Akerblom v. Ezra Holdings Ltd.
| Decision Date | 28 January 2013 |
| Docket Number | No. 12-20182,12-20182 |
| Parties | OVE WILLIAM AKERBLOM, Plaintiff - Appellant v. EZRA HOLDINGS LIMITED; EZRA ENERGY SERVICES PTE LIMITED; EMAS OFFSHORE LIMITED; EMAS SUBSEA SERVICES, L.L.C.; LEE CHYE TEK LIONEL, Defendants - Appellees |
| Court | U.S. Court of Appeals — Fifth Circuit |
Appeal from the United States District Court
for the Southern District of Texas
Before BARKSDALE, DENNIS, and GRAVES, Circuit Judges.
* :
Ove William Akerblom contests the district court's dismissing, on the following grounds, his action against Defendants: Emas Subsea Services, L.L.C., for failure to state a claim; Ezra Holdings Limited, Ezra Energy Services PTE Limited, and Emas Offshore Limited, for lack of personal jurisdiction; and Lee Chye Tek Lionel, for forum non conveniens. Primarily at issue is the court'sdenying Akerblom's motion to remand, pursuant to its ruling Subsea was improperly joined. Other issues include the denial of his motions to amend his complaint and to conduct additional personal-jurisdiction discovery against Holdings, Energy, and Offshore. Essentially for the reasons stated in the district court's three extremely detailed and comprehensive opinions, discussed infra, the judgment is AFFIRMED.
Akerblom, a Texas citizen, is the former majority shareholder and president of Intrepid Global Pte. Ltd. Lee, a citizen of Singapore, is managing director of Holdings. Lee maintains a residence in Texas and resides there occasionally.
Energy and Offshore are subsidiaries of Holdings. Holdings, Energy, and Offshore are foreign corporations with principal places of business in Singapore. None maintain Texas offices, are registered to do business in Texas, provide goods or services in Texas or its territorial waters, or pay Texas taxes. Subsea, a Delaware corporation, with its principal place of business in Houston, Texas, is a subsidiary of Energy.
The following facts are taken primarily from Akerblom's state-court petition and post-removal, federal-court amended complaint (pleadings). In July 2009, Lee approached Akerblom, regarding Holdings' acquiring Intrepid. Akerblom rejected a verbal and subsequent written offer, but Lee and Holdings' chief financial officer (CFO) continued to pursue acquisition of Intrepid. In October 2009, Lee proposed Akerblom sell 90 percent of his Intrepid stock (with his retaining the remaining 10 percent) in exchange for: Holdings stock and cash; and a salaried, five-year employment contract with Intrepid/Subsea (the companies were to be integrated). Lee also promised Intrepid would be capitalized as necessary, and projected not only that Intrepid would realize nearly $300 million in revenue growth, but also that Akerblom's retainedIntrepid stock would generate $22 million in annual profit over a five-year period. Despite other potential acquirers of Intrepid, Akerblom agreed to these terms.
For 18 months thereafter, Akerblom and Intrepid employees supported Holdings' subsidiaries, but Akerblom's and Lee's relationship deteriorated. Akerblom identified, and recommended, various business opportunities for Intrepid, including expansion into West Africa; but, Lee declined them all, causing Intrepid's $400 million revenue loss. In Spring 2010, Holdings began diverting business from Intrepid to Subsea (integration was apparently incomplete). Soon after, Lee stated Akerblom would be the principal for global marine construction, yet stated later he would be only the operations manager. (It is unclear from Akerblom's pleadings whether he would hold this position for Intrepid, Subsea, or the joint venture once integration was completed.)
Dissatisfied, and seeking to unwind the transaction, Akerblom made clear his desire to part ways with Holdings and Lee. During late 2010, Lee pressured Akerblom to repurchase his Intrepid stock for $650,000 and return his Holdings shares, threatening his financial ruin if he refused; Holdings' general counsel later echoed that threat. Lee also caused the termination of Akerblom's service agreement with Intrepid, caused a Holdings subsidiary to breach a contract with a separate company owned by Akerblom, and directed Holdings personnel to fire Akerblom from that separate company. (Holdings' relationship with this separate company is unclear.) Finally, Lee threatened to initiate legalproceedings against Akerblom in Singapore and prevent Akerblom's defending them, by causing his visa to be revoked.
In January 2011, Akerblom sued Defendants in Texas state court, asserting myriad contract and tort claims. In response, Defendants removed this action under 28 U.S.C. § 1441, invoking alienage jurisdiction under 28 U.S.C. § 1332(a)(2); Subsea moved to dismiss under Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim; Holdings, Energy, and Offshore moved to dismiss, inter alia, for lack of personal jurisdiction; and Lee moved to dismiss for forum non conveniens.
