Consol Pa. Coal Co. v. Mahalaxmi Cont'l
| Decision Date | 09 February 2023 |
| Docket Number | Civil Action 22-781 |
| Parties | CONSOL PENNSYLVANIA COAL COMPANY, LLC, Plaintiff, v. MAHALAXMI CONTINENTAL LIMITED, MAHALAXMI INDIA PRIVATE LIMITED, MAHALAXMI ASSOCIATES PRIVATE LIMITED, MAA KAMAKHYA COKE INDUSTRIES, MAHALAXMI WELLMAN FUEL LLP, and UNIVERSAL OVERSEAS PTE LTD., Defendants. |
| Court | U.S. District Court — Western District of Pennsylvania |
W Scott Hardy United States District Judge
This action concerns the parties' dispute as to whether they formed a contract for shipments of coal. Plaintiff, Consol Pennsylvania Coal Company, LLC (“Consol”) contends that while the parties did negotiate terms, no such contract was ever formed. Defendants,[1] a group of affiliated entities collectively referred to herein as the “Mahalaxmi Group,” maintain that there is such a contract and that it contains an arbitration provision obligating the parties to adjudicate their dispute under the auspices of the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) in New York, New York. The Mahalaxmi Group made a Demand for Arbitration (“Demand”) at AAA Case No. 01-22-0001-9160 (Docket Nos. 13-3; 19), prompting Consol to commence this action by filing a Complaint for Declaratory Judgment and Request for Injunctive Relief (“Complaint”). (Docket No. 1). Consol then moved for issuance of a Temporary Restraining Order and/or Preliminary Injunction, (see Docket No. 12), which the Court granted as to the Temporary Restraining Order, thereby temporarily enjoining the Mahalaxmi Group and the AAA from proceeding with an arbitration against Consol (the “TRO”). (See Docket No. 21).
Presently before the Court is the Mahalaxmi Group's Motion to Dismiss Complaint and Vacate TRO or Stay Proceedings Pending (and Compel) Arbitration (the “Motion”), which is opposed by Consol. (See Docket Nos. 30-34, 39, 42). The Mahalaxmi Group argues that the Court should vacate the TRO and dismiss Consol's Complaint for lack of personal jurisdiction. (Docket No. 30, ¶ 1). In the alternative, the Mahalaxmi Group urges the Court to stay this case and compel the parties to arbitration. (Id., ¶ 2). After careful consideration of the parties' arguments in light of the prevailing legal standards, the Mahalaxmi Group's Motion will be denied.
Consol is a producer and exporter of high-Btu bituminous thermal coal with its principal place of business in Canonsburg, Pennsylvania. (Docket Nos. 1, ¶ 1; 20-7; 34-1). The Mahalaxmi Group, which is comprised of affiliated foreign companies located in either India or Singapore, imports and uses thermal coal. (Docket Nos. 1, ¶ 2; 20-7).
Robert Braithwaite, Jr. (“Braithwaite”) is Consol's Senior Vice President for Marketing and Sales and at all relevant times was Consol's Vice President for Marketing and Sales. (Docket No. 34-1, ¶¶ 5, 6, 7). His office is located at Consol's headquarters in Canonsburg, Pennsylvania, where he interacted with potential purchasers to discuss and negotiate terms and conditions for coal purchase orders. (Id., ¶ 7). Braithwaite interacted with executives of the Mahalaxmi Group and its coal brokers (PGM Commodity Services, LLC (“PGM”) and Xcoal Energy and Resources (“Xcoal”))[3] to discuss and negotiate terms and conditions for coal purchase orders. These Mahalaxmi Group executives include Sandeep Bharat (“Bharat”) and Naveen Kuman Gupta (“Gupta”). Bharat is Mahalaxmi Continental Limited's Vice President for Procurement and Coal, and his duties include procuring materials such as coal and coke. Gupta was, and is, the Mahalaxmi Group's chief executive officer. (Docket No. 34-1, ¶¶ 8, 9, 10, 15).
The Mahalaxmi Group, through Gupta, Bharat, and their broker Akshay, initiated negotiations with Braithwaite for the purchase of coal to be sourced, prepared, and shipped from Consol's mines in Pennsylvania. (Docket No. 34-1, ¶¶ 17, 18, 19, 20). These negotiations occurred in person in Canonsburg and elsewhere,[4] and by telephone, email, WhatsApp and text messages, resulting in the following three agreed upon Purchase Orders between 2017 and 2020: No. 06-2017M dated May 30, 2017; No. 09-2017M dated August 7, 2017; and No. 05-2020 dated May 29, 2020. (Docket Nos. 1, ¶ 3; 20-7; 34-1, ¶¶ 16, 22, 25, 27, 28, 29).
In May 2021, representatives of the Mahalaxmi Group contacted Braithwaite to purchase two or three additional shipments of coal, and the parties then exchanged numerous emails, telephone calls, and WhatsApp messages throughout May and June 2021. (Docket No. 34-1, ¶¶ 23, 31). During this time, Braithwaite transmitted a draft of Purchase Order No. 08-2021M to the Mahalaxmi Group, along with a disclaimer, stating:
This email is for your information only [and]is not intended to be legally binding. CONSOL will not have any legally binding obligation until execution by both parties of formal contract documents, all of the terms of which, including the terms herein, must first have been reviewed and approved by CONSOL Energy Inc.'s Risk Management Committee (RMC) and, if required by CONSOL's authority limitations, its Board of Directors.
