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Conflict of Laws Keyed to Brilmayer
Nedlloyd Lines B.V. v. Superior Court of San Mateo County Seawinds Ltd.
Citation:
834 P.2d 1148, 3Cal. 4th 459, 11 Cal. Rptr. 2d 330 (1992)Facts
Plaintiff, Seawinds Limited (“Seawinds), is a shipping company that operates three container ships. Seawinds was incorporated in Hong Kong in 1982, and has a principal place of business in Redwood City, California. Defendants Nedlloyd Lines B.V., Royal Nedlloyd Group N.V., and KNSM Lines B.V. (collectively, “Nedlloyd”) are shipping companies incorporated in the Netherlands within principal places of business in Rotterdam, Netherlands.
In March 1983, Nedlloyd entered into a contract to purchase shares of Seawinds’ stock. The “Shareholders’ Agreement in Respect of Seawinds Limited” (the “agreement”) stated that the contract’s purpose was to establish Seawinds as a joint venture company to carry on a transportation operation. It also provided that Seawinds would carry on the business of the transportation company and that the parties would use means reasonably available to ensure the business was a success. The agreement contained a choice of law and forum selection provision.
In January 1989, Seawinds brought suit against Nedlloyd, alleging that Nedlloyd breached express and implied obligations under the agreement. Seawinds’ complaint included causes of action for breach of contract, breach of the implied covenant of good faith and fair dealing, and breach of fiduciary duty. Nedlloyd demurred to Seawinds’ original complaint on the grounds that it failed to state a cause of action for breach of the implied covenant of good faith and fair dealing and breach of fiduciary duty. Nedlloyd argued that the agreement required the application of Hong Kong law to Seawinds’ claims. Seawinds argued that California law should be applied.
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