United States District Court, E.D. Louisiana
WELLS ROBY CHIEF UNITED STATES MAGISTRATE JUDGE
the Court is a Second Motion for Leave to File First
Amended Complaint (Rec. Doc. 132) filed by the
Plaintiff, Martin Energy Services, LLC. The Motion is
opposed. Rec. Doc. 135. The Motion was heard on the briefs.
breach of contract, quantum meruit, and unjust enrichment
case was originally filed in the District Court on December
30, 2014, pursuant to the Court's admiralty and maritime
jurisdiction under 28 U.S.C § 1333 and Rule 9(h) of the
Federal Rules of Civil Procedure. Rec. Doc. 1. The Defendants
in this matter are CGG Services U.S. Inc., three
vessel-owners in personam, and the vessel
owner's three vessels in rem. As previously
discussed in the Court's Order denying Martin's First
Motion for Leave to Amend (Rec. Doc. 136), CGG S.A. (CGG
U.S.'s French affiliate) has made a special appearance in
this matter pursuant to their time charter with two of the
vessels, which requires CGG S.A. to defend and indemnify the
vessels and their owners against Martin's claims.
claim that CGG U.S. reached their credit limit for purchasing
fuel from Plaintiff. Rec. Doc. 130, p. 17. Due to these
credit concerns, Defendants claim that Martin began to sell
fuel to CGG U.S. through an intermediary company called O.W.
Bunker USA, Inc. (OWB). Id. The complicated
multi-party arrangement is represented by Defendants as
involving the following steps: CGG U.S. issued purchase
orders for their fuel needs to OWB, purchase orders were
issued to OWB, OWB issued purchase order confirmations to
Martin for the fuel purchases, Martin issued invoices to OWB
for the sale of the fuel, OWB issued invoices to CGG U.S. for
the sale of the fuel, which included a commission for OWB.
Id., p. 2-3. Martin acknowledges that OWB was a
“contract intermediary” between CGG and Martin.
Rec. Doc. 133, p. 2.
uncontested that once Martin's fuel was sold it was
placed into the fuel transport vessels M/V Bourbon Petrel,
M/V/ OMS Resolution, and the M/V/ Miss Lilly. Ownership of
the vessels is uncontested: The M/V Bourbon Petrel was owned
by SNC Bourbon CE Petrel and Bourbon Offshore Greenmar S.A.,
and was under time charter with CGG S.A., not CGG U.S.
Id., p. 3. The M/V OMS Resolution was owned by
Rederij Groen BV and was also under time charter to CGG S.A.,
not CGG U.S. The M/V Miss Lilly was owned by Sea Support
Ventures, LLC and was under time charter to CGG U.S.
also uncontested at the hearing for Martin's first
proposed amendment that OWB didn't pay for the fuel it
received and filed for bankruptcy, and is no longer a party
to this matter. Rec. Doc. 130, p. 2; Rec. Doc. 133, p. 1. The
amendment before the Court now states that the ultimate
recipient of the fuel loaded onto the fuel transport vessels
were three seismic vessels that were owned and operated by
CGG S.A. Rec Doc. 132-1, p. 1.
January 16, 2015, CGG S.A. filed a Statement of Interest with
the District Court, originally noting their special
appearance was based on their time charter with the B/V
Bourbon Petrel and their responsibility to defend and
indemnify the in rem claims against the vessel. Rec.
Doc. 9. The time charter CGG S.A. had with the M/V OMS
Resolution also requires CGG S.A. to defend and indemnify the
in rem claims against that vessel as well. Rec. Doc.
136, p. 2. Finally, as noted in the Court's denial of
Martin's first proposed amendment, CGG S.A. was required
to defend and indemnify the owners of the vessels, Bourbon
Petrel SNC, Bourbon Offshore Greenmar S.A., and Roderij Groen
BV, from Martin's in personam claims against
them. Id., p. 3.
crossclaim on April 21, 2016, Martin claimed unjust
enrichment and quantum meruit against CGG U.S. Rec. Doc. 109.
In this crossclaim Martin did not assert any claims against
CGG S.A. Id.
The Proposed Amended Complaint
proposed amendment is substantially similar to the first
amendment Martin requested leave of the Court to file (Rec.
Doc. 124), which sought to assert direct actions of unjust
enrichment and breach of contract against CGG S.A.
The Court did not grant leave to amend. Rec. Doc. 136. The
Court found that the proposed amendment was futile because
(1) Martin had not alleged the existence of a contract
between Martin and CGG S.A. that CGG S.A. could have
breached, and because (2) there was no fact suggesting a link
between the non-payment of fuel and any unjust enrichment by
CGG S.A. The Court also found that Martin had shown undue
delay in filing the Motion, and that CGG S.A. would be caused
undue prejudice to be added to the party at such a late stage
in the litigation.
is only one change in the amendment before the Court and
Martin's first attempted amendment: Martin now seeks to
allege that CGG S.A. owned and operated the three seismic
vessels that were the ultimate beneficiaries of the
fuel. Rec. Doc. 132-3, p. 9, ¶¶ 11, 28
(Proposed Amended Complaint); Rec. Doc. 132-1, p. 1
(Memorandum in Support of Amended Complaint); Rec. Doc.
130-3, p. 27, ¶ C (Motion for Summary Judgment Exhibit).
The complaint still does not articulate any contract entered
into between CGG S.A. and Martin that CGG S.A. breached.
argues that the amendment will not cause CGG S.A. any
prejudice because they have been present in the party for
three years pursuant to their special appearance, because CGG
S.A. and U.S. share the same counsel, and because CGG S.A.
and U.S. have responded to discovery requests jointly. Rec.
Doc. 132-1, p. 2-4. Martin also argues that there was no
dilatory motive in filing the Motion ...