Gupta et al v. Merrill Lynch et al

Filing 97

ORDER AND REASONS denying 23 Motion for More Definite Statement; denying 34 Motion to Dismiss for Lack of Jurisdiction, OR in the alternative, Motion to Compel Arbitration, or in the alternative Motion to Change Venue. Plaintiffs may amend th eir Complaint within 20 days of the entry of this Order. Chaturvedi may reurge his Motion to Dismiss and Motion to Transfer Venue following the filing of an amended complaint or the expiry of the time period for filing same, whichever occurs first. Signed by Judge Jane Triche Milazzo. (ecm, )

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA

SUMAN GUPTA, ET AL.

CIVIL ACTION

VERSUS

NO: 12Ͳ1787

MERRILL LYNCH, ET AL.

SECTION: “H”(5)

ORDER AND REASONS

Before the Court is a Motion for a More Definite Statement (R. Doc. 23) filed by Defendant
Merrill Lynch & Co., Inc. ("ML&Co.") and a Motion to Dismiss or in the Alternative to Compel
Arbitration or in the Alternative to Transfer Venue (R. Doc. 34) filed by Defendant Anil Chaturvedi
("Chaturvedi"). For the following reasons, the motions are DENIED.

BACKGROUND
This dispute arises from the alleged mismanagement of a trust—the Nova Scotia Limited
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(the "Trust"). The Trust is based in the Cayman Islands and was settled by Pushpa Bajaj ("Bajaj")
on April 10, 2011. The beneficiaries are Plaintiffs Suman Gupta, Neel Gupta, Jagan Gupta, and
Narinder Gupta, and the trustee is Defendant Merril Lynch Bank & Trust Company ("MLBT"). Merril
Lynch, Pierce, Fenner & Smith, Incorporated ("MLPFS") services the investments contained in the
Trust pursuant to an International Account Application and Agreement (the "CMA"). The Trust is
the only party that signed the CMA. The CMA contains an arbitration provision.
Prior to the institution of this action, the Gupta Family allegedly communicated all orders
with respect to the Trust through Chaturvedi—a securities broker employed by MLPFS. On or
shortly after May 23, 2002, Plaintiffs notified Chaturvedi that Bajaj passed away. Approximately
five years later, Narinder Gupta instructed Chaturvedi to terminate the Trust. Plaintiffs aver that
Chaturvedi failed to honor this request, as well as several subsequent requests for termination.
Plaintiffs further allege that Chaturvedi and ML&Co. placed some or all of the Trust funds with
MLBT.
On July 10, 2012, Plaintiffs filed suit against Chaturvedi, MLBT, and ML&Co. (R. Doc. 1.)
MLPFS was not named as a Defendant. Plaintiffs seek to terminate the Trust and have the principal
and fruits thereof distributed. (Id. at ¶XX.) They also seek to recover against ML&Co. for "failure
to adequately supervise its employee broker and agent, Anil K. Chaturvedi." (Id. at ¶XXI.)
On October 9, 2012, ML&Co. filed a Motion for a More Definite Statement (R. Doc. 23),
which Plaintiffs opposed on October 29, 2012 (R. Doc. 28). ML&Co. filed a reply on November 7,
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2012 (R. Doc. 39). On November 2, 2012, Chaturvedi filed a Motion to Dismiss, or in the Alternative
to Compel Arbitration, or in the Alternative to Transfer Venue (R. Doc. 34), which Plaintiffs opposed
on December 10, 2012 (R. Doc. 58). Chaturvedi filed a reply on December 18, 2012 (R. Doc. 61).
The Court heard oral argument on January 30, 2013, after which the Motions were taken under
submission. (R. Doc. 70.)

LEGAL STANDARD
I.

