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Hadassa Investment Security Nigeria Ltd v. Swiftships Shipbuilders LLC

United States District Court, W.D. Louisiana, Lafayette Division

March 12, 2018

Hadassa Investment Security Nigeria Ltd
Swiftships Shipbuilders LLC

          Judge, Robert G. James



         Before the Court on referral from the district judge is a Motion To Dismiss Pursuant To Fed.R.Civ.P. 12(b)(6) filed by the Defendant Swiftships LLC (“Swiftships”) [Rec. Doc. 73] and Plaintiff, Hadassa Investment Security Nigeria Ltd.'s (“Hadassa”), Opposition [Rec. Doc. 27]. For the reasons that follow, the Court will allow Plaintiff to amend his Complaint and the Motion To Dismiss will be denied without prejudice.

         I. Factual and Procedural Background

         On October 2, 2013, Hadassa filed a lawsuit against Swiftships Shipbuilders LLC (“Shipbuilders”) in the Western District of Louisiana, 6:13:cv-02795, claiming breach of contract, failure to return deposit and unjust enrichment (“Hadassa I lawsuit”). R. 1-2. Hadassa alleged in the complaint that in 2008 it was attempting to broker an agreement between the Nigerian Navy and Shipbuilders for the manufacture of a number of vessels to serve the Nigerian Navy. Hadassa further alleged that on April 30, 2009, Hadassa wired $500, 000 to Shipbuilders as a deposit on a 25M Patrol Boat Shipbuilders had built and to hasten delivery for future vessels in the event the Nigerian Navy awarded a contract to Hadassa. Hadassa alleged that it subsequently learned that Shipbuilders sold the 25 M Patrol Boat to the U.S. Government. After Shipbuilders failed to refund its deposit despite numerous demands, Hadassa filed the Hadassa I lawsuit. On January 12, 2016, after a trial on the merits, the court awarded Judgment in favor of Hadassa and against “Swiftships Shipbuilders LLC” in the amount of $1, 499, 910.00.[1] R. 1-3. Based on Shipbuilders failure to pay the Judgment, Hadassa filed a motion for contempt on March 21, 2017. At the hearing on the motion, [2] counsel for Shipbuilders contended that, “our basis for nonpayment is not for disrespect or [sic] willingness. It's a flat inability to pay.” R. 1, ¶XIV. The court denied Hadassa's motion concluding that the Judgment was “a final judgment that cannot be altered or amended by this Court under the procedure utilized by the parties.” R.1-8.

         Thereafter, Hadassa filed the instant lawsuit against Shipbuilders, Swiftships and the United States for “Revocatory Action.” Hadassa alleged that after it filed the Hadassa I lawsuit, it learned that Shipbuilders and Swiftships entered into an “Asset Purchase Agreement” (the “Purchase Agreement”) on January 1, 2014, by which Swiftships, as purchaser, received the assets of Shipbuilders for the stated monies paid and received. R. 1. Hadassa further alleged that Shipbuilders was insolvent at the time of the transaction and that the transaction resulted in damages to Plaintiff.. Hadassa filed a second Amended Complaint on October 31, 2017, alleging that Swiftships LLC is liable for the January 12, 2016 judgment under the Successor Liability Doctrine.” R. 62.[3] Shipbuilders filed the instant Motion to Dismiss under Rule 12(b)(6) for failure to state a claim for successor liability. R. 73.

         II. Contentions of the Parties

         Swiftships contends the allegations in Hadassa's Complaint are insufficient to allege a cause of action for successor liability. Swiftships provides nothing in support of its position, merely stating, “the ‘Successor Liability Doctrine' takes many different forms and/or theories.” R. 73.

         Hadassa argues that its allegations in the Complaint are sufficient to state a claim for successor-in-interest liability of Swiftships, LLC for the January 12, 2016 Judgment. Paragraph VIII and Paragraph XVII of the Complaint state:

On January 12, 2016, Judgment [Rec. Doc. 97] was entered in this matter. The January 12, 2016 Judgment is now a final Judgment. The Defendant named in the Judgment is Swiftships Shipbuilders, LLC. A copy of the Judgment is attached hereto.

         In Paragraph XVIII Plaintiff alleged:

Since the January 12, 2016 Judgment became final, Counsel for Plaintiff Hadassa has learned that actually, prior to the January 12, 2016 entry of the Judgment [Hadassa I, Rec. Doc. 97], all of the interest of Swiftships Shipbuilders, LLC were transferred to another entity, to wit: Swiftships, LLC.” (Emphasis in original)

         III. Legal Standards & Analysis

         Federal Rule of Civil Procedure 8(a) requires that a complaint set forth “a short and plain statement of the claim showing that the pleader is entitled to relief[, ]” and Rule 12(b)(6) provides that a complaint may be dismissed if it “fails to state a claim upon which relief can be granted[.]” Courts apply these rules through the two-pronged process outlined by the Supreme Court in Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007), and Ashcroft v. Iqbal, 556 U.S. 662 (2009). First, the Court must identify the complaint's factual allegations, which are assumed to be true, and distinguish them from any statements of legal conclusion, which are not entitled to the assumption of truth. Iqbal, 556 U.S. at 678, 680-81. Second, the Court must assess whether the assumed-as-true factual allegations set forth a plausible claim to relief. This is “a context-specific task that requires the reviewing court to draw on its judicial experience and common sense” to determine whether “the well-pleaded facts ... permit the court to infer more than the ...

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