United States District Court, W.D. Louisiana, Shreveport Division
MAURICE HICKS, JR., CHIEF JUDG
the Court is a Rule 12(b)(3) Motion to Dismiss for Improper
Venue (Record Document 30) filed by Defendant, Walter J.
Stanton, III (“Stanton”). Plaintiff, Raymond
Stafford (“Stafford”), opposes the motion.
See Record Document 37. For the reasons assigned
herein, Stanton's motion is hereby
litigation herein stems from an investment opportunity turned
sour. Stafford, a resident of Dublin, Ireland, was formerly
friends with Stanton, a resident of Coral Gables, Florida.
See Record Document 12 at ¶¶ 1, 2, and 11.
Stafford alleges that for many years, and at times relevant
to the claims herein, Stanton provided legal assistance to
Defendant David deBerardinis (“deBerardinis”), a
resident of Shreveport, Louisiana, and deBerardinis'
company, Defendant Financial Resources, LLC
(“FR”), a Louisiana limited liability company
with its principal place of business in Shreveport,
Louisiana. See id. at ¶¶ 5, 9. Stanton
allegedly provided legal services to deBerardinis, FR, and
FR's related business entities regarding fuel purchase
contracts. See id. at ¶ 10. During the time
period relevant to the litigation, it is also alleged that
Stanton held an officers' position in a FR related
entity. See id. at ¶ 9.
contends that on or about February 16, 2016, Stanton
contacted him to discuss an opportunity to make an investment
that would yield a large return in a short period of time.
See id. at ¶ 13. Stanton allegedly advised
Stafford that FR had an opportunity to earn significant
revenue by facilitating the sale of fuel from Alon USA to
Freeport McMoRan, both large publicly traded companies.
See id. Stanton allegedly proposed that Stafford
make a “bridge loan” of up to $8, 000, 000.00 to
FR with terms that would provide Stafford with a repayment of
his initial investment plus 10% profit within 60 days.
See id. at ¶ 17. Stafford alleges that Stanton
assured him that deBerardinis and FR's financials were in
excellent shape, and the investment involved virtually no
risk. See id. at ¶ 13. Stafford asserts that
Stanton, in an effort to encourage his investment, provided
him with a brochure demonstrating the strong financial
condition of both deBerardinis and FR. See id. at
¶ 15. Stafford contends that the brochure also listed
Stanton as a corporate officer in one of deBerardinis'
fuel trading entities. See id. at ¶ 15.
claims that Stanton advised him that repayment of the loan
would be made from an Alon USA account that held substantial
funds for FR, which was designated as the “Alon FR
Master Trading Account.” See id. at ¶ 16.
Stafford also contends that Stanton advised him that FR would
provide a personal guaranty of the investment from
deBerardinis, and Alon USA would provide a corporate
guaranty. See id. Stafford alleges that he decided
to invest $2, 500, 000.00 in FR based upon the urging and
representations of Stanton, the financial documentation
provided to him by Stanton, and their fiduciary relationship.
See id. at ¶ 19.
allegedly drafted the legal documents necessary for
Stafford's investment, including the promissory note with
FR, which provided a repayment date of May 16, 2016. See
id. at ¶ 20. Stanton also allegedly drafted a
letter agreement for execution by Alon USA that confirmed the
existence of the Alon FR Master Trading account, and balance
thereof, and contained a promise to timely remit repayment
from that account to Stafford. See id. at ¶ 18.
Stanton also allegedly drafted deBerardinis' personal
guaranty, Alon USA's corporate guaranty, and undertook
the responsibility of getting deBerardinis to obtain the
necessary signatures on the Alon USA guaranty and letter
agreement. See id. at ¶ 20. Thereafter, Stanton
allegedly forwarded the executed copies of the documents to
Stafford's Louisiana counsel. See id. at ¶
18 and 21.
March 17, 2016, Stafford initiated a wire transfer of $2,
500, 000.00 into FR's account to complete the investment.