Motion for a More Definite Statement—Fed. R. Civ. P. 12(e)
A district court will grant a motion for a more definite statement under Rule 12(e) when the

challenged pleading "is so vague or ambiguous that the [moving] party cannot reasonably prepare
a response." Fed. R. Civ. P. 12(e). The moving party "must point out the defects complained above
and the details desired." Id.
"When evaluating a motion for a more definite statement, the Court must assess the
complaint in light of the minimal pleading requirements of Rule 8." Babcock & Wilcox Co. v.
McGriff, Siebels & Williams, Inc., 235 F.R.D. 632, 633 (E.D. La. 2006). Rule 8(a)(2)requires that a
pleading contain "a short and plain statement of the claim showing that the pleader is entitled to
relief." Fed. R. Civ. P. 8(a)(2). "Specific facts are not necessary; the statement need only give the
defendant fair notice of what the . . . claim is and the grounds upon which it rests." Erickson v.
Pardus, 551 U.S. 89, 93 (2007) (internal quotation marks and citations omitted).
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In light of the liberal pleading standard set forth in Rule 8(a), Rule 12(e) motions are
disfavored. See Mitchell v. EͲZ Way Towers, Inc., 269 F.2d 126, 132 (5th Cir. 1959); Who Dat Yat
Chat, LLC v. Who Dat, Inc., No. 10–1333, 10–2296, 2012 WL 2087439, at *6 (E.D. La. June 8, 2012).
This Court "has considerable discretion in deciding whether to grant a Rule 12(e) motion." Murungi
v. Texas Guaranteed, 646 F. Supp. 2d 804, 811 (E.D. La. 2009) (citations omitted).
II.

Motion to Dismiss—Fed. R. Civ. P. 12(b)(1) or 12(b)(3)?
Chaturvedi styled his motion to dismiss based on the arbitration clause in the CMA as a Rule

12(b)(1) or Rule 12(b)(3) motion. The Fifth Circuit has repeatedly declined to address the proper
procedural vehicle for bringing such motions. Noble Drilling Servs., Inc. v. Certex USA, Inc., 630 F.3d
469, 472 n.2 (5th Cir. 2010) (collecting cases). Because the Fifth Circuit has accepted Rule 12(b)(3)
as a proper method for dismissal based on an arbitration clause, see, e.g., id.; Lim v. Offshore
Specialty Fabricators, Inc., 404 F.3d 898, 902 (5th Cir. 2005), the Court analyzes Plaintiffs' motion
under Rule 12(b)(3). See also Sinners and Saints, LLC, v. Noire Blanc Films, LLC, No. 12–866, 2013
WL 1335732 (E.D. La. Mar. 29, 2013) (assessing motion to dismiss based on arbitration clause under
Rule 12(b)(3) where parties moved to dismiss under Rule 12(b)(1) or Rule 12(b)(3)).
On a Rule 12(b)(3) motion to dismiss for improper venue, the court must accept as true all
allegations in the complaint and resolve all conflicts in favor of the plaintiff. Braspetro Oil Servs.
Co. v. Modec (USA), Inc., 240 F. App'x 612, 615 (5th Cir. 2007) (per curiam) (citations omitted); Ross
v. Digioia, Jr., No. 11–1827, 2012 WL 72703, at *2 (E.D. La. Jan. 10, 2012). In deciding such motions,
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the Court may examine all evidence in the record. Ambraco, Inc. v. Bossclip B.V., 570 F.3d 233, 238
(5th Cir. 2009) (citations omitted).
When venue is challenged, district courts in the Fifth Circuit have been inconsistent in
allocating the burden of proof. See Uviado, LLC v. United States, 755 F. Supp. 2d 767, 779 n.7 (S.D.
Tex. 2010) (acknowledging the split in authority); Ross, 2012 WL 72703, at *2 n.4 (same). Most
courts in this District, however, hold that a plaintiff bears the burden of proof. See, e.g., Summer
v. Kenton, OH Policea, No. 11–3162, 2012 WL 1565363, at *4 (E.D. La. May 2, 2012); Vaughn Med.
Equip. Repair Serv. LLC v Jordan Reses Supply Co., No. 10–00124, 2010 WL 3488244, at *4 (E.D. La.
Aug. 26, 2010); Ross, 2012 WL 72703, at *2. This Court follows their lead and holds that Plaintiffs
bear the burden of establishing proper venue. See also 14D Wright, Miller, & Cooper, Federal
Practice and Procedure, § 3826 (3d ed. 2013) ("The position that probably represents the weight
of judicial authority, is that, when an objection has been raised, the burden is on the plaintiff to
establish that the district he or she has chosen is a proper venue").

LAW AND ANALYSIS
I.

