Dentons US LLP v. Republic of Guinea

• Decision Date: 25 September 2016
• Docket Number: Civil Action No. 14-1312 (RDM)
• Citation: 208 F.Supp.3d 330
• Parties: DENTONS US LLP, Plaintiff, v. The REPUBLIC OF GUINEA, et al., Defendants. The Republic of Guinea, et al., Counterclaims and Third-Party Plaintiffs, v. Dentons US LLP, et al., Counterclaims and Third-Party Defendants.
• Court: U.S. District Court — District of Columbia

208 F.Supp.3d 330

DENTONS US LLP, Plaintiff,

v.The REPUBLIC OF GUINEA, et al., Defendants.

The Republic of Guinea, et al., Counterclaims and Third-Party Plaintiffs,

v.Dentons US LLP, et al., Counterclaims and Third-Party Defendants.

Civil Action No. 14-1312 (RDM)

United States District Court, District of Columbia.

Signed September 25, 2016

Ana C. Reyes, Michael Shobe Sundermeyer, Leslie Cooper Vigen, Williams & Connolly LLP, Washington, DC, for Plaintiff/Counterclaims and Third-Party Defendants.

David Harold Dickieson, David Schertler, Danny C. Onorato, Lisa Manning, Schertler & Onorato, LLP, Washington, DC, for Defendants/Counterclaims and Third-Party Plaintiffs.

MEMORANDUM OPINION AND ORDER

RANDOLPH D. MOSS, United States District Judge

In August 2014, Dentons US LLP ("Dentons US") filed a complaint against the Republic of Guinea and its Ministry of Mines and Geology (collectively, "Guinea"), alleging claims for breach of contract, quantum meruit, unjust enrichment, and account stated. See Dkt. 1 ("Compl."). Dentons US alleges, in particular, that Guinea has not paid more than $10 million in legal fees for work performed by Dentons US and its British and French affiliates on behalf of Guinea on a large natural resources development project. Compl. ¶¶ 3–6, 59. Guinea answered that complaint and counterclaimed, asserting its own breach of contract claim, as well as claims for breach of fiduciary duty, fraudulent inducement, and injunctive relief. Dkt. 25 ("Countercl."). Guinea also asserted those same claims against three third-party defendants: Salans FMC SNR Denton Group (a Swiss Verein) ("the Dentons Verein"), Dentons Europe LLP ("Dentons Europe"), and Dentons UKMEA LLP ("Dentons UKMEA") (collectively, "Third-Party Defendants"). Countercl. ¶¶ 2, 8–14.

Dentons US now moves, pursuant to Rule 12(b)(6), to dismiss Counts III (fraudulent inducement) and IV (injunctive relief) for failure to state a claim upon which relief may be granted, and, pursuant to Rule 12(f), to strike Guinea's allegations relating to the Ebola

crisis as "[i]rrelevant and [p]rejudicial." Dkt. 39 at 8, 14–23. The Third-Party Defendants, in turn, move to dismiss all of the claims asserted against them on multiple grounds. Dkt. 40. The Dentons Verein argues that because Guinea's claims against it stem from the incorrect "notion that [the Dentons Verein] engages in the practice of law," those claims must fail. Id. at 7. Dentons Europe and Dentons UKMEA, in turn, argue that the contract governing their relationships with Guinea "unambiguously provide[s] for exclusive jurisdiction in foreign courts" in accordance with the contract's "forum-selection clauses." Id. All three Third-Party Defendants, moreover, contend that Counts I (breach of contract), III, and IV each fail to allege one or more essential elements and thus fail to state a claim. Id.

For the reasons explained below, the Court will grant Dentons US's motion to dismiss Count III; grant, in part, its motion to dismiss Count IV; and deny its motion to strike. The Court will also grant the Third-Party Defendants' motion to dismiss all Counts against Dentons Europe and Dentons UKMEA, and will grant their motion to dismiss Counts II and III, and, in part, Count IV as asserted against the Dentons Verein, but will deny their motion to dismiss Counts I and, in part, Count IV, as asserted against the Dentons Verein.

I. BACKGROUND

For purposes of the pending motions to dismiss, the following facts, which are taken from Guinea's counterclaims and third-party complaint and from documents incorporated by reference, are taken as true. See Am. Nat'l Ins. Co. v. FDIC , 642 F.3d 1137, 1139 (D.C.Cir.2011) ; see also Nichols v. Vilsack , No. 13–01502, 2015 WL 9581799, at *1 (D.D.C. Dec. 30, 2015) (explaining that in "adjudicating a motion to dismiss for failure to state a claim, a court may consider, along with the facts alleged in the complaint, ‘any documents either attached to or incorporated in the complaint and matters' subject to ‘judicial notice’ ") (quoting EEOC v. St. Francis Xavier Parochial Sch. , 117 F.3d 621, 624 (D.C.Cir.1997) ). Most notably, this includes the relevant retainer agreements, which are expressly referenced in Guinea's counterclaims and third-party complaint, and upon which all of the parties rely in their respective briefs. To the extent the plain terms of those agreements contradict the factual allegations of Guinea's counterclaims and third-party complaint, moreover, the Court need not accept the conflicting allegations. See Kaempe v. Myers , 367 F.3d 958, 963 (D.C.Cir.2004).

