Bancomer, S. A. v. Superior Court

In this action for mandamus relief, we consider whether a bank, a nonsignatory to a purchase agreement between a resort developer and individual purchasers of leasehold interests in the property, is so “closely related to the contractual relationship” between the parties that it can enforce a contractual forum selection clause requiring litigation of disputes in Mexico. We decide it is not.

The forum selection clause appears in an agreement for use and development of land (purchase agreement) at the Baja Beach & Tennis Club (BB & TC) in Mexico, and provides: “Any conflict which may arise regarding the interpretation or fulfillment of this contract, shall be submitted expressly to the courts of the City of Ensenada, B.C.”

The action arises out of the purchase of leasehold interests at BB & TC that became invalid after a Mexican court determined that the developer who sold the interests did not have title to the property. Individual purchasers brought an action in California for fraud against Bancomer, S. A. (Bancomer), the bank designated in the purchase agreement to establish a trust through which the interests would be purchased. Bancomer moved for dismissal on grounds…