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Aker Solutions, Inc. v. Shamrock Energy Solutions, LLC

United States District Court, E.D. Louisiana

October 8, 2019

AKER SOLUTIONS, INC.
v.
SHAMROCK ENERGY SOLUTIONS, LLC; AND SAMURAI INTERNATIONAL PETROLEUM, LLC

         SECTION M (4)

          FINDINGS OF FACT & CONCLUSIONS OF LAW

          BARRYY. ASHE UNITED STATES DISTRICT JUDGE

         This matter involves unpaid invoices for services rendered where the obligation and the obligor are disputed. Plaintiff Aker Solutions, Inc. (“Aker”) filed this suit against defendants Shamrock Management, LLC d/b/a Shamrock Energy Solutions (“Shamrock Management”), Shamrock Energy Solutions, LLC (“Shamrock Energy”), Samuari International Petroleum, LLC (“SIPCO”), and Jeffrey Trahan (collectively, “Defendants”) alleging that SIPCO is obligated by contract to Aker in the amount of $1, 780, 144.19 for work performed, and SIPCO breached the contract by failing to pay.[1] Aker alleges that Shamrock Management, Shamrock Energy, and Trahan are also jointly and severally liable for SIPCO's debt under single-business-enterprise and alter-ego theories.[2]

         This matter was tried before the Court, sitting without a jury, over two days. Having considered the evidence admitted at trial, the arguments of counsel, and the applicable law, the Court issues its findings of fact and conclusions of law pursuant to Rule 52 of the Federal Rules of Civil Procedure. To the extent a finding of fact constitutes a conclusion of law, the Court adopts it as such, and vice versa.

         FINDINGS OF FACT

         I. The Parties

         1. Aker is a corporation organized under the laws of the State of Delaware, with its principal place of business in Houston, Texas. In general, Aker provides a wide variety of engineering and technical services and solutions to oil-and-gas exploration-and-production (“E&P”) companies.[3]

         2. Shamrock Management is a limited liability company formed on September 24, 1997, under the laws of the State of Louisiana, with its principal place of business in Houma, Louisiana. Trahan purchased Shamrock Management in 2008 and was the sole member and manager of the company during the relevant period.[4]

         3. Shamrock Energy is a limited liability company formed on February 13, 2014, under the laws of the State of Louisiana, with its principal place of business in Houma, Louisiana. Trahan was the sole member and manager of the company during the relevant period.[5]

         4. SIPCO is a limited liability company formed on February 4, 2013, under the laws of the State of Louisiana, with its principal place of business in Houma, Louisiana. Trahan was the sole member and manager of the company throughout its existence.[6]

         5. Shamrock Management, Shamrock Energy, and SIPCO are all located at the same business address: 4800 LA-311, Houma, Louisiana 70360.[7]

         6. Trahan is a citizen of Louisiana residing in Houma. Trahan is the sole member of Shamrock Management, Shamrock Energy, and SIPCO, none of which is publicly traded. Trahan is also president and chief executive officer (“CEO”) of Shamrock Management and SIPCO and provides the funding for both companies.[8]

         II. SIPCO's Relationship with Shamrock Management and Shamrock Energy

          7. Shamrock Management is engaged in the business of providing contract and subsidiary labor, such as electricians, mechanics, company men, tool pushers, etc., to oil-and-gas E&P companies.[9]

         8. Shamrock Energy is a holding company for Shamrock Management. It was formed to rebrand Shamrock Management to more closely tie Shamrock Management to the energy sector as a solutions provider for oil-and-gas E&P companies. On June 29, 2015, Shamrock Management registered the trade name “Shamrock Energy Solutions” as part of a rebranding process, such that Shamrock Management, LLC became Shamrock Management, LLC d/b/a Shamrock Energy Solutions.[10]

         9. According to the terms of a loan agreement with Jefferson Capital, which restricted the type of business ventures Shamrock Management could pursue, Shamrock Management could not engage in the oil-and-gas E&P business. But for this restriction, Shamrock Management would have engaged in the oil-and-gas E&P business, and SIPCO would not have been formed.[11]

         10. On February 4, 2013, Trahan formed SIPCO to vet oil-and-gas E&P opportunities for acquisition and to act as a start-up E&P company. On July 8, 2014, SIPCO was “capitalized” with a $5, 000 payment from Trahan into SIPCO's separate bank account, which constitutes the sole capital contribution made to it throughout its existence.[12]

