Morecambe Maritime12/23/2004
Plaintiff, Morecambe Maritime, Inc., appeals from the circuit court's order granting defendant's motion to dismiss for lack of personal jurisdiction. Specifically, plaintiff argues that the Illinois courts' assertion of personal jurisdiction over defendant, National Bank of Greece. S.A., would not offend due process because defendant had previously conducted business in Illinois and currently has a local subsidiary. For the following reasons, we affirm.
Plaintiff is a Liberian corporation with its principal place of business in Liberia. Defendant is a Greek corporation with its principal place of business in Athens, Greece, and an office in London, England. Defendant also had an office in Chicago until December 31, 1998, when it surrendered its certificate of authority to conduct business in Illinois. Atlantic Bank of New York (ABNY), a subsidiary of defendant, acquired the Chicago office from defendant for approximately $10 million worth of ABNY shares on January 1, 1999.
On January 16, 1998, plaintiff entered into a loan agreement with defendant. Under the loan agreement, plaintiff borrowed $4,531,250 from defendant to assist in refinancing existing debt that plaintiff owed defendant. As collateral for the loan, plaintiff provided defendant with a first mortgage on the M.V. Doxa (the Doxa), a motor tanker owned by plaintiff and registered in the Bahamas. The entire formation of the contract occurred in defendant's London branch. The contract includes a choice of law provision specifying English law as the governing body of law and a submission to jurisdiction provision which states that, "The parties further agree that only the Courts of England and not those of any other State shall have jurisdiction to determine any claim which the Borrower may have against the Bank arising out of or in connection with this Agreement." In addition, the security agreement regarding the Doxa also specifies England as the forum for any claims that plaintiff may have against defendant regarding the mortgage.
In September 1999, the Doxa suffered severe engine damage and was taken to India to be moored. Subsequently, an insurance claim for the damage to the Doxa was settled for $6,500,000. Following this settlement, plaintiff and John Makris, a representative of defendant, entered into an agreement that the insurance proceeds would be used to repair the ship and that mortgage payments would stop for a brief period of time but later resume. Unbeknownst to plaintiff, Makris did not have the authority to enter into this agreement. Consequently, on February 11, 2000, defendant's London office sent plaintiff a default notice claiming plaintiff had failed to pay installments of $156,250 in principal on November 9, 1999, and on February 9, 2000. Plaintiff also failed to pay one installment of $61,457.09 in interest. As a result, the default notice called the entire loan due.
In March 2002, plaintiff filed suit in the circuit court of Cook County alleging breach of contract. The complaint was served on defendant in Athens, Greece, on November 8, 2002. On February 7, 2003, defendant filed a motion to dismiss for lack of personal jurisdiction pursuant to section 2-301 of the Code of Civil Procedure (735 ILCS 5/ 2-301 (West 2002)). The circuit court heard oral arguments and reviewed the submitted documents solely on the issue of personal jurisdiction.
According to the declaration of Constantinos Othoneos, defendant's manager of international network, division B, ABNY received "all right, title, and interest" to the Chicago office effective January 1, 1999. ABNY also assumed substantially all of the Chicago office's liabilities. Defendant neither loaned nor assisted in the training o
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