See id. at ¶ 21. When the due date for
repayment of Stafford's $2, 500, 000.00 investment and
$250, 000.00 profit arrived, no payment was made. See
id. at ¶ 22. Stanton allegedly advised Stafford
that there would be a short delay, but there was no cause for
concern. See id. Stafford asserts that despite
Stanton's reassurances, no portion of the $2, 750, 000.00
owed to him has ever been paid. See id. at ¶
claims that he made demands for payment upon deBerardinis,
FR, and Alon USA without success. See id. at ¶
24. Alon USA allegedly responded to Stafford by stating that
the corporate guaranty purportedly executed by Alon USA was a
forgery, and Alon USA never agreed to guaranty payment of
funds owed to him. See id. at ¶ 25. Stafford
alleges that pleadings filed in related litigation in Texas
demonstrate that the purported fuel trading agreements
involving deBerardinis and his business entities were part of
a scam, complete with fake Alon USA agreements, forged
signatures, bogus checks, and fabricated trading
confirmations. See id. at ¶ 27.
considered Stanton to be his fiduciary regarding the
investment opportunity, and he trusted Stanton's opinion
based on their relationship and Stanton's intimate
knowledge of deBerardinis and FR's finances. See
id. at ¶ 13. Stafford claims that Stanton was aware
that he was relying on his representations as a fiduciary in
deciding whether to make the investment. See id. at
¶ 14, 30. Stafford contends that if Stanton had
exercised reasonable due diligence he would have known the
true financial condition of deBerardinis and FR, the true
status of the Alon FR Master Trading Account, the
inauthenticity of the Alon USA letter agreement and guaranty,
and FR's inability to repay the loan. See id. at
¶ 28. Stafford claims that Stanton is liable to him for
negligent misrepresentation, arguing that Stanton was aware
of his reliance on the representations regarding the
financial status of deBerardinis and FR, and therefore,
Stanton had a duty to supply him with correct information.
See id. at ¶ 29. Likewise, Stafford asserts
that Stanton's lack of due diligence regarding the
investment also constitutes a breach of his fiduciary duty.
See id. at ¶ 30. Stafford claims that but for
Stanton's negligent misrepresentation and breach of
fiduciary duty, he would never have made the investment in
FR, which caused him damage. See id. at ¶¶
also asserts direct claims against Stanton's professional
liability insurers, National Union Fire Insurance Company
(“National Union”) and Berkley Assurance Company
(“Berkley”) under Louisiana's Direct Action
Statute, La. Rev. Stat. 22:1269. See id. at
¶¶ 4-5, 32. Stafford claims that based on the
allegations above, Stanton, National Union, Berkley, FR, and
deBerardinis are each liable to him, in solido, for all
amounts owed under the promissory note. See id. at
moves the Court to dismiss Stafford's claims against him
pursuant to Rule 12(b)(3), arguing that the Western District
of Louisiana is an improper venue. See Record
Document 30. If a defendant objects to venue, the burden is
on the plaintiff to establish that venue is proper in the
judicial district in which the case has been brought. See
Perez v. Pan Am Life Ins. Co., 70 F.3d 1268 at *2 (5th
Cir. 1995). As a general rule, venue must be proper as
to each cause of action and each defendant. See Ricks v.
Cadorath Aerospace Lafayette, LLC, No. 15-6686, 2017 WL
590293, at *9 (E.D. La. Feb. 14, 2017) (citing Tucker v.
United States Dep't of Army, 42 F.3d 641, *2 (5th
Cir. 1994)). When considering a Rule 12(b)(3) motion, the
Court must accept all allegations in the complaint as true
and resolve all conflicts in favor of the plaintiff. See
Braspetro Oil Services Co. v. Modec (USA), Inc., 240
Fed.Appx. 612, 615 (5th Cir. 2007). The Court may “look
at all evidence in the record beyond simply those facts
alleged in the complaint and its proper attachments.”
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