         11. SIPCO's purpose was to vet oil-and-gas E&P opportunities to help create business for Shamrock Management and to make money for Trahan. The intention was for SIPCO and Shamrock Management to work in unison, and for Shamrock Management to provide labor to SIPCO to work in the oil fields. Thus, if SIPCO had become a viable E&P company, Shamrock could have benefitted financially.[13]

         12. SIPCO shared offices and office equipment with Shamrock Management in Houma, Louisiana, and Houston, Texas. However, SIPCO did not operate out of Shamrock Management's offices in Broussard or Lafayette, Louisiana; Kennedy, Levelland, or Pecos, Texas; Wheeling, West Virginia; or North Dakota. SIPCO and Shamrock Management also have the same Houston office telephone number, which is listed in the Shamrock Management and SIPCO email account signature blocks.[14]

         13. SIPCO did not own any property and never earned any income.[15]

         14. SIPCO did not have any of its own W-2 employees.[16]

         15. Rene Breaux, III, Shamrock Management's vice president of finance and chief financial officer (“CFO”), also served as SIPCO's CFO.[17]

         16. Jason Lyons, Shamrock Management's vice president and general counsel, also served as general counsel and manager of SIPCO after it was formed.[18]

         17. Thus, SIPCO appointed three officers: (i) Trahan, president and CEO, (ii) Breaux, CFO, and (iii) Lyons, general counsel. Shamrock Management employed these same three persons in the exact same officer roles. However, Shanna Kornegay and Darryl Rousse were additional officers of Shamrock Management.[19]

         18. Shamrock Energy had an operating agreement and articles of organization, held annual and special meetings, and prepared and filed annual meeting minutes.[20]

         19. While SIPCO held annual meetings and has produced four “Actions by Unanimous Written Consent of Members in Lieu of Meeting, ” there is no evidence in the record that SIPCO prepared or filed annual reports, and SIPCO was deemed to be “not in good standing for failure to file Annual Report” by the Louisiana Secretary of State.[21]

         20. In 2012, Shamrock Management hired Richard Sharp, an engineer. Sharp rendered services on SIPCO's behalf after it was formed in 2013. In 2013, Shamrock Management hired Luke Jensen, a geologist at an annual salary of $350, 000, to vet potential oil-and-gas E&P opportunities, but he rendered these services on SIPCO's behalf after it was formed in 2013.[22]

         21. While Shamrock Management had over 800 employees, the following Shamrock Management employees provided services on behalf of SIPCO, and were paid by Shamrock Management: Breaux (financial), Lyons (legal), Sharp (engineering), Jensen (geology), Clint Schexnayder (legal), Chisolm Lindsey (mechanical engineering), Russel Heim (facility engineering), Bob O'Neil (process engineering), Aarti Punase (petroleum engineering), Shanna Korneygay (administrative), Bill Bates (information technology and administrative), Gary Stansbury (business development), and Darkus Prosperie (controller).[23]

         22. SIPCO officers and Shamrock Management employees, who were rendering services on behalf of SIPCO, including Trahan, Breaux, Sharp, Lyons, and Jensen, used their Shamrock and SIPCO email addresses interchangeably when communicating internally and with third parties.[24]

         23. For example, Trahan transmitted and received emails interchangeably from both email accounts, such that both of his email addresses would sometimes appear in the same email string. Also, Trahan would sometimes use his Shamrock Management email address for SIPCO business.[25]

         24. Similarly, Breaux and Sharp both transmitted emails from their SIPCO email addresses but continued to include their Shamrock signature block in these emails.[26]

         25. Jensen transmitted emails that contained both Shamrock and SIPCO email signature blocks, including in an email he sent to Aker.[27]

         26. SIPCO was completely financially dependent on Shamrock Management. SIPCO did not have a separate accounting function or its own financial records. Shamrock Management paid SIPCO's expenses and debts, which were captured within Shamrock Management's accounting system. Shamrock Management directly paid a third-party for a SIPCO debt on at least two occasions.[28]

         27. Greenstone Equity Partners (“Greenstone”) was engaged by SIPCO to help find potential investors, and Breaux told Greenstone that SIPCO was financially dependent upon Shamrock. SIPCO owed Greenstone a total of $60, 000 for its services in facilitating meetings between SIPCO (Breaux and Jensen) and potential investors in the Middle East. Shamrock Management paid Greenstone for the services it provided to SIPCO.[29]

