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Filed 11/21/23 Astone v. Global Mortgage Group CA1/1

NOT TO BE PUBLISHED IN OFFICIAL REPORTS

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for 

publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication or 

ordered published for purposes of rule 8.1115. 

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

FIRST APPELLATE DISTRICT

DIVISION ONE

ANTHONY ASTONE,

Plaintiff and Appellant,

v.

GLOBAL MORTGAGE GROUP, 

LLC,

Defendant and Respondent.

 A166858

 (Contra Costa County

 Super. Ct. No. C22-01745)

Anthony Astone appeals from a trial court order under Code of Civil 

Procedure section 410.30 (section 410.30) staying his lawsuit against Global 

Mortgage Group, LLC, d/b/a MoXi (MoXi), based on a forum-selection clause

in a loan agreement requiring claims that “result from” the agreement or a 

related trust agreement to be litigated in Mexico. We agree with Astone that 

the clause does not apply to his claims against MoXi because they did not 

result from the loan or trust agreements.

1 We therefore reverse the stay 

order and remand for further proceedings.

1 As a result of this conclusion, we need not address Astone’s numerous

other arguments for reversal, including that MoXi lacks standing to enforce 

the forum-selection clause and that the loan agreement was subsequently 

rescinded.
2

I.

FACTUAL AND PROCEDURAL

BACKGROUND

This case arises from a real estate transaction gone wrong, and it 

highlights the perils of Internet fraud. Around January 2022, Astone, a 

California resident, entered a purchase and sale agreement (purchase 

agreement) with an individual seller to buy real property in Cabo San Lucas, 

Mexico.2 The purchase price was $345,900, including “an initial earnest 

money deposit of $35,340.” 

Astone’s real estate agents had referred Astone to MoXi, a Delaware 

limited liability company, “to [use] as the lender” for the transaction. The 

purchase agreement provided that it was “contingent upon [Astone’s]

obtaining financing . . . through MoXi,” and it also stated that MoXi would 

“ ‘handle the closing’ ” of the transaction. The purchase agreement itself is 

not in our record.

Soon after entering the purchase agreement, Astone wired the earnest 

money deposit to the seller and applied for a loan through MoXi. He was 

approved for a loan of $172,400, to be repaid over 25 years at an interest rate 

of 8.19 percent. The lender was a Mexican company that Astone alleges is

“an affiliate” of MoXi. MoXi was to set up a trust in which the property 

would be held until the loan was paid, with the lender as the primary 

beneficiary and Astone as the secondary beneficiary. 

As the date for Astone to appear in Mexico to sign the closing 

documents approached, he still had not received either an estimated closing 

statement, identifying the amount he needed to deposit into escrow, or wire 

instructions for the deposit. On April 11, 2022, he sent an email requesting 

2 We draw most of the underlying facts from the allegations of Astone’s 

complaint.
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these materials to two MoXi employees with whom he had been 

communicating. The next morning, he received an email purporting to be 

from one of the employees, Divina Espinoza Sauceda (Espinoza), instructing

him to wire $164,004.04 to an account at PNC Bank. In fact, MoXi’s email 

server had been hacked, and the email was fraudulent and sent from a 

different domain than MoXi’s. 

Later on April 12, Astone wired the full $164,004.04 to the PNC Bank 

account. He then received a message from the fraudulent email account 

confirming the wire transfer. Astone forwarded the confirmation email to the 

correct email address for the other MoXi employee with whom he had been 

corresponding, who responded positively and “gave no indication that the 

[money] had actually not been received by the proper escrow account.” Later 

that day, Astone received a copy of the escrow agreement for the first time, 

but it did not include the wire instructions. 

On April 18, Astone arrived in Mexico to sign the closing documents, 

having still not received any “communication from MoXi or escrow that [his] 

deposit had not been received.” The next day, he executed all the necessary 

closing documents. The complaint alleges that “MoXi drafted all of the 

closing documents, including . . . the loan documents, trust establishment 

documents, [and] title transfer and vesting documents[,] and arranged for the 

trustee for the trust holding title to the [p]roperty.” 

One of the documents Astone signed was an agreement between him

and the lender entitled “Opening of Credit Line for Loan Agreement” (loan 

agreement). Astone signed the loan agreement on his own behalf, and 

Espinoza signed it as “attorney-in-fact” for the lender. MoXi was not a party 

to this contract. 
4

This loan agreement contains the forum-selection clause at the center 

of this case. The clause, which is translated from the original Spanish, states 

as follows (all errors in original):

“SEVENTH.- GOVERNING LAW AND VENUE. The 

LOAN AGREEMENT and the TRUST AGREEMENT[

3] shall be 

governed by and construed to in accordance to the applicable 

norms and regulations in the United Mexican States. The 

Parties hereby submit themselves to the jurisdiction of the 

competent courts in the Mexico City, in the United Mexican 

States, in connection with any dispute, claim or legal procedure 

which may result from such agreements, waiving to any other 

jurisdiction to which they may be entitled to due to their present 

or future domiciles or for any other reason.”

