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Celtic Marine Corp. v. Basin Commerce, Inc.

United States District Court, E.D. Louisiana

July 19, 2019


         SECTION: “J” (4)



         Before the Court is a Motion to Dismiss Under Fed.R.Civ.P. 12(b)(2) or Forum Non Conveniens (Rec. Doc. 6) filed by Defendant, Basin Commerce, Inc. Plaintiff, Celtic Marine Corporation, opposes the motion (Rec. Doc. 8). Defendant filed a reply (Rec. Doc. 12), and Plaintiff filed a sur-reply (Rec. Doc. 18). Having considered the motion and legal memoranda, the record, and the applicable law, the Court finds that the motion should be DENIED.


         This litigation arises out of negotiations and agreements for barges and barge transportation services to be provided by Plaintiff, a Louisiana corporation, to ship distillers dry grain for Defendant, a foreign corporation incorporated under the laws of Minnesota. Beginning on April 26, 2018 following the completion of barge transportation services pursuant to Contract #0417, representatives of Plaintiff and Defendant began discussing two additional barges to transport grain from Minnesota to Louisiana. The record reflects that the negotiations took place via text message and e-mail. After confirming the booking of the two barges through text message, Plaintiff's representative signed a contract entitled “2018 Spot Service Agreement- Contract #0422” on behalf of Plaintiff and sent the contract to Defendant. Like Contract #0417, Contract #0422 includes a provision concerning the applicable law (general maritime law or, if unenforceable, Louisiana law) and a forum selection clause providing that the federal courts of Louisiana have exclusive jurisdiction over any disputes arising under, in connection with, or incident to the agreement. Both contracts also stipulate that the failure to immediately object to the contract “is acknowledgment of the acceptance of the terms and conditions contained [therein].” The record reflects that Defendant did not sign or expressly object to Contract #0417 or Contract #0422.

         Pursuant to its obligations under Contract #0422, Plaintiff subsequently made arrangements with vendors to provide services related to cargo. Despite the parties' agreement regarding timing, the two barges had not been loaded by mid-May 2018. Representatives of the parties discussed cancellation, but Defendant rejected this option due to the associated cancellation fees. Instead, the parties agreed that one barge would be taken off placement and rolled over to June and the other would remain on placement. Plaintiff then sent Defendant an amendment to Contract #0422 on May 18, 2018, confirming this agreement. The amendment provided that all other terms and conditions of the agreement remain as originally agreed upon, and it included language indicating that “[t]he confirmation without immediate notice … is acknowledgment of the acceptance of the conditions of the confirmation.” Defendant did not inform Plaintiff of any objection to the amendment.

         When neither barge had been loaded by the end of June 2018, Plaintiff requested payment from Defendant in the amount of $45, 800.00 in demurrage and cancellation fees. On August 29, 2018, Plaintiff informed Defendant that it would file suit if the matter was not resolved by noon on September 4, 2018. Defendant failed to respond and instead filed a declaratory action in the United States District Court for the District of Minnesota. The same day, Plaintiff filed the instant litigation in this Court for breach of contract and detrimental reliance.


         Rule 12(b)(2) of the Federal Rules of Civil Procedure permits dismissal of a suit for lack of personal jurisdiction. Where a defendant challenges personal jurisdiction, the party seeking to invoke the power of the court bears the burden of proving that jurisdiction exists. Luv N'Care, Ltd. v. Insta-Mix, Inc., 438 F.3d 465, 469 (5th Cir. 2006). However, the plaintiff is not required to establish jurisdiction by a preponderance of the evidence; a prima facie showing is sufficient. Id. The court must accept the plaintiff's uncontroverted allegations and resolve all conflicts between the facts contained in the parties' affidavits and other documentation in favor of jurisdiction. Id.

         A federal court sitting in diversity must satisfy two requirements to exercise personal jurisdiction over a nonresident defendant. Pervasive Software Inc. v. Lexware GmbH & Co. Kg, 688 F.3d 214, 220 (5th Cir. 2012). First, the forum state's long-arm statute must confer personal jurisdiction. Second, the exercise of jurisdiction must not exceed the boundaries of the Due Process Clause of the Fourteenth Amendment. Id. (citing Mink v. AAAA Dev. LLC, 190 F.3d 333, 335 (5th Cir. 1999)). The limits of the Louisiana long-arm statute are coextensive with constitutional due process limits. Jackson v. Tanfoglio Giuseppe, SRL, 615 F.3d 579, 584 (5th Cir. 2010) (citing Walk Haydel & Assocs. v. Coastal Power Prod. Co., 517 F.3d 235, 242-43 (5th Cir. 2008)). Accordingly, the inquiry is whether jurisdiction comports with federal constitutional guarantees. Id.

         The Due Process Clause of the Fourteenth Amendment guarantees that no federal court may assume jurisdiction in personam of a non-resident defendant unless the defendant has certain “minimum contacts” with the forum state “such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.” Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945) (internal quotations omitted). Sufficient minimum contacts will give rise to either specific or general jurisdiction. Goodyear Dunlop Tires Operations, S.A. v. Brown, 131 S.Ct. 2846, 2851 (2011).

         Specific jurisdiction is limited to adjudication of “issues deriving from, or connected with, the very controversy that establishes jurisdiction.” Id. In order to establish specific jurisdiction, a plaintiff must show that “(1) there are sufficient (i.e., not ‘random fortuitous or attenuated') pre-litigation connections between the nonresident defendant and the forum; (2) the connection has been purposefully established by the defendant; and (3) the plaintiff's cause of action arises out of or is related to the defendant's forum contacts.” Pervasive Software, 688 F.3d at 221; accord Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474-76 (1985). The defendant can then defeat the exercise of specific jurisdiction by showing that it would be unreasonable. Burger King, 471 U.S. at 476-77; Pervasive Software, 688 F.3d at 221-22.

         General jurisdiction, however, does not require a showing of contacts out of which the cause of action arose. Goodyear, 131 S.Ct. at 2851. A court may assert general jurisdiction over foreign defendants “to hear any and all claims against them.” Id. The proper consideration when determining whether general jurisdiction exists is whether the defendant's “affiliations with the State are so ‘continuous and systematic' as to render [it] essentially at home in the forum State.” Daimler AG v. Bauman, 134 S.Ct. 746, 761 (2014) (alteration in original) (quoting Goodyear, 131 S.Ct. at 2851).

         PARTIES' ...

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