Unitednet, Ltd. v. Tata Commc'ns Am.
| Decision Date | 28 March 2023 |
| Docket Number | 1:21-cv-01081-KWR-JFR |
| Parties | UNITEDNET, LTD. and LEVI RUSSELL, Plaintiffs, v. TATA COMMUNICATIONS AMERICA, INC., TATA COMMUNICATIONS INDIA, LTD., TATA SONS PRIVATE, LTD., STEVEN LUCERO, and LATINGROUP, LLC, Defendants. |
| Court | U.S. District Court — District of New Mexico |
THIS MATTER comes before the Court upon the following:
Having reviewed the parties' pleadings and the relevant law, the Court rules as follows:
The Court previously dismissed the claims against Defendant Tata Communications America, Inc. for forum non conveniens. The Court found that (1) under conflict of law principles the claims arose under the laws of the United Kingdom and (2) the parties agreed that the United Kingdom was an adequate and available forum. Moreover, the Court balanced the discretionary factors and concluded that this case should not be adjudicated in this forum. The Court proposed several conditions as parts of its dismissal. The Court issued an order to show cause why the claims against the remaining defendants should not be dismissed for the same reasons. Having considered the responses, the Court concludes that the claims against Defendants shall be dismissed for forum non conveniens.
Defendants Tata Communications India Ltd. and Tata Sons Private Ltd. filed motions to dismiss for lack of personal jurisdiction. Because the Court dismissed these defendants for forum non conveniens, the Court denies their motions as moot.
This case arises from an unsuccessful business deal regarding the sale of a fiber optic network running between the United Kingdom and the Netherlands. Plaintiff Unitednet, Ltd. is a foreign corporation doing business in the United Kingdom. See Doc. 1, ¶ 1. Plaintiff Levi Russell, a resident of the United Kingdom, was a director for Unitednet. Id. ¶¶ 2, 30. In 2016, Plaintiff Unitednet entered into a Sale and Purchase Agreement (the “Agreement”) with Tata Communications (UK) Ltd., Tata Communications (Netherlands) B.V., and Tata Communications (Bermuda) Ltd. (collectively, the “Tata Signatories”), non-parties to this suit, to purchase a telecommunications system.[1] The system is an undersea and land-based fiber optic network that spans 1,100 miles and runs from the United Kingdom to the Netherlands. Id. ¶ 19. The acquisition was never completed, and Plaintiffs allege that the Agreement was terminated as a result of tortious conduct by Defendants, non-signatories to the Agreement.
The idea of the acquisition began in 2013. Plaintiffs allege that Defendant Steven Lucero, a resident of New Mexico, expressed interest in purchasing the network from the Tata Signatories. Id ¶¶ 20-21. The chairman of Defendant Tata Sons Private, Ltd. (“Tata Sons”), a foreign corporation based in India, and Defendant Lucero reached an agreement in principle with the Tata Signatories to sell the network at a price below market value. Id. ¶ 21. In January 2014, Defendant Latin Group, LLC (“LGL”), a Delaware corporation with its principal place of business in New Mexico, to which Defendant Lucero is allegedly the principal owner, entered into a preliminary agreement with the Tata Signatories to purchase the network. Id.
Defendant Lucero, a key player in the deal, later decided to purchase the network through a different entity, and thus, Unitednet, at the direction of Lucero, was formed for the purpose of completing the transaction. Id. ¶¶ 14, 29-30. Defendant Lucero allegedly induced Plaintiff Russell to work on the deal “with promised compensation in the form of a percentage share of Plaintiff Unitednet.” Id. ¶ 14.