         28. On July 2, 2014, Breaux told Greenstone's Omar Algharabally that he “will not be able to wire the funds today. We are waiting on funding from Shamrock. Shamrock was supposed to receive payment from a couple of our large accounts, which would have given me some availability to move $40, 000 from Shamrock to SIPCO. Unfortunately, those payments have not be[en] made as of today.” On July 28, 2014, Breaux emailed Algharabally that “[t]he current activity of SIPCO is supported by Shamrock, which is related to SIPCO by common ownership.”[30]

         29. On February 2, 2015, Breaux informed Greenstone that “Shamrock actually makes the payments on behalf of SIPCO, so the process is not as simple as simply cutting a check.”[31]

         30. On February 4, 2015, Breaux emailed Algharabally that the payments from SIPCO for Greenstone's services were late, explaining: “SIPCO has no accounting structure because we have not yet closed a deal. We rely on Shamrock to cover SIPCO's expenses in the interim.”[32]

         31. Eventually, Shamrock Management directly paid Greenstone for SIPCO's debt, one payment for $20, 000 and the other for $40, 000, which debt arose out of services Greenstone provided to SIPCO pursuant to the contract between Greenstone and SIPCO. SIPCO never reimbursed Shamrock Management for the two payments, totaling $60, 000, that Shamrock Management made to Greenstone on SIPCO's behalf.[33]

         32. Shamrock Management never invoiced SIPCO for any costs it incurred on SIPCO's behalf, nor did SIPCO ever reimburse Shamrock Management for any payments or costs incurred on SIPCO's behalf. Nor did SIPCO ever reimburse Shamrock for any of the work or services that Shamrock Management employees rendered on SIPCO's behalf.[34]

         33. Shamrock Management employees rendering services on behalf of SIPCO shared SIPCO's and Shamrock Management's overview presentations to potential third-party investors and financiers for SIPCO's projects. They promoted the availability to SIPCO of Shamrock Management's experience, skill sets, and E&P capabilities to convince third parties to invest in SIPCO projects. They also referred to Shamrock Energy and SIPCO as vertically integrated sister companies.[35]

         34. Breaux shared Shamrock Management's 2012, 2013, and 2014 financial statements with a third-party investor that SIPCO was trying to engage.[36]

         35. On August 6, 2014, Jensen emailed Ezra Beren of Platinum, subject line “Transaction Questionnaire - SIPCO, ” stating: “I have attached a company overview of SIPCO and our vertically integrated sister company, Shamrock Energy Solutions, which already operates and maintains deepwater platforms for IOCs. ... That should familiarize you with us as well as the experience, skills sets, and Exploration & Production capabilities we bring to the table.” Trahan and Breaux both received copies of this email on August 7, 2014.[37]

         36. On September 18, 2014, Jensen emailed Jackson Kirby of Goldman Sachs, saying “we would like to progress with setting up a meeting with SIPCO senior management, including our CEO and CFO, to meet with your team and provide [you] with further background on SIPCO E&P and its sister company Shamrock Energy Solutions, our goals, and how Goldman Sachs could potentially help us achieve them in a mutually beneficial way.”[38]

         37. In 2014 and, then again in 2018, Aker considered purchasing Shamrock Management and Shamrock Energy, but never considered purchasing SIPCO.[39]

         III. Aker's Proposal for the Concept Validation Study

         38. In May 2014, SIPCO was considering acquiring an oil-and-gas lease offshore in the Gulf of Mexico, known as the Trident Field, the rights to which belonged to Rocksource Exploration Norway AS (“Rocksource”). SIPCO began discussions with Rocksource to acquire the lease, but because the field had no infrastructure or producing assets of any kind located on it, SIPCO had to develop a plan to install the infrastructure to produce oil and gas before it could acquire the lease.[40]

         39. Toward that end, Sharp, on behalf of SIPCO, approached Aker about performing a concept validation study (“CVS”) for the Trident Field. A CVS is conducted to understand what is required both technically and economically to develop a complex oil-and-gas facility. As a prelude to conducting the CVS, the full range of options - commonly referred to as “concepts” - are considered from a technical and economic perspective. Through this initial study (often referred to as a feasibility study), the options are narrowed to those that are feasible. Then a CVS is performed to validate a concept or set of concepts deemed feasible.[41]

