PROMERICA FINANCIAL CORPORATION, M-2646plf-ap, v. INMOHOLDINGS INC. def-res

10329. &PROMERICA FINANCIAL CORPORATION, M-2646plf-ap, v. INMOHOLDINGS INC. def-res — Bilzin Sumberg Baena Price & Axelrod LLP, Miami, FL (Marty Steinberg of the bar of the State of Florida, admitted pro hac vice, of counsel), for ap — Foley & Lardner, LLP, New York (Yonaton Aronoff, and William E. Davis of the bar of the State of Florida, admitted pro hac vice, of counsel), for res — Order, Supreme Court, New York County (Melvin L. Schweitzer, J.), entered August 15, 2012, which, to the extent appealed from as limited by the briefs, granted defendants Banco de la Produccion S.A. (Produbanco) and Rodrigo Paz Delgado's motion to dismiss the complaint as against Produbanco for lack of personal jurisdiction, and granted their motion and defendants Inmoholdings, Inc. and Aberlardo Pachano Bertero's motion to dismiss the first cause of action, unanimously affirmed, with costs.

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10329. &PROMERICA FINANCIAL CORPORATION, M-2646plf-ap, v. INMOHOLDINGS INC. def-res — Bilzin Sumberg Baena Price & Axelrod LLP, Miami, FL (Marty Steinberg of the bar of the State of Florida, admitted pro hac vice, of counsel), for ap — Foley & Lardner, LLP, New York (Yonaton Aronoff, and William E. Davis of the bar of the State of Florida, admitted pro hac vice, of counsel), for res — Order, Supreme Court, New York County (Melvin L. Schweitzer, J.), entered August 15, 2012, which, to the extent appealed from as limited by the briefs, granted defendants Banco de la Produccion S.A. (Produbanco) and Rodrigo Paz Delgado’s motion to dismiss the complaint as against Produbanco for lack of personal jurisdiction, and granted their motion and defendants Inmoholdings, Inc. and Aberlardo Pachano Bertero’s motion to dismiss the first cause of action, unanimously affirmed, with costs.

Defendant Produbanco is not a signatory to the letter of intent (LOI) that contains the forum selection clause. The LOI contemplates a sale to plaintiff of some 58 percent of the shares of Produbanco by certain shareholders. It is clear from the nature of the transaction that Produbanco has no obligations and no rights implicated in it. Thus, Produbanco cannot be bound by the forum selection clause (see Tate & Lyle Ingredients Ams., Inc. v. Whitefox Tech. USA, Inc., 98 AD3d 401 [1st Dept 2012]).

PROMERICA FINANCIAL CORPORATION, M-2646plf-ap, v. INMOHOLDINGS INC. def-res

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