SUPERIOR COURT OF NEW JERSEY

APPELLATE DIVISION

DOCKET NO. A-0300-17T4

INTER-NATION CAPITAL

MANAGEMENT CORP. (PANAMA),

S.A., STATIOL INC., S.A., 

INTER-NATION CAPITAL GROUP,

INC. and JOHN KELLENYI,

Plaintiffs-Respondents,

v.

METRO COUNTRY CLUB, S.A., 

MEDIA GLOBAL FINANCE LTD. and 

LUIS JOSE ASILIS,

Defendants-Appellants.

_______________________________

Argued February 5, 2018 - Decided 

Before Judges Accurso, Vernoia and 

DeAlmeida.

On appeal from Superior Court of New Jersey, 

Chancery Division, Essex County, Docket No. 

C-000054-17.

Jorge A. Mestre (Rivero Mestre LLP) of the 

Florida bar, admitted pro hac vice, argued 

the cause for appellants (Bertone Piccini, 

LLP, and Jorge A. Mestre, attorneys; 

Cristina Z. Sinclair and Marc W. Garber, of 

counsel; Jorge A. Mestre and Amanda M. 

McGovern (Rivero Mestre LLP) of the Florida 

NOT FOR PUBLICATION WITHOUT THE

APPROVAL OF THE APPELLATE DIVISION

This opinion shall not "constitute precedent or be binding upon any court." 

Although it is posted on the internet, this opinion is binding only on the 

parties in the case and its use in other cases is limited. R. 1:36-3.

July 13, 2018
2 A-0300-17T4

bar, admitted pro hac vice, of counsel and 

on the briefs; Daniel Alvarez Sox (Rivero 

Mestre LLP) of the Florida bar, admitted pro 

hac vice, on the briefs).

Michael J. Geraghty argued the cause for 

respondents (Sills Cummis & Gross PC, 

attorneys; Michael J. Geraghty, of counsel 

and on the brief; Kenneth F. Oettle, on the 

brief).

PER CURIAM

Defendants Metro Country Club, Media Global Finance and 

Luis Asilis appeal on leave granted from the Chancery Division's 

denial of their motion to dismiss the complaint filed by 

plaintiffs Inter-Nation Capital Management Corp. (Panama), 

Statiol Inc., Inter-Nation Capital Management Group and John 

Kellenyi for lack of personal jurisdiction. We affirm, 

substantially for the reasons expressed by Judge Kessler in his 

cogent and comprehensive opinion from the bench on July 21, 

2017. 

Metro Country Club is a residential golf club community in 

the Dominican Republic, organized under the laws of that 

country. Asilis, a citizen of the Dominican Republic, is 

president of Metro and its subsidiary, Media Global Finance, a 

company devoted to developing and operating residential 

communities and resorts in the Dominican Republic. Media Global 

is organized under the laws of the British Virgin Islands, 
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although its principal place of business is in the Dominican 

Republic.

In February 2012, Asilis called Alberto Fernandez in his 

office in Maplewood looking for financing. The two met when 

Fernandez, a New Jersey resident, purchased a vacation home in 

Metro in 2000 and told Asilis he did financial advising and 

consulting internationally through his New Jersey companies. 

When Fernandez said he was interested, Asilis told him Carlos 

Cortina, Metro's chief financial officer, would call him to 

discuss particulars.

Cortina called Fernandez at his Maplewood office, 

explaining that Metro had a multi-million dollar loan,

guaranteed by Media Global, coming due in a few weeks' time. 

Metro and Media Global needed financing to pay off the loan or 

have the loan and collateral assigned to a new lender. 

Fernandez agreed to solicit investors through his investment 

consulting business, Inter-Nation Capital Management Group, a 

New Jersey corporation, for a fee payable on the closing of the 

transaction, conditioned on the loan being enforceable in the 

United States.