         40. Previously, in 2011, Aker had performed a Trident Field Development Options Study (hereinafter “Feasibility Study”) for Rocksource. Sharp obtained a copy of the Feasibility Study from Rocksource and provided it to Thompson when he initially approached Aker in May 2014 about performing the CVS. The purpose of the 2014 CVS was to improve upon the previous study performed for Rocksource, address any new technologies and developments, account for the price of oil and material changes, as well as, validate the initial study.[42]

         41. On June 23, 2014, Barbara Thompson, Aker's vice president of its front-end spectrum (“FES”)[43] division, and Vladi Gorescu, Aker's director of projects and construction within the FES division, met with Sharp and Jensen. Sharp and Jensen asked Thompson and Gorescu to prepare a proposal and cost estimate to perform the CVS.[44]

         42. On July 3, 2014, in response to SIPCO's request, Aker emailed to Sharp its proposal for performing the CVS (“Proposal”), which contained a cost, time, and resources (“CTR”) summary estimating the hours it would take to complete all facets of the CVS and discussing at length the cost breakdown for each discipline's scope of work. The initial estimated price for performing the CVS was $1, 497, 151 and, of that total, the estimate for labor was $1, 444, 771.[45]

         43. Pursuant to the CTR for “Project Management” in the Proposal, under “Scope of Work, ” Aker would “Chair Weekly and Monthly Meetings and Issue Minutes of Meeting” and, under “Deliverables/Activities, ” Aker would perform and deliver “MOM (minutes of meeting), Weekly Report, Monthly Reports, and Monthly Invoices.”[46]

         44. On July 20, 2014, Sharp forwarded Aker's Proposal to Jensen requesting his feedback.[47]

         45. Thompson had authority to negotiate certain contracts in conjunction with Aker's legal team. Thompson's supervisor was Hennig Ostvig, who led FES globally and was based in Oslo, Norway. Ostvig worked for Aker ASA, a different Aker entity than the one for which Thompson worked, and Thompson considered the two companies to be separate. Aker had distinct, but related, business entities in Norway and Malaysia with which Thompson worked. If either of these related entities did work for Aker, Aker would incur intercompany charges for the work.[48]

         46. Together with another member of the Aker team on Shamrock Management business, Thompson met Trahan while he was at an Aker meeting. At that time, Thompson learned that Trahan owned SIPCO.[49]

         47. Trahan testified that SIPCO had no way to pay for all of the vetting and research SIPCO needed.[50]

         IV. Sharp's Authority to Sign the Master Service Contract

         48. When Sharp first introduced himself to Thompson he said that he worked for SIPCO as an exploration-and-development manager, and for Shamrock Management as a project manager. Sharp had a separate business card for each entity. The SIPCO and Shamrock Management business cards were different in color and logo.[51]

         49. Thompson testified that Sharp said SIPCO's relationship to Shamrock Management, other than having a shared ownership structure, was that “the management [of Shamrock], himself included, had formed SIPCO because they felt like they knew quite a bit about how to operate oil and gas facilities based on what they did for a living and because [Sharp] had done some of this development before at some companies like Shell, [so] they felt like they were well positioned to be able to [do] development and do their own field. And they thought if they could make money doing the management, how much … better … they might be suited to … actually [do] exploration and production.”[52]

         50. Thompson also testified that Sharp's title as exploration-and-development manager at SIPCO, which was in his email signature and on his SIPCO business card, typically denotes a senior person having broad responsibilities related to exploration, meaning he would be the one developing this production facility, including managing drilling and other matters related to development. In Thompson's experience, exploration-and-development managers usually have the authority to sign contracts for certain specialty services, like engineering.[53]

         51. Thompson's impression of Sharp's expertise and experience in the development of oil-and-gas E&P ventures (akin to the Trident Field) was that he was knowledgeable and understood the technical engineering side of developing the asset. Sharp had done a lot of research on new technologies Aker could provide to improve upon the initial Feasibility Study it had performed in 2011 and would be suitable for the Trident Field's deep-sea environment. Sharp worked with Aker's engineers to devise an approach to the CVS that Aker's engineers agreed was prudent. Moreover, Sharp informed Thompson that he had worked at Shell for ten years (before working for Shamrock and SIPCO) vetting assets offshore in environments like the Trident Field.[54]