Motion for a More Definite Statement (R. Doc. 23)
For the following reasons, the Court finds that Plaintiffs' Complaint satisfies the minimal

pleading requirements of Rule 8. Accordingly, the Motion is denied.
ML&Co. argues that the Complaint filed on behalf of Plaintiffs is impermissibly vague,
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because it fails to set forth any specific theory of recovery. Rather, Plaintiffs merely seek to recover
from ML&Co. "under the applicable state and federal laws." (See R. Docs. 23; 1 at ¶XXI.) Plaintiffs
counter that the Complaint sets forth causes of action against ML&Co. for failure to supervise a
licensed security broker (Chaturvedi), breach of contract, and breach of fiduciary duty.
One of these causes of action—failure to supervise a licensed security broker—is pleaded
with sufficient particularity as to satisfy the liberal pleading standards of Rule 8. In Paragraph XXI
of the Complaint, under the subheading "RELIEF SOUGHT," Plaintiffs seek damages "as a result of
[ML&Co.'s] failure to adequately supervise its employee broker and agent, Anil K. Chaturvedi."
Given the allegations in the preceding paragraphs that Chaturvedi repeatedly failed to comply with
Narinder Gupta's requests to terminate the Trust, Plaintiffs "set forth sufficient information to
outline the elements of the claim or permit inferences to be drawn that these elements exist."
Grand Time Corp. v. Watch Factory, Inc., No. 3:08–CV–1770–K, 2010 WL 92319, at *5 (N.D. Tex. Jan.
6, 2010) (citing Gen. Star. Indem. Co. v. Vesta Fire Ins. Co., 173 F.3d 946, 951 (5th Cir. 1999)).
Whether Plaintiffs have pleaded facts sufficient to state a legally cognizable claim is a different
issue—one that is more properly addressed in a motion to dismiss under Rule 12(b)(6).
The other two causes of action which Plaintiffs identify in their opposition memorandum
—breach of contract and breach of fiduciary duty—are not explicitly stated in and cannot be
reasonably inferred from the Complaint. As ML&Co. notes in its reply memorandum, the
Complaint does not identify any contract between ML&Co. and Plaintiffs. In fact, the words
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"contract" or "breach" do not appear anywhere in the Complaint. Similarly, the Complaint does
not identify any duties—fiduciary or otherwise—that ML&Co. owes to Plaintiffs, much less how
those duties were breached. Indeed, the phrase "fiduciary duty" is not present in the Complaint.
In sum, there is a noticeable difference between the allegations actually present in the
Complaint, and those which Plaintiffs contend are present in the Complaint. The opposition
memorandum to the instant Motion contains numerous factual allegations and at least two causes
of action not present in the original Complaint. Moreover, there are several exhibits attached to
the opposition memorandum, most of which Plaintiffs do not reference in the original Complaint.
The Court construes the new factual allegations and causes of action asserted in Plaintiffs'
opposition memorandum as a motion to amend the complaint. See Stover v. Hattiesburg Pub. Sch.
Dist., 549 F.3d 985, 989 n.2 (5th Cir. 2008) (citing with approval cases in which the district court
construed new allegations in opposition memorandum as motion to amend under Rule 15(a));
Morin v. Moore, 309 F.3d 316, 323 (5th Cir. 2002) ("This Court has held, that in the interest of
justice a revised theory of the case set forth in the plaintiff's opposition should be construed as a
motion to amend the pleadings filed out of time and granted by the district court pursuant to the
permissive command of Rule 15") (citing Sherman v. Hallbauer, 455 F.2d 1236, 1241 (5th Cir.
1972)).
"The grant or denial of an opportunity to amend is within the discretion of the District
Court." Foman v. Davis, 371 U.S. 178, 182 (1962). Nonetheless, "Federal Rule of Civil Procedure
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15(a) requires the trial court to grant leave to amend 'freely,' and the language of this rule 'evinces
a bias in favor of granting leave to amend.'" LynͲLea Travel Corp. v. Am. Airlines, Inc., 283 F.3d 282,
286 (5th Cir. 2002) (quoting Chitimacha Tribe of La. v. Harry L. Laws Co., Inc., 690 F.2d 1157, 1162
(5th Cir. 1982)). "A district court must possess a 'substantial reason' to deny a request for leave
to amend.'"1 Smith v. EMC Corp., 393 F.3d 590, 595 (5th Cir. 2004) (quoting Chitimacha, 690 F.2d
at 1162). Because no such reason exists here, Plaintiffs are granted leave to amend their complaint
within 20 days of the entry of this Order.
II.