From 2013 to 2017, Plaintiff Russell alleges that he spent “hundreds of days and thousands of hours working with Tata [Signatories'] executives, legal counsel, sales personnel, and operations employees” to complete the purchase. Id. ¶¶ 34-35. However, as the parties began to work towards the acquisition, Defendant Lucero allegedly “played a dual game in which he exerted near total control over the negotiations for the purchase” of the network, including controlling the negotiations on behalf of Plaintiff Unitednet, while simultaneously “working behind the scenes” with Defendants Tata Communications America, Inc. (“Tata America”), a corporation with its principal place of business in Virginia, Tata Communications India, Ltd. (“Tata India”), a foreign corporation based in India, and others, to control the position that the Tata Signatories would take in negotiations. Id. ¶ 22.
All told, Plaintiffs allege that Defendants Lucero, Tata Sons, Tata America, and Tata India conspired to change the structure of the deal to demand an approach to purchasing the network that was “contrary to industry standards” to prevent Plaintiff Unitednet from acquiring the network. Id. ¶ 59. Plaintiffs allege that these Defendants then “conspired to manufacture deadlines” for Unitednet's acquisition of funding. Id. ¶¶ 60, 68-69.
Plaintiffs further allege these Defendants conspired to require that Unitednet provide a letter from a bank or investor showing that Unitednet had secured $10.75 million in funds for the deal. Id. ¶¶ 38, 62-63. According to Plaintiffs, this funding letter requirement was merely a “ruse” devised by Defendants Lucero, Tata America, and Tata India to hinder Unitednet's completion of the transaction. Id. ¶¶ 40-42. Plaintiffs maintain that Defendant Lucero was responsible for securing funding for Unitednet's purchase of the network, yet Lucero repeatedly failed to do so. Id. ¶¶ 64, 75. Plaintiffs assert that despite attempting to meet all the demands placed on Unitednet, Defendant Lucero actively sought to prevent Plaintiff Unitednet from securing funding, and instead, intended to complete the purchase of the network with another company, namely, Defendant LGL. Id. ¶¶ 58, 68.
Eventually, after months without the requisite funding letter, Defendant Tata America notified Plaintiffs of the termination of the Agreement with the Tata Signatories. Id. ¶ 79. Plaintiffs allege that Defendant Lucero conspired with Defendants Tata Sons, Tata America, and Tata India to terminate the deal. Id. ¶ 80. Plaintiffs nonetheless attempted to revive the Agreement through alternative means of funding and the Tata Signatories asked for time to consider this new proposal. Id. ¶ 83. However, Plaintiffs allege that Defendant Lucero worked with Defendants Tata Sons, Tata America, and Tata India to interfere with the decision of the Tata Signatories. Id. ¶ 84. The Tata Signatories rejected Plaintiffs' offer and the deal collapsed. Id. ¶ 83.
As a result, Plaintiffs Unitednet and Russell filed suit asserting the following claims:
Defendant Tata America filed a motion to dismiss for forum non conveniens, or in the alternative, for failure to state a claim upon which relief can be granted. Defendant argued that Plaintiffs' suit is centered on the Agreement, which has an exclusive forum selection clause that requires this case be brought in the Courts of England and Wales. Defendant also argues that Plaintiffs' allegations are conclusory and insufficient to maintain the claims against Defendant.
The Court concluded that the forum selection clause was valid. However, the Court concluded that the non-signatory defendants could not enforce the forum selection clause against Plaintiffs. The Court nevertheless concluded that dismissal of Defendant Tata Communications America, Inc. for forum non conveniens was appropriate. It found that (1) the United Kingdom was an appropriate and available forum and (2) under conflict of laws principles, the claims arose under the laws of the United Kingdom. The Court next analyzed the discretionary factors and concluded that dismissal for forum non conveniens was appropriate. As part of that decision, the Court issued an order to show cause why that dismissal should not apply to the non-moving defendants, and whether there were any objections to the conditions the Court set for dismissal.
The parties filed responses to the Court's order to show cause, and Plaintiffs moved for the Court to reconsider its dismissal.
In a previous opinion, the Court dismissed the claims against Defendant Tata Communications America, Ltd. for forum non conveniens. The Court issued an order directing Plaintiffs to show cause why the case should not be dismissed as to the...
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