Castellar Partners v. AMP Limited, 291 Neb. 163

Background

Castellar Partners LLC was retained in 2009 to review and assist with an AMP-managed hedge fund; it alleges AMP and related entities promised a global business partnership and performance fees but later terminated the relationship.
Castellar and AMP Capital Investors Limited (AMPCI) executed a December 2009 Advisory Agreement providing advisory services for set fees; the Agreement named New South Wales law in the "Details" and included language about jurisdiction and waiver of forum objections.
Castellar sued on 11 causes of action after termination in 2010, including breach of the Advisory Agreement for failure to give proper termination notice (claimed damages $250,000).
AMP parties moved to dismiss the breach claim based on the Agreement's forum-selection clause; the district court dismissed that single claim as governed by New South Wales law and not litigable in Nebraska.
The district court certified the dismissal as a final judgment under Neb. Rev. Stat. § 25-1315(1) without making specific findings; Castellar appealed and the Nebraska Supreme Court transferred the appeal to its docket.
The Supreme Court held the § 25-1315(1) certification was improper because the claims are interrelated, all parties remain in the case, and the court made no specific findings showing an "unusual case" justifying piecemeal appeal; it vacated the certification and dismissed the appeal for lack of jurisdiction.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Advisory Agreement contains an enforceable forum-selection clause requiring disputes in New South Wales	The Agreement does not specify an exclusive forum; Details name governing law but not jurisdiction; clause ambiguous	The Agreement’s forum/jurisdiction waiver and Details selecting New South Wales law show disputes must be litigated in New South Wales	Not decided on the merits — appellate court declined to reach this issue due to lack of jurisdiction after improper § 25-1315(1) certification
Whether the forum-selection clause is ambiguous such that parties’ intent must be considered	Claimed ambiguity in clause and Details; extrinsic intent should control	Clause is reasonably interpreted as requiring New South Wales forum and law	Not decided on the merits (jurisdictional dismissal)
Whether the clause is permissive rather than mandatory	Clause is permissive, so Nebraska forum may be allowed	Clause is mandatory/exclusive for New South Wales	Not decided on the merits (jurisdictional dismissal)
Whether the district court properly certified the dismissal under Neb. Rev. Stat. § 25-1315(1) for immediate appeal	Certification appropriate because breach claim required foreign litigation and delay would cause hardship and duplicative proceedings	Certification improper because claims are overlapping, same parties remain, and no specific findings were made	Court held certification was an abuse of discretion (no specific findings; interrelated claims weigh against piecemeal appeal); vacated certification and dismissed appeal for lack of jurisdiction

Key Cases Cited

Cerny v. Todco Barricade Co., 273 Neb. 800, 733 N.W.2d 877 (2007) (explains § 25-1315(1) purpose and lists factors for certification)
Despain v. Despain, 290 Neb. 32, 858 N.W.2d 566 (2015) (appellate duty to determine jurisdiction before addressing merits)
Spiegel v. Trustees of Tufts College, 843 F.2d 38 (1st Cir. 1988) (discusses "pressing, exceptional need" standard for immediate appeal)
Long v. Wickett, 50 Mass. App. Ct. 380, 737 N.E.2d 885 (2000) (supports avoiding fragmentation when claims overlap)
Murphy v. Brown, 15 Neb. App. 914, 738 N.W.2d 466 (2007) (addresses finality of individual claim disposition)
Halac v. Girton, 17 Neb. App. 505, 766 N.W.2d 418 (2009) (reinforces disfavouring piecemeal appeals)