to market Banco’s bonds, all of which would be exclusively marketed and sold in Europe; and (2) any contractual disputes must be adjudicated in Spain. The written contract did not include any payment for the work Celtic performed prior to the execution of the written contract. Approximately 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 related to the cancelled bond-issuance contract. Celtic sued Banco in Florida for breach-of-contract, arguing that Banco breached the oral payment agreement. Celtic claimed personal jurisdiction over Banco under Florida’s long-arm statute. Banco moved to dismiss for lack of jurisdiction. The trial court denied Banco’s motion, holding that Florida had personal jurisdiction over Banco because (1) Banco breached a contract requiring performance in Florida; and (2) the forum-selection clause in the written contract did not apply because the oral payment agreement was not incorporated into the written contract. Banco appealed.