In an effort to develop natural resources discovered in the Simandou region of Guinea, the Republic of Guinea and its Ministry of Mines and Geology initiated the "Simandou Project" with the sponsorship of several investors and the World Bank. Countercl. ¶15. Guinea "sought legal counsel" for the project and, at the request of its sponsors, targeted "counsel experienced in the development of sovereign resources" who could "advise the government" on the "infrastructure necessary to develop the nationally-owned mineral resources" found at the site. Countercl. ¶¶ 15–16. Guinea retained "SNR Denton" as counsel to work on the Simandou Project, Countercl. ¶ 17, and, on August 25, 2012, Mohamed Lamine Fofana, Guinea's Minister of Mines and Geology, formalized the representation agreement, stating that "SNR Denton US LLP['s]" "appointment as Ministry's Counsel ... [was] considered to have begun on May 2, 2012" and would "continue ... until September 30, 2012," Dkt. 1–4 at 33 (Compl. Ex. 4).

On December 24, 2012, the parties executed an agreement to cover the three months that had passed since September 30, 2012, and to extend the representation into the future. Dkt. 1–4 at 1 (Compl. Ex. 4); Countercl. ¶ 40. The new agreement (the "Retainer Agreement") was divided into two parts: the "Engagement [L]etter," which set out the specific terms of the retention, Dkt. 1–4 at 1–6 (Compl. Ex. 4), and the "Terms of Business," which "contain [ed] the general terms and conditions applicable" to the Firm's "international working groups," id. at 3, 8–32.

A. The Retainer Agreement

1. The Parties

Dentons US, the Third-Party Defendants, and Guinea dispute which Dentons entities were parties to the Retainer Agreement. According to Dentons US and the Third-Party Defendants, only Dentons US was a party to the agreement. See Dkt. 39 at 9; Dkt. 40 at 19–22. In contrast, Guinea alleges that Dentons US and each of the Third-Party Defendants—and perhaps other Dentons entities—were parties to the agreement. See Countercl. ¶¶ 3–5. The following facts, however, are not disputed.

First, the Engagement Letter was signed by Jonathan D. Cahn, a partner in Dentons US's Washington, D.C. office. Dkt. 1–4 at 5, 33, 37 (Compl. Ex. 4); Dkt. 39 at 9. He does not, however, identify his affiliation in the Engagement Letter, which was printed on "SNR DENTON" letterhead. Dkt. 1–4 at 1, 5 (Compl. Ex. 4). Second, the Engagement Letter asserts that Guinea is engaging "the firm SNR Denton US LLP and its affiliates," which it then refers to collectively as "the Firm." Id. at 1. Third, the Engagement Letter states that the Terms of Business would apply to the engagement and explains that the Terms of Business apply "to all our international working groups." Id. at 3. Fourth, the Terms of Business, which is on "SNR Denton" letterhead similar to that used for the Engagement Letter, in turn, asserts that "SNR Denton is the collective trade name for an international legal practice including SNR Denton Group (a Swiss Verein), SNR Denton UK LLP, SNR Denton US LLP and their affiliated undertakings, each of which is a separate and distinct legal entity." Id. at 8. Fifth, under a section captioned "Contracting Parties," the Terms of Business states that "[w]e may appoint other Practices"—that is, other "distinct legal entit[ies] ... that are Member[s] of" the Dentons Verein—"to assist with your matter" as either a subcontractor or agent. Id. at 9. Finally, the Terms of Business includes additional location-specific contract provisions for Dentons US, id. at 29–30, Dentons UKMEA, id. at 27–29, and Dentons Europe, id. at 17–18, but not for the Dentons Verein, and, aside from the Engagement Letter's outline of the hourly rates of employees at various offices, the Third-Party Defendants are not otherwise mentioned in the Retainer Agreement, see, e.g. , id. at 1–6.

2. Compensation

The Retainer Agreement also addresses the terms of the Firm's compensation in some detail. In particular, the Engagement Letter states that, although the "Firm[']s" "costs and fees" are typically "due upon receipt of [its] invoice," the Firm understood that Guinea did not "currently have the necessary funds to pay for the costs and fees of the representation." Dkt. 1–4 at 4, 10 (Compl. Ex. 4); Countercl. ¶ 18. "[W]ell aware of [Guinea's] urgent needs," the "Firm" agreed to "defer collection of fees and expenses ... until the appropriate financing [was] in place," so long as Guinea "implement[ed] in good faith all efforts necessary to secure funding for [the Firm's] representation, either through [Guinea's] budget or through external funding." Dkt. 1–4 at 4 (Compl. Ex. 4); Countercl. ¶¶ 18–19. The Engagement Letter further "authorizes the Firm to seek, with third parties, various options for the financing of its representation, and to present th[o]se options in the form of a written proposal to [Guinea] for its consideration." Dkt. 1–4 at 4 (Compl. Ex. 4). Although the Engagement Letter explains that any amounts collected from those third-parties would be deducted from "the amounts due by [Guinea]," id. at 5, the Terms of Business states that even "[w]here [Guinea] expect[s] a third party to reimburse" it for the Firm fees, the Firm remains "entitled to recover payment in full from [Guinea]" whether or not the external funding source pays "on time or at all," id. at 10.

3. Dispute Resolution

The Retainer Agreement...