Syncrude Canada Ltd. v. Highland Consulting Grp., Inc.

• Decision Date: 10 January 2013
• Docket Number: Civil Action No. RDB–12–00318.
• Citation: 916 F.Supp.2d 620
• Parties: SYNCRUDE CANADA LTD., Plaintiff, v. The HIGHLAND CONSULTING GROUP, INC., et al., Defendants.
• Court: U.S. District Court — District of Maryland

916 F.Supp.2d 620

SYNCRUDE CANADA LTD., Plaintiff,

v.The HIGHLAND CONSULTING GROUP, INC., et al., Defendants.

Civil Action No. RDB–12–00318.

United States District Court,

D. Maryland.

Jan. 10, 2013.

Russell James Gaspar, Cohen Mohr LLP, Washington, DC, for Plaintiff.

Matthew T. Murnane, Venable LLP, Baltimore, MD, for Defendants.

MEMORANDUM OPINION

RICHARD D. BENNETT, District Judge.

Plaintiff Syncrude Canada Ltd. (“Syncrude” or “Plaintiff”) has brought this action pursuant to the Maryland Uniform Foreign Money–Judgment Recognition Act, Maryland Code, Courts and Judicial Proceedings, §§ 10–701 et seq. (“the Recognition Act”) against Defendants The Highland Consulting Group Inc. (“HCG”), High Energy Consultants, Inc. (“HEC”), and The Highland Group International GmbH (“HGI”) (collectively “the Highland Defendants”). Specifically, Syncrude seeks recognition of the October 18, 2011 default judgment in the amount of $1,343, 871.34 rendered by the Court of Queen's Bench of Alberta, Canada (“Canadian Judgment”) in the breach of contract action brought by Syncrude against the Highland Defendants. This action is before this Court pursuant to 28 U.S.C. § 1332(a) because complete diversity exists ¹ and the amount in controversy is greater than $75,000.

Presently pending is the Highland Defendants' Motion to Dismiss (ECF No. 8) pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Also pending is Plaintiff Syncrude's Cross–Motion for Summary Judgment (ECF No. 12) pursuant to Local Rule 105.2(c) and Rule 56 of the Federal Rules of Civil Procedure.²The parties' submissions have been reviewed and no hearing is necessary. See Local Rule 105.6 (D.Md.2011). For the reasons that follow, Defendants The Highland Consulting Group Inc., High Energy Consultants, Inc., and The Highland Group International GmbH's Motion to Dismiss (ECF No. 8) is DENIED in part and GRANTED in part. Specifically, the motion is DENIED as to Defendants The Highland Consulting Group Inc. and High Energy Consultants, Inc., which have their principal places of business in Maryland and GRANTED by agreement of the parties as to Defendant The Highland Group International GmbH, which has its principal place of business in Switzerland.³ Plaintiff's Cross–Motion for Summary Judgment (ECF No. 12) is GRANTED in favor of Plaintiff Syncrude Canada Ltd. against Defendants The Highland Consulting Group Inc. and High Energy Consultants, Inc.

BACKGROUND

Plaintiff Syncrude Canada Ltd. is a Canadian corporation with its principal place of business in Alberta, Canada. Pl.'s Compl. ¶ 1, ECF No. 1. The Highland Consulting Group Inc. (“HCG”) and High Energy Consultants, Inc. (“HEC”) (collectively “Maryland Defendants”) are Delaware corporations with principal places of business in St. Michaels, Maryland. Id. ¶¶ 2–3. The Highland Group International GmbH (“HGI”) is a Swiss limited liability company with its principal place of business in Zug, Switzerland. Id. ¶ 4.

On November 1, 2008, Syncrude entered into a contract with HCG for the provision of consulting services “to improve overall maintenance contractor workforce productivity (“the Contract”).” Statement of Claim ¶ 4, Alberta Court of Queen's Bench, Record at 4, ECF No. 1–1; see also Jocelyne C. George Decl., Ex 1 (the Contract), ECF No. 11–1. Under the Contract, the parties agreed that the law of the Province of Alberta would govern. George Decl., Ex. 1 at 2. K. Todd Bittner (“Mr. Bittner”) in his capacity as “Corporate Comptroller” executed the Contract on behalf of HCG. Id. at 1. Although the Contract was executed by HCG, all three Highland Defendants each performed services for Syncrude under the Contract and submitted separate invoices to Syncrude for those services. George Decl. ¶¶ 7–8, Exs. 4–5 (Invoices). Additionally, Syncrude regularly communicated with Mr. Bittner “regarding important aspects of the business relationship.” Pl.'s Opp. to Defs.' Mot to Dismiss at 3, ECF No. 11; see also George Decl., Ex 6–7(Emails and Letters).

