In re Banco Latino Intern.
| Decision Date | 07 November 1994 |
| Docket Number | Bankruptcy No. 94-10202-BKC-AJC. Adv. No. 94-0341-BKC-AJC-A. |
| Citation | 176 BR 278 |
| Parties | In re BANCO LATINO INTERNATIONAL, Debtor. BANCO LATINO INTERNATIONAL, Plaintiff, v. AMAZONAS INTERNATIONAL BANK, LTD., Defendant. |
| Court | U.S. Bankruptcy Court — Southern District of Florida |
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Peter D. Russin, Meland & Russin, P.A., Miami, FL, for defendant.
John Hutton, Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, FL, for creditor American Exp. Bank Intern.
David C. Profilet, Profilet & Associates, John H. Genovese, Jenner & Block, Co-Counsel, Miami, FL, for Creditor's Committee.
Jose Casal, Holland & Knight, Miami, FL, for debtor/plaintiff.
Howard M. Camerik, Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A., Miami, FL, for trustee.
Jeffrey Beck, Trustee, Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A., Ft. Lauderdale, FL.
MEMORANDUM ORDER DENYING MOTION TO DISMISS THE INTERNATIONAL SHOE FITS
The Debtor, BANCO LATINO INTERNATIONAL ("BLI"), initiated an adversary proceeding against the Defendant, AMAZONAS INTERNATIONAL BANK, LTD. ("Amazonas"), a banking institution organized under the laws of The Bahamas, to recover on an unpaid placement1 that matured and became fully due and payable shortly after BLI filed its Bankruptcy Petition. Amazonas has moved to dismiss on grounds that in personam jurisdiction is lacking.
The parties have submitted affidavits and other sworn proof in support of their respective positions. Relying upon the proferred evidence, the Court is able to resolve the jurisdictional issue without hearing testimonial evidence. The circumstances surrounding the subject transaction, as adduced from the parties' submissions, were as follows:
1. Carlos Munoz, a representative of the self-described "Amazonas family of banks," of which the Defendant is a member, made periodic visits to BLI in Miami to solicit and promote business activities between the banks.
2. The subject placement was a fruit of one such visit. At a May 1993 meeting at BLI's offices in Miami, Munoz initiated the idea of and persuaded BLI to make the placement with Amazonas. The amount of the placement was negotiated and agreed upon at the meeting. The term of the placement was also discussed at the meeting.
3. BLI wired the funds from its Miami headquarters to Amazonas' account at American Express Bank International in Miami. BLI confirmed the placement with a letter, which instructed Amazonas to make payment upon maturity by wiring funds to BLI's account at the Federal Reserve Bank of Miami.
4. Thereafter, Amazonas directed several phone calls to BLI to discuss renewal of all or part the placement. Amazonas also forwarded several letters to BLI regarding various aspects of the placement.
5. The placement was renewed, in part or in whole, four times. Upon each renewal, BLI consistently re-confirmed that repayment of the funds upon maturity was to be made in Miami. The first time the placement was partially renewed, Amazonas wired $2 million of principal plus accrued interest, as instructed, to BLI's account in Miami. Each subsequent occasion in which the remaining $3 million placement was renewed, Amazonas wired accrued interest to the same account in Miami.
6. Shortly prior to the placement's final maturity date, Amazonas met with BLI at its offices in Miami and engaged in discussions regarding repayment of the placement.
Other facts speaking to the general relationship between the parties are also germane to the jurisdictional issue:
7. The Amazonas family of banks and BLI developed a broad and multi-faceted business relationship dating back to October of 1992.
8. The parties' banking relationship included Amazonas' affiliate establishing a $2.5 million credit with BLI. In order to obtain the line of credit, the Amazonas banks engaged in continuous contact with BLI, and forwarded substantial financial information to BLI for credit evaluation purposes.
