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Nedlloyd Lines B.V. v. Superior Court of San Mateo County Seawinds, Ltd.

Supreme Court of California
834 P.2d 1148 (1992)


Seawinds, Ltd. (plaintiff) was a shipping company that operated three container ships. Seawinds was incorporated in Hong Kong and had its principal place of business in California. Seawinds filed for bankruptcy. Nedlloyd Lines B.V. (Nedlloyd) (defendant) was a shipping company incorporated in the Netherlands. Nedlloyd and several other companies (defendants) contracted to purchase shares of stock in Seawinds. The contract contained a choice-of-law clause stating that the agreement was governed by and construed in accordance with Hong Kong law. Several years later, Seawinds filed suit in California state court against Nedlloyd for breach of contract, breach of fiduciary duty, and other claims. Nedlloyd moved to dismiss the complaint and argued that Hong Kong law governed the contract. Seawinds argued that California law applied. The trial court applied California law and held for Seawinds. Nedlloyd appealed, and the court of appeal affirmed. The Supreme Court of California granted certiorari.

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