On July 26, 2011, Syncrude filed a breach of contract action against the Highland Defendants in the Court of Queen's Bench of Alberta, Case Number 1103 1134 (“Canadian Litigation”). Pl.'s Compl. ¶ 8, ECF No. 1. The Highland Defendants were served by registered mail at their respective principal offices according to the Alberta Rules of Court and the Alberta Business Corporation Act. Id. ¶¶ 9–13; see also Affs. of Serv., Court of Queen's Bench of Alberta Record at 8–16. Mr. Bittner signed the return receipts acknowledging service for both Maryland Defendants on August 2, 2011. Id. at 10, 13. Raz Walter signed a return receipt on behalf of Highland Group International GmbH on August 3, 2011. Id. at 16. At no time relevant to this action was Mr. Bittner specifically listed as a resident agent, president, secretary or treasurer for the Maryland Defendants. Kerridge Aff. ¶ 2, ECF No. 8–2. According to the Maryland State Department of Assessments and Taxation, James G. Kerridge was the listed Resident Agent for both Maryland Defendants. Id. ¶ 3. Despite this notice, none of the Defendants filed responsive or opposition pleadings in the Canadian Litigation. Default Judgment, Court of Queen's Bench of Alberta Record at 18. Accordingly, on October 18, 2011, the Court of Queen's Bench of Alberta entered a default judgment (“Canadian Judgment”) in favor of Syncrude against all three Highland Defendants in the amount of $1,343,871.34. Alberta Court of Queen's Bench, Record at 1, 18. Subsequently, in an effort to enforce the Canadian Judgment against the Highland Defendants, Syncrude filed the present action before this Court pursuant to the Maryland Uniform Foreign Money–Judgment Recognition Act, Maryland Code, Courts and Judicial Proceedings, §§ 10–701 et seq. (“the Recognition Act”).

STANDARD OF REVIEW

Pursuant to Federal Rule of Civil Procedure 12(d), consideration of matters outside the pleadings converts Defendants' Motion to one for summary judgment, rather than a motion to dismiss. See Sec'y of State for Def. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir.2007) (if “matters outside of the pleading are presented to and not excluded by the court,” then “the motion must be treated as one for summary judgment under Rule 56”). Rule 56 of the Federal Rules of Civil Procedure provides that a court “shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed.R.Civ.P. 56(c). A material fact is one that “might affect the outcome of the suit under the governing law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A genuine issue over a material fact exists “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Id. In considering a motion for summary judgment, a judge's function is limited to determining whether sufficient evidence exists on a claimed factual dispute to warrant submission of the matter to a jury for resolution at trial. Id. at 249, 106 S.Ct. 2505.

When both parties file motions for summary judgment, as here, the court applies the same standards of review. Taft Broad. Co. v. United States, 929 F.2d 240, 248 (6th Cir.1991); ITCO Corp. v. Michelin Tire Corp., 722 F.2d 42, 45 n. 3 (4th Cir.1983) (“The court is not permitted to resolve genuine issues of material fact on a motion for summary judgment-even where ... both parties have filed cross motions for summary judgment.”) (emphasis omitted). The role of the court is to “rule on each party's motion on an individual and separate basis, determining, in each case, whether a judgment may be entered in accordance with the Rule 56 standard.” Towne Mgmt. Corp. v. Hartford Accident & Indem. Co., 627 F.Supp. 170, 172 (D.Md.1985). The court must therefore “evaluate each party's motion on its own merits, taking care to draw all reasonable inferences against the party whose motion is under consideration.” Bd. of Educ. of Frederick Cnty. v. I.S., 325 F.Supp.2d 565, 578 (D.Md.2004) (quoting Mingus Constructors, Inc. v. United States, 812 F.2d 1387, 1391 (Fed.Cir.1987)). “[B]y the filing of a motion [for summary judgment] a party concedes that no issue of fact exists under the theory he is advancing, but he does not thereby so concede that no issues remain in the event his adversary's theory is adopted.” Nafco Oil & Gas, Inc. v. Appleman, 380 F.2d 323, 325 (10th Cir.1967); see also McKenzie v. Sawyer, 684 F.2d 62, 68 n. 3 (D.C.Cir.1982) (“[N]either party waives the right to a full trial on the merits by filing its own motion.”). However, when cross-motions for summary judgment demonstrate a basic agreement concerning what legal theories and material facts are dispositive, they “may be probative of the non-existence of a factual dispute.” Shook v. United States, 713 F.2d 662, 665 (11th Cir.1983) (citation omitted).

ANALYSIS

According to Plaintiff Syncrude Canada Ltd. (“Syncrude”) and Defendants The Highland Consulting Group Inc. (“HCG”), High Energy Consultants, Inc. (“HEC”), and The Highland Group International GmbH (“HGI”) (collectively “the Highland Defendants”), there are no disputes as to material facts in this case. Moreover, the parties agree that this Court lacks jurisdiction to enforce a judgment issued by a Canadian court on a Swiss defendant.⁴See28 U.S.C. 1332(a) (enunciating the circumstances under which federal courts have original jurisdiction over a case); see also U.S. Motors v. General Motors Europe, 551 F.3d 420, 423 (6th Cir.2008) (“Because [d]iversity jurisdiction does not encompass foreign plaintiffs suing foreign defendants, the presence of U.S. citizens on only one side of the dispute does not preserve jurisdiction.”) (internal quotation marks omitted). Thus, Defendant the Highland Group International GmbH is dismissed from this action for lack of jurisdiction.

The remaining Defendants, The Highland...