         52. On the one hand, Sharp never indicated to Thompson that he did not have the authority to sign for SIPCO the Master Service Contract (“MSC, ” sometimes also referred to as the Master Service Agreement or “MSA”) between Aker and SIPCO. But on the other hand, Thompson never investigated the extent of Sharp's authority, even though she knew she could not get a Dun & Bradstreet (“D&B”) report on SIPCO, the company had few employees, and it was a start-up entity.[55]

         53. Sharp introduced Thompson to Trahan and explained that Trahan owned both SIPCO and Shamrock Management. Indeed, from the outset of Thompson's interactions with Sharp and SIPCO, Sharp informed Thompson that SIPCO and Shamrock Management were related by common ownership and management.[56]

         54. Trahan testified that an Action by Unanimous Written Consent by SIPCO's officers was necessary to vest Sharp with authority to execute a document, and one does not exist authorizing Sharp to enter into a contract with Aker on SIPCO's behalf. Trahan further testified that Sharp knew he needed Trahan's approval before executing any agreement.[57]

         55. But after agreeing that most employers would consider Sharp's allegedly unauthorized act on SIPCO's behalf in entering into the MSC with Aker, as well as the subsequent nearly $1.8 million work order, to amount to an egregious offense worthy of termination, Trahan testified that Sharp was not terminated and continued to work for Shamrock Management and SIPCO for many more months before he resigned on his own accord.[58]

         56. At no time during their meetings about the MSC and related work order and invoices did Trahan tell Thompson he would not pay the invoices on the ground that Sharp did not have authority to enter into the MSC.[59]

         V. The Master Service Contract, Work Order, and Change Order

         57. In July 2014, pursuant to the terms of Aker's Proposal, Aker and SIPCO began negotiating the MSC that would govern the CVS that Aker was to perform for SIPCO.[60]

         58. At the time, Aker knew that SIPCO, Shamrock Energy, and Shamrock Management were all separate companies. Aker attempted to access a D&B report on SIPCO, but one did not exist because SIPCO had not been around long enough; instead, Aker retrieved the D&B report on Shamrock Management. Sharp and Jensen gave Ostvig an overview of SIPCO because “SIPCO was not well-known as a company.”[61]

         59. On July 23, 2014, Jensen (in Sharp's stead) sent Lyons an email, having the subject line “Re: Aker MSA status (re Trident/SIPCO work), ” in which he related Aker's inquiry whether SIPCO found the MSC “acceptable to at least set up the boundary conditions for future work.” Lyons responded, asking: “Can you send me the MSA again please?” Jensen replied that he had a copy of Aker's “[p]roposal/scope of work document, but not the MSA itself.”[62]

         60. On August 19, 2014, during the negotiation phase, Sharp stated that the MSC was being reviewed by SIPCO's legal department.[63]

         61. On September 15, 2014, Aker and SIPCO executed the MSC, which would govern the provision of certain services, goods, equipment, and facilities provided by Aker to SIPCO for the CVS. Thompson signed the MSC on Aker's behalf, and Sharp signed the MSC on SIPCO's behalf.[64]

         62. On September 29, 2014, Aker and SIPCO executed a work order under the MSC for the CVS - 2014-016-TRD (“Work Order”). The approved budget for the CVS, pursuant to the Work Order, was $1, 444, 771.[65]

         63. On January 13, 2015, Aker issued Change Order No. 001 (“Change Order”) to increase the approved budget for the CVS being performed under the MSC and Work Order to $1, 780, 120. SIPCO approved and signed the Change Order on January 13, 2015.[66]

         64. The Court finds that Aker and SIPCO, through the execution of the MSC, Work Order, and Change Order, entered into a valid and legally binding contract.