On April 20, Espinoza notified Astone that the real estate transaction 

could not close because the escrow account had not received his deposit. 

Astone immediately contacted law enforcement and unsuccessfully attempted 

to reverse the wire transfer. MoXi told Astone that the transaction would be 

terminated unless he paid the $164,004.04 balance, which he was unable to 

do. Although Astone “attempted to work with the [s]eller to cancel the 

transaction and obtain his initial deposit back,” MoXi “insist[ed] that it, and 

all of its affiliates, be provided with a full release from [him] before the 

transaction could be cancelled,” and he was unable to recover his initial 

deposit either. 

Astone filed this suit against MoXi and PNC Bank in August 2022.4 He 

alleged causes of action against MoXi for breach of fiduciary duty,

professional negligence, fraud, and constructive fraud. MoXi responded by 

3 The loan agreement does not define “TRUST AGREEMENT,” but the 

term presumably refers to an agreement establishing the trust in which the 

property was to be held. We will refer to this agreement as the trust 

agreement, although no such document appears in our record.

4 PNC Bank is not a party to this appeal.
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filing a motion to stay or dismiss the action under section 410.30 based on the 

loan agreement’s forum-selection clause. Astone opposed the motion on 

several grounds, including that the clause did not apply to his claims against 

MoXi. 

After a hearing, the trial court granted MoXi’s section 410.30 motion 

and stayed the action as to MoXi “pending resolution of [Astone’s] claims by a 

Mexican court.” Having determined that MoXi had standing to enforce the 

forum-selection clause even though it was not a party to the loan agreement,

the court then concluded that the clause encompassed Astone’s claims 

because of the clause’s perceived expansive breadth:

“[T]he phrase ‘which may result from such agreements’ is 

not so limited as to apply only to those claims that rely on 

interpretation of the agreements. Plaintiff’s relationship with 

[MoXi] is a ‘result from’ the agreements at issue. Plaintiff was 

referred to [MoXi] to assist with the purchase of the [p]roperty 

and [MoXi] would not have any relationship with Plaintiff but-for 

the [l]oan [a]greement and other document[s] surrounding the 

sale of the [p]roperty. As noted at length above, [MoXi] had a 

significant relationship with Plaintiff and the transactions at 

issue.

“For example, the Complaint alleges that [MoXi] owed 

Plaintiff a fiduciary duty . . . because it acted as ‘Plaintiff’s 

mortgage broker and real estate closing agent.’ [Citation 

omitted.] This relationship, however, only comes into existence 

due to [the l]oan [a]greement relating to the purchase/sale of the 

[p]roperty. Without these agreements, [MoXi] would have no[] 

relationship at all with Plaintiff[]. Thus, the claims [which] 

‘result from’ the attempted purchase of the [p]roperty all fall 

within the scope of the [loan a]greement.”

 
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II.

DISCUSSION

A. General Legal Standards

Section 410.30, subdivision (a), authorizes a court to “stay or dismiss 

the action in whole or in part on any conditions that may be just” when it 

“finds that in the interest of substantial justice [the] action should be heard 

in a forum outside [California].” Thus, the statute “codifies the doctrine of 

forum non conveniens,” which “ ‘is an equitable doctrine invoking the 

discretionary power of a court to decline to exercise the jurisdiction it has 

over a transitory cause of action when it believes that the action may be more 

appropriately and justly tried elsewhere.’ ” (Grove v. Juul Labs, Inc. (2022) 

77 Cal.App.5th 1081, 1090 (Grove).)

A motion under section 410.30 “is a proper vehicle for enforcing a forum 

selection clause” in a contract. (Grove, supra, 77 Cal.App.5th at p. 1090; 

Lu v. Dryclean-U.S.A. of California, Inc. (1992) 11 Cal.App.4th 1490, 1492, 

fn. 1.) “ ‘Both California and federal law presume a contractual forum 

selection clause is valid and place the burden on the party seeking to 

overturn the forum selection clause.’ ” (Grove, at p. 1090.) 

Generally, we review a trial court’s ruling enforcing a forum-selection 

clause for an abuse of discretion. (Grove, supra, 77 Cal.App.5th at p. 1090;

Quanta Computer Inc. v. Japan Communications Inc. (2018) 21 Cal.App.5th 

438, 446.) Under this standard, reversal is unwarranted unless “ ‘the ruling 

made “ ‘exceed[s] the bounds of reason,’ ” all circumstances before [the court] 

being considered.’ ” (Quanta Computer, at p. 447.) Here, however, the only 

issue we need resolve is the scope of the forum-selection clause, a question of 

contract interpretation that we review de novo. (See Animal Film, LLC v. 