Fernandez solicited Statiol Inc., S.A., a Panamanian 

company having a principal place of business in Chile and John 

Kellenyi, another Maplewood resident, as investors, along with 
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Inter-Nation Capital Management Corp., a Panamanian corporation

with its principal place of business in Maplewood, which is a

wholly-owned subsidiary of Inter-Nation Capital Management

Group, formed to hold Fernandez's personal investments. Cortina 

traveled to New Jersey to meet with Fernandez in the InterNation offices in Maplewood. Cortina advised Fernandez that 

Metro was working on long-term financing from IVO Capital 

Partners, an international investment firm. Cortina explained 

Metro and Media Global needed approximately $4 million in bridge 

financing only until the IVO financing was in place. Fernandez, 

acting on behalf of Statiol, Kellenyi and Inter-Nation Capital 

Management Corp., began negotiating the terms of a loan purchase 

and refinancing with Cortina.

In March, Asilis and Fernandez negotiated the terms of the 

bridge loan from Statiol, Kellenyi and Inter-Nation Capital 

Management Corp., acting as an informal lending group, to Metro, 

guaranteed by Media Global and secured by various collateral 

through a series of phone calls and email messages to Fernandez

in New Jersey. Asilis assured Fernandez in the course of those 

negotiations that Metro had a firm commitment for long-term 

financing from IVO to close in 2013 and was only seeking bridge 

financing from the lending group. Based on Asilis' 

representation, the three-member lending group agreed to loan 
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Metro $6 million, $4 million to purchase Metro's outstanding 

loan and the remainder to refinance a commercial paper 

obligation and fund working capital.

The lending group took an assignment of the loan and 

collateral documents and entered into a "Frame Agreement" with 

Metro amending the prior loan documents and increasing the 

principal amount of the loan to $6 million (later increased to 

$6.5 million), subject to Metro's delivery of three promissory 

notes to the lending group. The Frame Agreement is expressly 

governed by New Jersey law and was executed by Fernandez and 

Kellenyi in New Jersey.

Metro eventually defaulted on the payments, although not 

before making certain payments required under the loan documents 

by wire transfer to various banks in the United States, 

including to Inter-Nation Capital Management Corp. to Valley 

National Bank in Maplewood. Fernandez contends Cortina admitted 

after the default that Metro had not had a firm commitment for 

long-term financing from IVO as Asilis had assured Fernandez 

before the lending group committed to making the loan and could 

not pay the lending group what it was owed without such 

financing. Notwithstanding that the lending group entered into 

a standstill agreement with Metro and Media Global agreeing to 

forbear payment on the outstanding aggregate amount then due and 
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owing of $7,896,111.14 for eighteen months in order to permit 

Metro and Media Global to obtain other financing, Metro

ultimately defaulted on that agreement as well, resulting in the 

complaint plaintiffs filed in the Chancery Division for specific 

performance of Metro's obligations to produce books and records, 

as well as for breach of contract against both Metro and Media 

Global and fraud against both those defendants and Asilis.

Defendants moved to dismiss the complaint, arguing they 

have no contacts with New Jersey. Specifically, defendants 

contended the properties, businesses, collateral and the 

business interests at issue in the litigation are in the 

Dominican Republic. They argued they made no "purposeful foray" 

into New Jersey, as that term was defined in Bayway Refining Co. 

v. State Utilities, Inc., 333 N.J. Super. 420, 431 (App. Div. 

2000), and instead that the dispute arose following plaintiffs' 

contacts and purposeful investment in the Dominican Republic.

Judge Kessler rejected those arguments. Applying the test 

of Waste Management v. Admiral Insurance Co., 138 N.J. 106, 122 

(1994), the judge had no hesitation in finding defendants had 

sufficient minimum contacts to establish specific jurisdiction 

in New Jersey. The judge found Asilis initiated the loan 

agreement between Metro and Media Global and defendants when he 

telephoned Fernandez in New Jersey to seek financing, rejecting 
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defendants' claim that Fernandez initiated the contact by 

marketing his ability to obtain investors and financing to Metro

in 2000. 