         VI. Aker's Performance of the Concept Validation Study

         65. Under the MSC, Work Order, and Change Order, Aker performed the CVS for SIPCO, and SIPCO was fully aware of Aker's progress in performing the CVS.[67]

         66. Over the course of the CVS, Aker and SIPCO held and participated in bi-weekly meetings at which Aker would distribute and make detailed presentations addressing the progress of the CVS. These presentations allowed the parties to review and consider the activities performed during the prior two weeks and look ahead to what would be performed during the next couple of weeks. Additionally, every discipline head would provide a report specific to the work they were performing. After these meetings, Aker would distribute detailed minutes confirming and memorializing the progress that had been made.[68]

         67. The two primary Shamrock Management employees vetting potential oil-and-gas E&P opportunities, including the Trident Field, for SIPCO were Sharp and Jensen. As such, Sharp and Jensen were SIPCO's two primary leads for the CVS and attended most of the Aker-SIPCO bi-weekly meetings, but, regardless of their physical attendance at the meetings, both were copied on Aker's communications about the meetings and kept current on all information about the CVS.[69]

         68. Trahan was aware of the Aker-SIPCO bi-weekly meetings. Moreover, in 2013, 2014, and 2015, when Jensen and Sharp were pursuing projects on SIPCO's behalf, Trahan monitored their work and they routinely reported to Trahan, “sometimes . . . multiple times in a day, sometimes it was three or four times a week.” Thus, Trahan had knowledge of the CVS while it was being performed between August 2014 and February 2015.[70]

         69. The following table lists: (i) the Aker-SIPCO bi-weekly meetings, as well as some other key meetings regarding the CVS; (ii) all SIPCO representatives who attended the meetings; and (iii) the distribution list of the individuals who received the presentation and meeting minutes for that meeting:

         (Image Omitted)

         A. Defendants' Knowledge of the Trident Concept Validation Study-Export Credit Norway

         70. Sharp and Jensen communicated with many potential financiers for the Trident Field project, including Export Credit Norway.[71]

         71. On October 16, 2014, Sharp informed Trahan, Lyons, Jensen, Breaux, and Schexnayder about his initial video conference meeting with Export Credit Norway in mid-October 2014 and told them that "[t]he GJEK (Government Guarantor of Credit-Norway) would act as guarantor of the loan but would probably guarantee only 60-70% and we would have to provide a co-guarantor. ... This makes our life easier as we do not need to dilute as much through PE [i.e., private equity] or partner route to seek development funding” for the Trident Field project.[72]

         72. To obtain financing, SIPCO provided information to Export Credit Norway about SIPCO, Shamrock Management, the Trident Field project, and the ongoing CVS. SIPCO referenced and utilized the ongoing CVS in its presentations to Export Credit Norway.[73]

         73. On October 21, 2014, SIPCO sent several presentations to Export Credit Norway, including: (i) a Trident Field overview (“Trident Overview”), (ii) a SIPCO/Shamrock Management overview, and (iii) a general Shamrock Management presentation. Sharp attached SIPCO's Trident Overview presentation to an email he sent to Anna Musiej Aanensen of Export Credit Norway on October 21, 2014, copying Jensen. In the email, Sharp says “I have shared the information you provided during our call to our CFO and we see the path proposed as the ideal solution. We do not view the provision of a bank guarantee in conjunction with whatever is provided by GIEK as an insurmountable hurdle.”[74]

         74. In SIPCO's Trident Overview presentation sent to Export Credit Norway, SIPCO included a slide entitled “Summary: Third Party Trident Concept Studies, ” which referenced “Aker Solutions: Cost & feasibility study for the four different development alternatives, covering subsea and surface facilities, ” with a bullet point stating: “Technical feasibility declared and no major technology development required for project delivery.” This is a reference to Aker's CVS that was ongoing in October 2014.[75]

         75. As of October 2014, Trahan knew (including through routine conversations with Sharp and Jensen) that the Trident Field project was “technically feasible, ” which was why SIPCO was pursuing the asset.[76]

         76. In SIPCO's Trident Overview presentation sent to Export Credit Norway, SIPCO also included a slide entitled “Development Concepts CAPEX and OPEX, ” which identified the “Aker Concept Study” and listed four case studies outlining different general infrastructure concepts being considered by SIPCO in the CVS for the Trident Field project: a subsea option; a FPU (floating production unit) option; a SPAR (single point anchor reservoir) option; and an FPSO (floating production, storage, and offloading vessel) option. SIPCO also provided details about the costs of the associated facilities and operations related to the four concepts.[77]

         77. In SIPCO's Trident Overview presentation sent to Export Credit Norway, SIPCO also included a slide entitled “Development Activities Working, ” which stated in part: “Concept Validation Study underway to confirm pricing and delivery of Trident Development.”[78]

