Holland & Knight Prevails for Colombian Private Equity Fund in $500 Million Dispute Before the Florida Supreme Court
MIAMI (March 29, 2022) – The Florida Supreme Court recently ruled in favor of Holland & Knight's client Tribeca Asset Management in a seven-year dispute over a contractual arbitration clause. In overturning the Third District Court of Appeal's opinion in favor of Ancla International, S.A., the Court stated that when a contract is "clear and unambiguous, it must be enforced pursuant to its plain language."
In 2015 Ancla International alleged that Tribeca, a Colombian private equity firm, violated a Non-Disclosure Agreement (NDA) by stealing its plans to develop a craft beer concept and claimed that the sale of Bogota Beer Co. to Anheuser-Busch InBev (ABInbev) breached the NDA. The NDA provided that the contract was "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." Tribeca maintained that the NDA did not provide for venue in Florida and Ancla's position was without merit.
Ancla attempted to compel arbitration with Florida as the venue, but Holland & Knight's litigation team moved to dismiss the petition, arguing that the contract did not provide a forum selection clause and Florida courts didn't have personal jurisdiction over the Colombian company. The trial court found in Tribeca's favor, but the order of dismissal was reversed by Florida's Third District Court of Appeal. In a unanimous decision, the Florida Supreme Court reversed the Third District and ruled in favor of Holland & Knight's client.
In its decision, the Court concluded that the Third District Court of Appeal erred in applying the Florida Arbitration Code statute as the basis for personal jurisdiction because the agreement only contained a choice-of-law provision and not a forum selection clause. Holland & Knight Appellate Partner Rebecca Plasencia explains, "this decision cements the Florida Supreme Court's position that contractual provisions dealing with choice of law, forum selection and/or personal jurisdiction will be strictly construed, tracking the plain language of the provision. The court is not going to read a waiver of jurisdiction or venue if it's not explicit."
In an interview with the Daily Business Review, lead litigation Partner Adolfo Jimenez said that this result demonstrates the need to exercise care when crafting an arbitration clause, so that the seat of arbitration and the applicable law are specified. "The forum selection clause and applicable law clause are two different things and they should be treated separately," he said.
Mr. Jimenez also explained the larger impact of the decision to the global arbitration community. "The ruling shows that Miami is a reliable place for arbitrations where courts will enforce provisions as they're written," he said.
Mr. Jimenez was assisted throughout the representation by Ms. Plasencia and Associate Vanessa Lopez.