In reply to Defendants' papers, Akerblom: amended his state-court petition (complaint), pursuant to Federal Rule of Civil Procedure 15(a)(1) (); and moved to remand, contending Subsea's being a defendant divested the district court of removal (28 U.S.C. § 1441(b)(2)) and subject matter (28 U.S.C. § 1332(a)(2)) jurisdiction. He supplemented that motion with an affidavit, which presented additional facts supporting his claims.
In opposition to the remand motion, Defendants invoked improper joinder. In support, they asserted Akerblom included Subsea as a defendant only in an attempt to keep this action in state court.
In the above-referenced, three extremely detailed and comprehensive opinions, the district court ruled in favor of Defendants, as follows. In July 2011, the court ruled Subsea improperly joined and, therefore, denied Akerblom's motion to remand. Akerblom v. Ezra Holdings, Ltd., No. 4:11-CV-00694 (S.D. Tex. 19 July 2011). Following oral argument in December 2011, the court in January 2012: granted Subsea's Rule 12(b)(6) motion, and denied Akerblom's motion to amend his complaint a second time; and granted Holdings', Energy's, and Offshore's motion to dismiss, based on lack of personal jurisdiction, and denied Akerblom's request for additional personal-jurisdiction discovery. Akerblom v. Ezra Holdings, Ltd., No. 4:11-CV-00694 (S.D. Tex. 25 Jan. 2012).At the hearing in December 2011, the court also heard argument on Lee's forum non conveniens motion, but postponed ruling on it, pending receipt of the above-described, then-ordered supplemental briefing on Singapore's being an alternative and adequate forum. In February 2012, following such briefing, the court: granted Lee's motion to dismiss for forum non conveniens, Akerblom v. Ezra Holdings, Ltd., No. 4:11-CV-00694 (S.D. Tex. 13 Feb. 2012); and, that same day, entered final judgment.
Akerblom contends the district court erred by: (1) ruling Subsea improperly joined and, as a result, denying his remand motion; (2) granting Subsea's Rule 12(b)(6) motion for failure to state a claim, and denying, on futility grounds, his motion to again amend his complaint; (3) dismissing his claims against Holdings, Offshore, and Energy for lack of personal jurisdiction, after finding them outside Texas' general jurisdiction and denying him additional discovery on that point; and (4) dismissing his claims against Lee for forum non conveniens, after ruling, inter alia, Singapore is an alternative and adequate forum (as discussed infra, the court retained authority to reassert jurisdiction over Lee).
For his claims against Subsea, Akerblom contends the jointly-pled claims in his state-court petition and federal-court amended complaint alleged sufficient facts to survive both an improper-joinder defense against remand and a Rule 12(b)(6) motion. With respect to the former, he asserts the district court erred by not "piercing the pleadings" to determine whether he stated a claim against Subsea. Despite, after removal, Subsea's moving to dismiss under Rule 12(b)(6), and Akerblom's having then amended his complaint under Rule 15(a)(1) without needing leave of court, Akerblom contends also the district court erred by denying him leave to amend his complaint a second time.
Defendants counter: Subsea was joined solely to defeat removal; and, for Subsea, because of the analytical similarities between improper-joinder and Rule 12(b)(6) doctrines, the improper-joinder ruling's being proper, summary affirmance of the Rule 12(b)(6) ruling is mandated. Relatedly, because Akerblom's pleadings had been subjected to an improper-joinder analysis, Defendants contend Akerblom's motion to amend was properly denied as futile.
"When federal-court jurisdiction is predicated on the parties' diversity of citizenship [here, under 28 U.S.C. § 1332(a)(2)], removal is permissible only if none of the parties in interest properly joined and served as defendants is a citizen of the State in which [the] action [was] brought." Lincoln Prop. Co. v. Roche, 546 U.S. 81, 83-84 (2005) (quoting 28 U.S.C. § 1441(b)) (internal quotation marks omitted; emphasis added; some alterations in original). Restated, the improper joinder of a non-diverse or in-state defendant cannot defeat removal jurisdiction. Salazar v. Allstate Texas Lloyd's, Inc., 455 F.3d 571, 574 (5th Cir. 2006).
Denials of motions to remand for lack of subject-matter jurisdiction, pursuant to improper-joinder rulings, are reviewed de novo. E.g., McDonal v. Abbott Labs., 408 F.3d...
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