         78. Trahan assumes he saw, during the October/November 2014 timeframe, the Trident Overview presentation explicitly referencing the Aker CVS. In fact, Trahan believes that Jensen presented the Trident Overview at a meeting he attended with Aker and Export Credit Norway in Norway on November 15-16, 2014.[79]

         79. Trahan testified that it “appears” that Sharp was openly sharing the CVS that Aker was performing with third parties.[80]

         B. Defendants' Knowledge of the Trident Concept Validation Study - November 2014 Aker-SIPCO Meeting in Norway

         80. On November 10, 2014, Christian Johnsud of Aker sent Jensen an email outlining an agenda for a “SIPCO-Aker Meeting” (the subject line of the email) to occur in Oslo, Norway, on November 15-16, 2014. The agenda included the following items: “15.00 - Alignment of project timeline vs Aker activities (VC AKER Houston), ” with a bullet point reciting: “High level status of pre-feed, Additional activities needed.”[81]

         81. Also, on November 10, 2014, Jensen shared Johnsud's proposed agenda with Trahan, Breaux, Lyons, and Sharp.[82]

         82. That same day, Sharp circulated to Trahan, Lyons, Breaux, and Jensen a copy of the Feasibility Study that Aker performed on behalf of Rocksource in 2011. Sharp's cover email transmitting the 2011 Trident study states: “See attached……includes economics.”[83]

         83. Trahan testified that Sharp's reference to the 2011 Feasibility Study “includ[ing] economics” relates to pricing information concerning the feasibility of the Trident concept options and that the 2011 Feasibility Study appears to include the cost estimates for the concepts originally proposed to Rocksource in millions of dollars.[84]

         84. In conjunction with Aker's efforts to help SIPCO find financing, Aker introduced SIPCO to the Export Credit Bank and Export Credit Norway. On November 15-16, 2014, Trahan, Breaux, Lyons, and Jensen, participated in a meeting with Export Credit Norway and Aker in Norway. Trahan testified that he would “suspect” Shamrock Management paid for him, as well as Breaux, Lyons, and Jensen to travel to Oslo, Norway, to attend the November 15-16, 2014 meeting, including their lodging expenses.[85]

         85. At the meeting, Aker and SIPCO discussed the ongoing CVS as one of the Trident Field project-related tasks, additions/expansions to the CVS, and the need to “freeze” the concept so Aker could move forward with critical long-lead items.[86]

         86. Thompson and Gorescu called into the meeting from Houston, Texas, and discussed the status of the CVS, specifically with regards to what had been accomplished and what was forecasted to be completed. During their presentation, which lasted approximately thirty minutes to an hour, no SIPCO representative expressed any surprise, lack of knowledge, or concern (i) about the CVS or (ii) that SIPCO had entered into a contract with Aker. By mid-November 2014, Aker had been working on the CVS for approximately two-and-a-half to three months at a minimum.[87]

         87. During the meeting, Jensen gave a presentation outlining the difference between SIPCO and Shamrock Management. Jensen stated that SIPCO was formed to vet oil-and-gas E&P opportunities and was looking for financing. Thompson was not present via telephone when the presentation about the difference between Shamrock Management and SIPCO was made, or when the possibility of Export Credit Bank's financing SIPCO was discussed.[88]

         88. Aker memorialized the discussions at the November 15-16, 2014 meeting in minutes having the subject line: “Sipco & Aker Solutions meeting - Trident field development.” On December 1, 2014, Aker circulated the meeting minutes by email to the SIPCO attendees - Trahan, Breaux, Jensen, Lyons, and Sharp.[89]

         89. Trahan testified that the following statement in the meeting minutes, “FES team in Houston participated via VC [i.e., videoconference] to discuss high level plan and stakeholder committee, ” is a reference to Aker's front-end spectrum team that was performing the CVS in Houston.[90]

         90. The minutes state that “Aker agreed to provide a high level cost estimate for a typical 75', 100' & 125' barrel per day topside facility to support Sipco in their economic evaluation of topside capacity vs # off field location to tie-in. Potential for topside concept with modular expansion should also be addressed at high level.” The minutes further reflect that “Aker flagged the need to freeze the concept/specifications to move forward with critical long lead items.” This was especially important because of SIPCO's desire to hasten the CVS (the pre-FEED stage) to get to the FEED (front-end engineering design) stage. The request to “freeze the concept” is referring to the need to freeze the concepts and specifications being studied from a design standpoint, especially ...


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