278 F. Supp. 3d 508
D.P.R.2017Background
- Westernbank issued five loans (2005–2009) to Property Rental and Adrian Stella; each loan had a finance contract and a separate security interest agreement securing repayment. Triangle Cayman acquired the loans from Banco Popular in 2015.
- Defendants (Property Rental, Stella, Chardon Plaza, Bowling Center) allegedly defaulted; Triangle Cayman sued to collect and foreclose.
- Security interest agreements for Loan Agreements III and V include forum-selection language stating the parties "submit" to the jurisdiction of Puerto Rico state courts and waive suit in their domicile.
- Defendants moved to dismiss (Rule 12(b)(1)) arguing those forum-selection clauses mandate exclusive state-court forum for Loans III and V.
- Defendants asserted counterclaims alleging tortious interference with a negotiated discounted payoff with Banco Popular and a contract prejudicial to a third party; Triangle Cayman moved to dismiss those counterclaims under Rule 12(b)(6).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability / effect of forum-selection clauses in security agreements for Loans III and V | Forum-selection clauses are permissive; federal diversity jurisdiction remains and clause does not oust federal court | Clauses require exclusive litigation in Puerto Rico Court of First Instance (state court), so federal court lacks jurisdiction to hear Loan III & V claims | Clauses are permissive (consent to jurisdiction), not mandatory exclusive forum; defendants' dismissal motion denied |
| Standard and sufficiency for tortious interference counterclaim | Triangle Cayman: defendants failed to plead existence of an actual, binding contract with Banco Popular (only negotiations/term sheet), so claim fails | Defendants: negotiations and term sheet evidenced an agreement (closing planned) and Triangle Cayman knew and interfered | Dismissed with prejudice — defendants pleaded only an expectancy/negotiations, not the required meeting of the minds or binding contract element |
| Contract prejudicial to a third person counterclaim | Triangle Cayman: allegations are conclusory and do not plausibly plead each required element (third-party effect, proximate cause, intent) | Defendants: Triangle Cayman knew of negotiations and executed a contract that prejudiced them | Dismissed with prejudice — allegations speculative and conclusory, fail Twombly plausibility standard |
| Damages cause of action (separate third cause) | Triangle Cayman: defendants failed to identify a discrete legal theory; relief tied to inadequately pled counterclaims | Defendants: seek monetary relief based on interference and prejudice claims | Dismissed — because underlying counterclaims dismissed and damages claim not adequately pled |
Key Cases Cited
- M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (U.S. 1972) (forum-selection clauses prima facie valid and enforceable unless unreasonable)
- Silva v. Encyclopedia Britannica, Inc., 239 F.3d 385 (1st Cir. 2001) (forum-selection clauses treated as stipulations asking courts to give effect by declining jurisdiction)
- Autoridad de Energia Electrica v. Ericsson Inc., 201 F.3d 15 (1st Cir. 2000) (consent-to-jurisdiction language does not necessarily preclude federal jurisdiction)
- Claudio-de Leon v. Sistema Universitario Ana G. Mendez, 775 F.3d 41 (1st Cir. 2014) (contractual language like "shall" can indicate a mandatory forum-selection clause)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (pleading must state a plausible claim to survive Rule 12(b)(6))