Motion to Dismiss, Compel Arbitration, or Transfer Venue (R. Doc. 34)
Chaturvedi essentially seeks three remedies, each in the alternative. First, Chaturvedi

moves to transfer the aboveͲcaptioned matter to the Southern District of New York. Second, he
moves to dismiss Plaintiffs' claims against him for failure to state a claim upon which relief can be
granted. Third, he seeks to compel arbitration under the CMA.2
The Court addresses each remedy separately. For the following reasons, the Motion is
denied.

1

In deciding whether to grant leave under Rule 15(a), courts may consider factors such as "undue
delay, bad faith or dilatory motive on the part of the movant, repeated failures to cure deficiencies by
amendments previously allowed, undue prejudice to the opposing party by virtue of allowance of the
amendment, and futility of the amendment." Jones v. Robinson Prop. Grp., LP, 427 F.3d 987, 994 (5th Cir.
2005) (citations omitted).
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Should the Court find arbitration appropriate, Chaturvedi appears to argue that Plaintiff's claims
should be dismissed, or in the alternative stayed under 9 U.S.C. § 3.

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A. Whether this Matter Should be Transferred to the Southern District of New York
Chaturvedi moves this Court under 28 U.S.C. § 1406(a) to transfer the aboveͲcaptioned
matter to the Southern District of New York. For the following reasons, this Motion is denied as
premature.
28 U.S.C. § 1406(a) provides that "[t]he district court of a district in which is filed a case
laying venue in the wrong division or district shall dismiss, or if it be in the interest of justice,
transfer such case to any district or division in which it could have been brought." As is clear from
the wording of the statute, "[a] prerequisite to invoking Section 1406(a) is that the venue chosen
by the plaintiff must be improper." 14D Wright, Miller, & Cooper, Federal Practice and Procedure,
§ 3827 (3d ed. 2013).
Because none of the Defendants are residents of Louisiana, venue is proper in "a judicial
district in which a substantial part of the events or omissions giving rise to the claim occurred, or
a substantial part of property that is the subject of the action is situated."3 28 U.S.C. § 1391(b)(2).
Where, as here, a case involves multiple defendants and multiple claims, the plaintiff bears the
burden of demonstrating that venue is proper for each claim and for each defendant. See Ross,
2012 WL 72703, at *1–2 (citations omitted); Burkitt v. Flawless Records, Inc., No. 03–2483, 2005
WL 6225822, at *3 (E.D. La. June 13, 2005) (citations omitted); McCaskey v. Cont'l Airlines, Inc., 133

3

Alternatively, if there is no such district, venue is proper in "any judicial district in which any
defendant is subject to the court's personal jurisdiction." 28 U.S.C. § 1391(b)(3).

