SeaHAVN, Ltd. v. Bank

154 Wash. App. 550
CourtCourt of Appeals of Washington
DecidedFebruary 16, 2010
DocketNos. 62029-1-I; 62721-0-I
StatusPublished
Cited by12 cases

This text of 154 Wash. App. 550 (SeaHAVN, Ltd. v. Bank) is published on Counsel Stack Legal Research, covering Court of Appeals of Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
SeaHAVN, Ltd. v. Bank, 154 Wash. App. 550 (Wash. Ct. App. 2010).

Opinion

Schindler, C.J.

¶1 A British Virgin Islands limited liability company, SeaHAVN Ltd. appeals the trial court’s decision to dismiss its breach of contract lawsuit against an Icelandic bank, Glitnir Bank, for lack of personal jurisdiction under Washington’s long-arm statute, RCW 4.28.185. SeaHAVN contends that based on the execution of a nondisclosure agreement in Seattle and Glitnir’s other limited contacts in Washington, the court erred in finding no specific or general jurisdiction over Glitnir under our long-arm statute. SeaHAVN also contends the court erroneously concluded that an award of attorney fees under the long-arm statute was mandatory. In the alternative, SeaHAVN asserts the court abused its discretion in determining the amount of fees. Because the trial court did not err in deciding Washington does not have jurisdiction over Glitnir or in awarding attorney fees to Glitnir, we affirm.

FACTS

¶2 The facts are not in dispute. Formed in 1997, SeaHAVN is a British Virgin Islands limited liability company. SeaHAVN is not registered to do business in Wash[554]*554ington. SeaHAVN’s principal place of business is in Monte Carlo, Monaco. SeaHAVN owns and operates factory freezer fishing trawlers in the North Atlantic and Indian Oceans and off the coast of West Africa. SeaHAVN’s primary markets are in Europe, Asia, and West Africa. SeaHAVN’s chief executive officer and general counsel, James A. Wexler, works on contract and lives in the Seattle area. SeaHAVN’s chief operating officer, Arne Longva, also lives in Seattle.

¶3 Glitnir, formerly Islandsbanki hf., is a public limited company formed under the laws of Iceland. Glitnir’s headquarters are located in Reykjavik, Iceland. Glitnir provides comprehensive banking services only in Iceland but maintains offices in Europe, Asia, and Canada.

¶4 Glitnir has no physical presence in Washington. Glitnir has never maintained an office in Washington or registered to do business in the state. Glitnir has never paid taxes or maintained a bank account, a mailing address, or an agent for service of process in Washington. In addition, Glitnir’s advertising does not target Washington residents.

¶5 In August 2004, SeaHAVN’s London based broker, Nigel Christie of RP&C International Ltd., met in London with the chief executive officer of Glitnir, Bjarni Armannsson, to discuss obtaining a loan to purchase two factory freezer trawlers, the Poseidon and the Pegasus, from a Greek shipping company, Laskaridis Shipping Ltd., for $16 million each. Laskaridis owned and operated the fishing trawlers in the Southeast Pacific and Southern Oceans. SeaHAVN planned to use the trawlers to expand its fishing operations to the Southeast Pacific and Southern Oceans.

¶6 On August 25, Christie sent an e-mail to Glitnir business manager Kjartan Olafsson in Iceland. The e-mail included as an attachment an “Executive Summary” of SeaHAVN’s plan to acquire the two trawlers from Laskaridis, together with projected revenues. The Executive Summary company profile notes SeaHAVN’s “European and Mauritanian based SeaHAVN management loca[555]*555tions in Las Palmas; Spain; Monaco; Nouakchott and Nouadhibou, Mauritania.” The conclusion of the Executive Summary states:

We have attempted to keep this Executive Summary brief and will be able to elaborate on the points mentioned or provide detailed information, where necessary. A detailed business plan is available with complete management, resource assessments, feasibility study and financial projections.

¶7 In the e-mail, Christie says that he will call Olafsson the following week “to discuss this further and would very much like to set up a meeting between you and your colleagues and Jim Wexler and myself in the early part of September, so that Jim can lay out the proposed acquisition and build programme in much more detail.” Christie also says that he and RP&C are bound by a confidentiality agreement with SeaHAVN and asks Glitnir to “treat the attached information, and any further information that we may send you, in the utmost confidence.” Christie then states that “[i]n due course, I would ask you to sign a confidentiality agreement that mirrors the one which we have signed.”

¶8 Following a series of e-mails and telephone calls between Christie and Glitnir, Christie told Wexler that Glitnir agreed to “sign a confidentiality agreement once they receive it.” In an e-mail to Wexler, Christie suggested that Wexler send the confidentiality agreement “as an email attachment to me, and address it to: Islandsbanki, Kirkjusandi, IS-155 Reykjavik, Iceland, and I will forward it on to the right persons there.” According to Wexler, “[p]rior to our meeting in Seattle on September 22, 2004, the document had been revised several times by Glitnir’s attorneys and SeaHAVN to its final form, which was mutually acceptable.”

¶9 On September 22, Glitnir loan officer Helgi Eiriksson met with Wexler at a hotel in Seattle for approximately two and one-half hours to discuss SeaHAVN’s plan to acquire the two trawlers from Laskaridis. At the meeting, Wexler, [556]*556on behalf of SeaHAVN, and Eiriksson, on behalf of Glitnir, signed a “Notice of Confidentiality/Non-Circumvention/ Non-Competition” agreement (nondisclosure agreement or NDA).

¶10 The NDA is on SeaHAVN letterhead. The letterhead identifies Wexler as the chairman and chief executive officer of SeaHAVN. The address on the letterhead is “c/o Moore Stephens Services, L’Estoril Avenue Princesse Grace, Monte Carlo, 98000 Monaco.” The NDA letter is addressed to “Islandsbanki, Kirkjusandi, IS-155 Reykjavik, Iceland, c/o Nigel Christie Executive Director, RP&C International Ltd., 56 Green Street, Mayfair, London WIK 6RY.”

¶11 Under the terms of the NDA, Glitnir agreed to keep confidential the information provided by SeaHAVN to obtain financing to purchase the fishing trawlers. The NDA letter provides in pertinent part:

As we discussed with Nigel Christie, RP&C International, Ltd., please review, sign and return this confidentiahty/non-circumvention/non-competition letter regarding materials and information submitted to you by Mr. Christie that are related tó our project to purchase one or more 105meter operating factory freezer fishing trawler (the ‘vessel’) and construct new 50meter fishing vessels in the United States. By signing below you acknowledge that receipt of all information or materials from SeaHAVN or its agents including materials and information provided to you by Mr. Christie so far and/or hereafter provided to you, including but not limited to all information related to certain guarantors and their guarantees that may be utilized in funding/financing our proposed purchase/operation of the vessel(s), will be kept confidential by you and your associates, attorneys, advisors and agents including any corporations, partnerships or other business entities that you and/or your associates may do business under. Such information and materials are being provided for your review in connection with your consideration of providing funding for our purchase/ operation/construction of the vessel(s). Neither the information contained in such information or materials in whole or in part may be reproduced without the express written permission of SeaHAVN, Ltd., unless intended for internal use at Islandsbanki [557]

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Cite This Page — Counsel Stack

Bluebook (online)
154 Wash. App. 550, Counsel Stack Legal Research, https://law.counselstack.com/opinion/seahavn-ltd-v-bank-washctapp-2010.