(Docket No. 1, ¶ 20). Consistent with this disclaimer, Braithwaite contends that the parties never consummated this fourth putative purchase order because Consol's RMC did not approve the deal being negotiated. (Docket Nos. 1, ¶¶ 37-42; 20-15). Conversely, the Mahalaxmi Group asserts that the parties did consummate the fourth putative purchase order and ultimately demanded arbitration thereunder. (Docket Nos. 1; 20-1; 20-2; 20-3; 20-4; 20-5; 20-6; 20-7; 20-8; 20-9; 20-10; 20-11; 20-12; 20-13; 20-14; 20-15; 34-1, ¶¶ 23, 31). The Mahalaxmi Group's Demand for arbitration prompted Consol to commence this action seeking a declaratory judgment that no such agreement has been formed. The Mahalaxmi Group responds by challenging this Court's personal jurisdiction, and alternatively arguing that this action should be stayed and the parties should be compelled to arbitrate.
The Mahalaxmi Group initially seeks to vacate the TRO and further urges the Court to dismiss Consol's Complaint for lack of personal jurisdiction pursuant to Federal Rule of Civil Procedure 12(b)(2). When a defendant raises the defense of the court's lack of personal jurisdiction, the plaintiff has the burden of coming forward with facts to establish that jurisdiction is proper. Metcalfe v. Renaissance Marine, Inc., 566 F.3d 324, 330 (3d Cir. 2009). “[O]nce a defendant has raised a jurisdictional defense,” the plaintiff must “prov[e] by affidavits or other competent evidence that jurisdiction is proper.” Id. (quoting Dayhoff Inc. v. H.J. Heinz Co., 86 F.3d 1287, 1302 (3d Cir. 1996)). If the district court does not hold an evidentiary hearing, as in this case, a plaintiff “need[] only establish a prima facie case of personal jurisdiction.” D'Jamoos v. Pilatus Aircraft Ltd., 566 F.3d 94, 102 (3d Cir. 2009) (citation omitted). “The plaintiff meets this burden and presents a prima facie case for the exercise of personal jurisdiction by establishing with reasonable particularity sufficient contacts between the defendant and the forum state.” Mellon Bank (East) PSFS, Nat'l Ass'n v. Farino, 960 F.2d 1217, 1223 (3d Cir. 1992) (internal quotation marks and citation omitted). Finally, “in deciding a motion to dismiss for lack of jurisdiction, a court is required to accept the plaintiff's allegations as true and is to construe disputed facts in favor of the plaintiff.” Metcalfe, 566 F.3d at 330 (quoting Toys “R” Us, Inc. v. Step Two, S.A., 318 F.3d 446, 457 (3d Cir. 2003)).
Personal jurisdiction is based upon general jurisdiction or specific jurisdiction. Danziger & De Llano, LLP v. Morgan Verkamp LLC, 948 F.3d 124, 129 (3d Cir. 2020) (citations omitted). General jurisdiction exists when a defendant's contacts with the forum state are “so continuous and systematic as to render [it] essentially at home [there].” Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915, 919 (2011) (internal quotation marks and citation omitted). On the other hand, specific jurisdiction exists when a plaintiff's claim arises out of a defendant's forum-related activities such that the defendant “should reasonably anticipate being haled into court there.” Vetrotex Certainteed Corp. v. Consolidated Fiber Glass Prods. Co., 75 F.3d 147, 151 (3d Cir. 1996) (quoting World-Wide Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)). Consol asserts that specific jurisdiction exists over the Mahalaxmi Group in this instance. (Docket No. 34 at 7).
The Court “typically exercises personal jurisdiction according to the law of the state where it sits, in this case Pennsylvania.” Cruickshank-Wallace v. CNA Fin Corp., 769 Fed.Appx. 77, 79 (3d Cir. 2019) (citing Fed.R.Civ.P. 4(k)(1)(A)). Under Pennsylvania law, specific personal jurisdiction over a nonresident defendant is permitted “to the fullest extent allowed under the Constitution of the United States and may be based on the most minimum contact with this Commonwealth allowed under the Constitution.” 42 PA. CONS. STAT. § 5322(b); see O'Connor v. Sandy Lane Hotel Co., Ltd., 496 F.3d 312, 316 (3d Cir. 2007) (citing § 5322(b)). Accordingly, Consol must establish that the Mahalaxmi Group has “certain minimum contacts with . . . [the Commonwealth of Pennsylvania] such that the maintenance of the suit does not offend traditional notions of fair play and substantial justice.” O'Connor, 496 F.3d at 316 (quoting Int'l Shoe Co. v. Washington, 326 U.S. 310, 316 (1945)). In determining whether there are sufficient minimum contacts, the Court must determine whether there was “some act by which the defendant purposefully avail[ed] itself of the...
To continue reading
Request your trial