9. During the course of the relationship, BLI issued several letters of credit in Miami for the Amazonas banks.
The only jurisdictional fact disputed in the parties' submissions is BLI's assertion that repayment of the placement is due in Florida. Amazonas asserts that the placement is payable at its home office in The Bahamas. Amazonas' sworn statements to that effect, however, are conclusory, and belied both by the correspondence exchanged and the course of dealing between the parties.2
Ordinarily a Court's initial inquiry would address whether the facts alleged provide a basis for jurisdiction under the forum state's long-arm statute. The instant case, however, is an adversary proceeding attendant to a bankruptcy case. Because Federal Bankruptcy Rule 7004(d) provides for nationwide service of process in adversary proceedings, the local long-arm statute yields. In re Chase & Sanborn Corp., 835 F.2d 1341, 1344 (11th Cir.1988), reversed on other grounds, 492 U.S. 33, 109 S.Ct. 2782, 106 L.Ed.2d 26 (1989) ().3
The inquiry is therefore limited to whether maintaining jurisdiction over the defendant comports with the due process standards of the Federal constitution. Id.4 The basic inquiry is whether the defendant has established "minimum contacts" with the forum such that the exercise of jurisdiction "does not offend traditional notions of fair play and substantial justice." International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945). A defendant's conduct in connection with the forum must be such that it would reasonably anticipate being hailed into Court there. World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297, 100 S.Ct. 559, 567, 62 L.Ed.2d 490 (1980). The focus of the inquiry is "the relationship among the defendant, the forum, and the litigation." Shaffer v. Heitner, 433 U.S. 186, 204, 97 S.Ct. 2569, 2580, 53 L.Ed.2d 683 (1977). This relationship must manifest itself in some act by which the defendant purposefully avails itself of the privilege of conducting activities within the forum, thus invoking the benefits and protections of its laws. Hanson v. Denckla, 357 U.S. 235, 253, 78 S.Ct. 1228, 1239, 2 L.Ed.2d 1283 (1958). The purposeful availment requirement examines whether the defendant's contacts with the forum are attributable to its own actions or are solely the actions of the plaintiff, Asahi Metal Industries v. Superior Court of Solano County, 480 U.S. 102, 109, 107 S.Ct. 1026, 1030, 94 L.Ed.2d 92 (1987), and "ensures that a defendant will not be haled into a jurisdiction solely as a result of `random,' `fortuitous,' or `attenuated' contacts . . ." Burger King Corp. v. Rudzewicz, 471 U.S. 462, 475, 105 S.Ct. 2174, 2183, 85 L.Ed.2d 528 (1985).
Resolution of the due process issue commands a two-part analysis. First, the Court must determine whether minimum contacts exist with the forum.5 Next, the Court must consider several "other factors" to determine whether the assertion of jurisdiction would comport with concepts of fairness and justice consistent with due process. Burger King, 471 U.S. at 476, 105 S.Ct. at 2184; Cronin v. Washington National Insurance Company, 980 F.2d 663, 670 (11th Cir.1993).
In order to determine whether minimum contacts exist, all of the facts must be considered in the aggregate. There are no mechanical or "talismanic jurisdictional formulas" at the Court's disposal. Burger King, 471 U.S. at 485, 105 S.Ct. at 2189. "the facts of each case must always be weighed." Id., at 485, 105 S.Ct. at 2189. Based upon the facts before it, the Court has little difficulty concluding that Amazonas established minimum contacts with the forum within the meaning of International Shoe and its progeny.
The sufficiency of Amazonas' contacts with the forum is illuminated by numerous cases. In Cronin, the 11th Circuit found personal jurisdiction to lie against a Massachusetts insurance agent whose only contacts with Florida consisted of an oral contract to provide insurance to a Florida resident and a single telephone communication with the plaintiff's doctor. In Williams Electric Company, Inc. v. Honeywell, Inc., 854 F.2d 389 (11th Cir.1988), antitrust defendants were held to answer to process in Florida merely by having travelled to the state to participate in a single meeting in which certain terms of the offending agreement were negotiated. In Mellon Bank (East) PSFS, National Association v. Farino, 960 F.2d 1217 (3d Cir. 1992), jurisdiction was proper against loan guarantors based upon facts similar (loan due in the forum, meetings in the forum, telephone and mail contacts directed to the plaintiff) to those present here. In short, Amazonas intentionally directed its activities to a Florida resident and promoted a business relationship. Amazonas' connection to Florida with respect to the unpaid placement is certainly neither random, fortuitous, nor attenuated.
Amazonas' personal visits to BLI's offices in Florida weigh heavily in favor of jurisdiction. Burger King, 471 U.S. at 476, 105 S.Ct. at 2184 (). In fact, a single meeting in the forum state, standing alone, "may constitute `purposeful availment' if it involves `significant negotiations of important terms'" of the parties' agreement. Complete Concepts, Ltd. v. General Handbag Inc., 880 F.2d 382 (11th Cir.1989); Williams, supra, at 392-393; Sea Lift, Inc. v. Refinadora Costarricense de Petroleo, S.A., 792 F.2d 989, 993 (11th Cir. 1986). Presence in the forum to initiate, or solicit, the business transaction from which the dispute arose is also demonstrative of purposeful availment. See, e.g., Schwartz v. Yo-Whip, Inc., 795 F.Supp. 869, 871 (N.D...
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