The judge also rejected defendants' argument that their 

contacts with New Jersey were only incidental to Fernandez's 

unilateral decision to be in New Jersey, instead of his domicile 

in the Dominican Republic, when he was negotiating the loan in 

February 2012. The judge was unpersuaded by the fact that 

Fernandez owned a vacation home and may have maintained a second 

domicile in the Dominican Republic. Defendants did not dispute 

that Fernandez was a New Jersey resident when they solicited him 

in New Jersey. More important, they followed-up that contact by 

sending Cortina to New Jersey to meet with Fernandez to obtain

investors, one of whom, Kellenyi, they knew resided in New 

Jersey. Defendants thereafter continued the negotiations 

through telephone and email directed to Fernandez in New Jersey, 

leading to an agreement governed by New Jersey law.

Considering the extent and variety of their contacts, the 

judge was satisfied defendants purposefully availed themselves

of the State's benefits and "should 'reasonably anticipate being 

haled into court [in the forum state].'" Bayway Ref. Co., 333 

N.J. Super. at 429 (quoting World-Wide Volkswagen Corp. v. 

Woodson, 444 U.S. 286, 297 (1980)). Judge Kessler found 
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defendants, as the Florida boat seller in Lebel v. Everglades 

Marina, Inc., 115 N.J. 317, 320-22 (1989), obtained a 

significant benefit, here bridge financing of over $6 million, 

by soliciting a New Jersey resident, in New Jersey, to obtain 

the money. Judge Kessler reasoned that in reaching into New 

Jersey for the loan, defendants "impliedly understood that they 

could be haled into a New Jersey court" in the event they failed 

to repay it. The judge found Asilis' allegedly false statement 

about the IVO loan commitment made to induce plaintiffs to make 

the loan likewise satisfied the test for minimum contacts. See

id. at 326 ("Where a defendant knowingly sends into a state a 

false statement, intending that it should then be relied upon to 

the injury of a resident of that state, he has, for 

jurisdictional purposes, acted within that state.") (quoting 

Vishay Intertechnology, Inc. v. Delta Int'l Corp., 696 F.2d 

1062, 1066 (4th Cir. 1982)).

Judge Kessler further found suit in New Jersey would "not 

offend 'traditional notions of fair play and substantial 

justice.'" Waste Mgmt., 138 N.J. at 120 (quoting World-Wide 

Volkswagen, 444 U.S. at 292). He found New Jersey certainly had 

an interest in carrying out its law and protecting those

residents who lend funds in good faith, which outweighed any 

inconvenience to defendants in litigating in New Jersey,
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particularly where defendants had already sent a representative 

to the State in connection with the loan. 

Defendants appeal, reprising the arguments they made to the 

trial court and adding the court erred in exercising personal 

jurisdiction over Media Global as the court failed to make any 

findings of fact specific to that entity to establish its 

minimum contacts with New Jersey. 

Our review of the record convinces us that none of those 

arguments is of sufficient merit to warrant discussion in a 

written opinion. R. 2:11-3(e)(1)(E). There is no question but 

that "[t]he requirements of minimum contacts analysis 'must be 

met as to each defendant over whom a state court exercises 

jurisdiction.'" Waste Mgmt., 138 N.J. at 127 (quoting Rush v. 

Savchuk, 444 U.S. 320, 332 (1980)). Here, however, the record 

makes very apparent both Asilis and Cortina were acting on 

behalf of both Metro and Media Global its wholly owned 

subsidiary and guarantor of the loan to be refinanced. The 

judge highlighted those facts in his opinion. Accordingly, we 

find any failure by the judge to specifically mention Media 

Global as he was summing up his findings to be of no moment.
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We affirm, substantially for the reasons expressed in Judge 

Kessler's clear and comprehensive opinion from the bench on July 

21, 2017.

Affirmed.