United States District Court, E.D. Louisiana
GULF OFFSHORE LOGISTICS, L.L.C., et al.
SEIRAN EXPLORATION & PRODUCTION COMPANY, L.L.C., et al., Section
NANNETTE JOLIVETTE BROWN, District Judge.
Before the Court is Plaintiff Gulf Offshore Logistics, L.L.C.'s ("GOL") "Motion to Dismiss under FRCP Rule 12(b)(6) and/or FRCP Rule 56 Summary Judgment, " wherein GOL moves to dismiss the cross-claim filed by intervenor Offshore Liftboats, L.L.C. ("Offshore"). Having considered the motion, the memoranda in support and in opposition, the record, and the applicable law, the Court will deny the motion without prejudice to permit Offshore to take discovery in this matter.
GOL is a "major broker, agent, and charterer of vessels, barges and other marine equipment and services to the marine industry." According to Offshore's cross-claim, GOL entered into a contract with Defendant Seiran Exploration & Production Company, L.L.C. ("Seiran") on November 8, 2010 to charter vessels and provide other equipment for Seiran's offshore drilling and exploration operations in the Gulf of Mexico. The cross-claim states that, pursuant to the GOL-Seiran agreement, GOL entered into a sub-contract (the "Brokerage Agreement") with Offshore on November 25, 2009 to "furnish materials, supplies, vessels, equipment, and/or performed labor and services" from approximately February 16, 2011 to April 14, 2011. According to the crossclaim, the Brokerage Agreement provided that GOL, as "Broker, " would undertake "all reasonable efforts" to collect charter payments from the "Operator, " meaning Seiran, on Offshore's behalf.
On July 24, 2011, GOL filed a lawsuit against Seiran, alleging nonpayment for marine services provided pursuant to the GOL-Seiran contract in the amount of at least $1, 895, 079.65. On September 8, 2011, Offshore filed a complaint for intervention, wherein it alleges that, pursuant to its Brokerage Agreement with GOL, $778, 645.00 is due "by GOL to Offshore Liftboats."
On January 18, 2012, Seiran filed a "Notice of Entry of Order for Relief and of Automatic Stay, " wherein it stated that it filed for bankruptcy on December 27, 2011 in the United States Bankruptcy Court for the Southern District of Texas. Because filing for bankruptcy results in an automatic stay, the Court administratively closed the matter on August 9, 2012. On January 8, 2013, Offshore filed an unopposed motion to reopen the case in order to pursue its cross-claim against GOL, which the Court granted on February 8, 2013. On April 15, 2013, the Court again ordered that the matter is stayed and administratively closed until the parties file into the record a lift of the automatic stay from the bankruptcy court. On May 28, 2014, the Court reopened the matter to allow Offshore to pursue its cross-claim against GOL.
Offshore filed its cross-claim against GOL on July 25, 2014, wherein it alleges that GOL has breached its "contractual duties" owed to Offshore because "[d]espite that the aforementioned bankruptcy actions remain in litigation, GOL has advised Offshore Liftboats that it will not pursue its claims against Seiran, et al. "
GOL filed the pending motion to dismiss for failure to state a claim or, alternatively, for summary judgment on August 4, 2014. Offshore filed a memorandum in opposition on August 14, 2014, and GOL filed a memorandum in reply on August 18, 2014.
II. Parties' Arguments
A. GOL's Arguments in Support of Dismissal
GOL argues that Offshore has not and cannot state a viable claim against it because the Brokerage Agreement between the parties:
clearly intends that as part of the consideration for receiving the benefits of GOL's efforts as Broker, Offshore Liftboats as Operator may not pursue GOL directly for the outstanding balances; cannot hold GOL responsible for the vagaries of collection efforts or collection litigation it pursues, in Offshore Liftboat's interest; and moreover, must defend, indemnify, and hold GOL harmless from any costs or expense, including attorney fees, which GOL may incur in executing its obligations under the agreement, including the costs and expense it, Offshore Liftboats, is responsible for imposing on GOL.
Accordingly, it appears to be GOL's position that it is entitled to judgment as a matter of law because the Brokerage Agreement prohibits Offshore from seeking ...