D.E.J. Productions, Inc. (2011) 193 Cal.App.4th 466, 471; Intershop 

Communications AG v. Superior Court (2002) 104 Cal.App.4th 191, 196.) 
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B. The Forum-selection Clause Does Not Apply to Astone’s Causes of 

Action Against MoXi.

Astone argues that the trial court erred by concluding the forumselection clause encompasses his claims against MoXi. We agree.

Initially, we note that the loan agreement provides that it “shall be 

governed by and construed to in accordance to the applicable norms and 

regulations in the United Mexican States.” The parties do not mention this 

choice-of-law provision, much less argue that it affects our analysis of the 

forum-selection clause’s scope. As a result, we will assume that the result is 

the same whether we interpret the loan agreement under California law or 

Mexican law.

“ ‘In interpreting an unambiguous contractual provision we are bound 

to give effect to the plain and ordinary meaning of the language used by the 

parties.’ [Citation.] Thus, where ‘ “contract language is clear and explicit 

and does not lead to absurd results, we ascertain intent from the written 

terms and go no further.” ’ ” (People ex rel. Lockyer v. R.J. Reynolds Tobacco 

Co. (2003) 107 Cal.App.4th 516, 524.) Ultimately, our goal “ ‘is to determine 

and give effect to the mutual intention of the parties,’ ” which “ ‘is to be 

inferred, if possible, solely from the written provisions of the contract.’ ” (Id.

at p. 525.) Here, neither party contends that the forum-selection clause is 

ambiguous in scope, and no extrinsic evidence has been offered on the 

clause’s meaning. Accordingly, we focus on the language of the clause itself.

The forum-selection clause applies to “any dispute, claim or legal 

procedure which may result from such agreements,” i.e., the loan and trust

agreements. We agree with Astone that his claims against MoXi did not 

“result from” the loan and trust agreements within the ordinary meaning of 

that phrase. The money out of which Astone was defrauded was his own 

deposit into escrow, not the loan money, and MoXi’s alleged failure to take 
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proper security precautions or discover and inform him that he sent the 

money to the wrong account occurred before he even entered into the loan 

agreement. Although we agree with MoXi that a forum-selection clause is 

not necessarily inapplicable simply because the allegedly tortious conduct 

happened before the contract at issue was signed, there still must be some 

relationship between the pre-contract conduct and the contract. Here, the 

fact that Astone needed a loan to complete the property purchase had no 

bearing on the events underlying his claims against MoXi. 

In concluding that the forum-selection clause applied, the trial court 

determined that Astone’s “relationship with [MoXi] is a ‘result from’ the 

agreements at issue” because MoXi “would not have any relationship with 

[Astone] but-for the [l]oan [a]greement and other document[s] surrounding

the sale of the [p]roperty.” But the forum-selection clause applies only to 

legal claims that “result from” the loan and trust agreements, not to those 

that result from other documents involved in the real estate transaction. And 

MoXi’s relationship with Astone clearly predated the loan and trust 

agreements. Indeed, the relationship was established in the purchase

agreement, which provided that Astone would obtain financing through MoXi 

and MoXi would handle the transaction’s closing. If the forum-selection 

clause also referred to the purchase agreement, we might agree with the 

court’s conclusion. But it does not. The court gave the clause too expansive 

of a reach by conflating the loan and trust agreements with the other

documents involved in the real estate transaction.

We also disagree with MoXi that Astone’s relationship with it 

“result[ed] from” the loan agreement because his “only connection to MoXi 

was through the purchase of the property, which would not have occurred 

without the [l]oan [a]greement.” Nothing in the record establishes that MoXi 
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would not have participated in the real estate transaction if Astone had not 

needed a loan. As MoXi recognizes, it acted not just as his mortgage broker

but also as his closing agent. And as discussed above, MoXi’s allegedly 

tortious conduct occurred in connection with the latter role, not the former. 

Moreover, even if Astone could not have purchased the property 

without obtaining a loan, we agree with him that it would lead to absurd 

results to conclude that any claim related to the real estate transaction

therefore “result[ed] from” the loan agreement. Under such an

interpretation, the forum-selection clause would cover any claim Astone had

against any entity or individual with whom he would not have had a 

relationship but for the transaction. This stretches the contractual language 

too far. 

In short, Astone’s claims against MoXi did not “result[] from” the loan 

agreement or trust agreement, meaning that the forum-selection clause does 

not apply to those claims. As a result, the trial court was mistaken in staying 

those claims under section 410.30.

III.

DISPOSITION

The order staying the action as to MoXi is reversed, and the matter is 

remanded for further proceedings. Astone is entitled to his costs on appeal.
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_________________________

Humes, P.J.

WE CONCUR:

_________________________

Margulies, J.

_________________________

Banke, J.

Astone v. Global Mortgage Group, LLC A166858