United States District Court, E.D. Louisiana
ORDER AND REASONS
S. VANCE UNITED STATES DISTRICT JUDGE.
the Court are Plaintiff Wright's Well Control Services,
LLC's motions to dismiss Defendants Oceaneering
International, Inc.'s and Christopher Mancini's
counterclaims for attorney's fees. For the following
reasons, the Court grants plaintiff's motions.
facts and allegations that follow are limited to what is
relevant to the two motions before the Court. Plaintiff
Wright's Well Control Services, LLC (WWCS) and Defendant
Oceaneering International, Inc. (Oceaneering) both provide
hydrate remediation services for the oil and gas industry.
WWCS alleges that by the end of 2009 it developed a
“hydrate remediation system” that provided a
faster, safer, and more cost-effective way to clear hydrates
in deepwater environments. It further alleges that Oceaneering and
WWCS worked together on at least two hydrate remediation
projects in 2009 and 2010, the ATP job and the Marubeni
WWCS contends that, while working together on these jobs,
Oceaneering stole WWCS trade secrets related to its hydrate
remediation system to develop Oceaneering's own hydrate
remediation system, the “Flowline Remediation
System” (FRS). Oceaneering asserts that at some point
between 2009 and 2011, Oceaneering independently built its
FRS without trade secrets from WWCS, and started to use its
FRS in competition with WWCS's system.
February 27, 2017, WWCS filed its fourth amended complaint,
which is the operative complaint, against both Oceaneering
and Oceaneering employee Christopher Mancini. The complaint
asserts patent infringement claims, as well as claims for
Louisiana statutory misappropriation of trade secrets under
the Louisiana Uniform Trade Secrets Act, Texas common law
misappropriation, Texas common law misappropriation of trade
secrets, and Texas common law breach of contract, breach of
confidential relationship, tortious interference with
prospective business relations, fraudulent inducement,
business disparagement, and unfair competition.
filed an answer and a counterclaim for attorney's fees on
March 13, 2017. Oceaneering filed an answer and several
counterclaims, including one for attorney's fees, on
March 16, 2017. Both defendants sought attorney's fees
under Texas Civil Practice and Remedies Code Sections
134A.005 and 38.001, and Louisiana Revised Statutes Section
51:1434. WWCS now moves to dismiss
defendants' counterclaims for attorney's
fees. In response to plaintiff's motion,
Mancini abandoned his counterclaim for attorney's fees
under Texas Civil Practice and Remedies Code Section
38.001. Therefore, the Court will not address
the merits of that counterclaim.
Court applies the same test to a motion to dismiss a
counterclaim as it does to a motion to dismiss a complaint.
To survive a Rule 12(b)(6) motion to dismiss, plaintiffs must
plead enough facts to “state a claim to relief that is
plausible on its face.” Ashcroft v. Iqbal, 556
U.S. 662, 678 (2009) (quoting Bell Atlantic Corp. v.
Twombly, 550 U.S. 544, 547 (2007)). A claim is facially
plausible “when the plaintiff pleads factual content
that allows the court to draw the reasonable inference that
the defendant is liable for the misconduct alleged.”
Id. at 678. A court must accept all well-pleaded
facts as true and must draw all reasonable inferences in
favor of the plaintiff. Lormand v. U.S. Unwired,
Inc., 565 F.3d 228, 239, 244 (5th Cir. 2009). But the
Court is not bound to accept as true legal conclusions
couched as factual allegations. Iqbal, 556 U.S. at
legally sufficient complaint must establish more than a
“sheer possibility” that plaintiffs' claim is
true. Id. It need not contain detailed factual
allegations, but it must go beyond labels, legal conclusions,
or formulaic recitations of the elements of a cause of
action. Twombly, 550 U.S. at 555. In other words,
the face of the complaint must contain enough factual matter
to raise a reasonable expectation that discovery will reveal
evidence of each element of the plaintiffs' claim.
Lormand, 565 F.3d at 257. If there are insufficient
factual allegations to raise a right to relief above the
speculative level, Twombly, 550 U.S. at 555, or if
it is apparent from the face of the complaint that there is
an insuperable bar to relief, Jones v. Bock, 549
U.S. 199, 215 (2007); Carbe v. Lappin, 492 F.3d 325,
328 n.9 (5th Cir. 2007), the claim must be dismissed.
Oceaneering's Counterclaim for Attorney's Fees on
Plaintiff's Breach of Contract Claim
first argues that Oceaneering's counterclaim for
attorney's fees under Texas Civil Practice and Remedies
Code Section 38.001 must be dismissed because that provision
does not authorize attorney's fees against limited
liability companies. Because state law provides the rule of
decision for this counterclaim, the Court must apply the law
as interpreted by the state's highest court. See
F.D.I.C. v. Abraham, 137 F.3d 264, 267-68 (5th Cir.
1998); Samuels v. Doctors Hosp., Inc., 588 F.2d 485,
488 (5th Cir. 1979). When there is no ruling by the
state's highest court, a federal court must make an
Erie guess as to how the state's highest court
would decide the issue. Martin K. Eby Constr. Co. v.
Dall. Area Rapid Transit, 369 F.3d 464, 468 (5th Cir.
38.001 authorizes “attorney's fees from an
individual or corporation” on breach of contract
claims. The Texas Supreme Court has not addressed the scope
of this provision. But in Alta Mesa Holdings, L.P. v.
Ives, 488 S.W.3d 438 (Tex. Ct. App. 2016), a Texas court
of appeal held that this provision does not allow
attorney's fees against limited liability companies. The
court observed that, “as used in Texas statutes, the
legal entities identified by the terms
‘corporation' and ‘limited liability
company' are distinct entities with some but not all of
the same features.” Id. at 453. Further, the
court noted that an earlier version of Section 38.001
“provided that ‘any person, corporation,
partnership, or other legal entity having a valid claim
against a person or corporation' could recover
attorney's fees against the ‘persons or
corporation.'” Id. at 454 (quoting Tex.
Rev. Civ. Stat. art. 2226 (repealed 1985)). This language
suggested that the term corporation “was not intended
to encompass” partnerships or other legal entities,
“because to read the term otherwise would render ...