9

F. Supp. 2d 514, 523 (S.D. Tex. 2001) (citations omitted).
It follows, then, that Plaintiffs must establish that venue is proper in this District as to
Chaturvedi with respect to each cause of action. Because, as discussed in the following
Subsection, Plaintiffs may amend their Complaint to assert additional cause(s) of action against
Chaturvedi, this Motion is premature. Chaturvedi may reͲurge the Motion following the filing of
an amended complaint or the expiry of the time period for Plaintiffs to file same, whichever occurs
first.
B. Whether Plaintiffs State Legally Cognizable Claims
Chaturvedi moves this Court to dismiss Plaintiffs' claims against him for failure to state a
claim upon which relief can be granted. For the following reasons, the motion is denied as
premature.
Similar to the argument made by ML&Co., Chaturvedi contends the original Complaint fails
to enumerate or articulate any causes of action against him. If Chaturvedi is unsure as to the legal
theories asserted against him, a motion for a more definite statement under Rule 12(e) is the
proper procedural vehicle for seeking clarification. See 5B Wright, Miller, & Cooper, Federal
Practice and Procedure, § 1356 (3d ed. 2013) ("If the complaint is ambiguous or does not contain
sufficient information to allow a responsive pleading to be framed, a motion under Rule 12(b)(6)
is not appropriate; the proper remedy is a motion for a more definite statement under Rule 12(e)");
accord Clark v. Amoco Prod. Co., 794 F.3d 967, 970 (5th Cir. 1986) ("Rule 12(b)(6) should not be
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used as a substitute for a request for a more definite pleading within the meaning of Fed. R. Civ.
P. 8") (citations omitted).
Nonetheless, citing Plaintiffs' opposition memorandum to ML&Co.'s Motion for a More
Definite Statement, Chaturvedi contends that Plaintiffs assert claims for breach of contract and
breach of fiduciary duty. It is those claims which Chaturvedi moves to dismiss in the instant
Motion. Plaintiffs appear to assert a (third) new cause of action in their opposition memorandum
to the instant Motion: fraud under the Securities Exchange Act of 1934.
As a preliminary matter, a Rule 12(b)(6) motion requires the court "to assess[] the legal
sufficiency of the complaint." Servicios Azucarerors de Venezuela, C.A. v. John Deere Thibodeaux,
Inc., 702 F.3d 794, 806 (5th Cir. 2012) (emphasis added). In other words, the Court assesses the
legal sufficiency of the claims actually asserted in the Complaint, not those which Plaintiffs
allegedly assert in other documents filed in the record. As discussed in Section I of this Order and
Reasons, the purported claims for breach of contract and breach of fiduciary duty are simply not
present in the Complaint. Thus, until Plaintiffs amend their Complaint to assert those claims,
Chaturvedi's motion to dismiss same is premature.
As Chaturvedi notes in his reply memorandum, Plaintiffs' newest claim—fraud under the
Securities and Exchange Act of 1934—does not appear anywhere in the Complaint. For the reasons
stated in Section I of this Order and Reasons, this Court construes a newly asserted claim in an
opposition memorandum as a motion to amend the complaint under Rule 15. That motion is
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granted and Plaintiffs may amend their complaint within 20 days from the entry of this Order.
Chaturvedi may reͲurge the Motion to Dismiss following the filing of an amended complaint or the
expiry of the time period to file same, whichever occurs first.
C. Whether Chaturvedi May Compel Arbitration
Chaturvedi moves this Court to compel arbitration of Plaintiffs' claims against him. Before
addressing whether such claims are subject to arbitration, the Court first analyzes whether
Chaturvedi is the proper party to compel arbitration under the CMA. This inquiry bifurcates along
the following lines: (1) whether Chaturvedi, as a nonͲsignatory to the CMA, is entitled to invoke the
arbitration agreement, and (2) whether Chaturvedi, as a nonͲsignatory, may compel another nonͲ
signatory—Plaintiffs herein—to arbitrate. The Court answers each inquiry in the negative.
Accordingly, the motion is denied. Because Chaturvedi may not compel arbitration under the CMA,
the Court does not address whether the instant dispute is subject to arbitration.
The Fifth Circuit has consistently recognized the strong federal policy favoring arbitration.
See, e.g., Klein v. Nabors Drilling USA LP, 710 F.3d 234, 236 (5th Cir. 2013) (citations omitted); Banc
One Acceptance Corp. v. Hill, 367 F.3d 426, 429 (5th Cir. 2004) (citations omitted). Thus, "in
determining whether the dispute falls within the scope of the arbitration agreement, 'ambiguities
. . . [are] resolved in favor of arbitration.'" Fleetwood Enters., Inc. v. Gaskamp, 280 F.3d 1069, 1073
(5th Cir. 2002) (alterations in original) (quoting Volt Info. Scis, Inc. v. Bd. of Trs. of Leland Stanford
Junior Univ., 489 U.S. 468, 475 (1989)).
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But whether a dispute is subject to arbitration is to be distinguished from the question of
whether a particular party is entitled to compel arbitration. Westmoreland v. Sadoux, 299 F.3d
462, 465 (5th Cir. 2002). This follows from the fact that "[a]n agreement to arbitrate is a waiver
of valuable rights that are both personal to the parties and important to the open character of our
state and federal judicial systems—an openness this country has been committed to from its
inception." Id.
i. Whether Chaturvedi, as a NonͲSignatory, May Compel Arbitration
This Court applies federal substantive law when determining whether a nonͲsignatory to
an arbitration agreement can compel arbitration. Green v. Service Corp. Int'l, 333 F. App'x 9, 11
n.11 (5th Cir. 2009) (per curiam) (citations omitted). As a general rule, "an arbitration clause must
be in writing and signed by the party invoking it" in order to be enforceable. Westmoreland, 299
F.3d at 465 (emphasis added) (citations omitted). The Fifth Circuit has held that in "rare
circumstances" a nonͲsignatory may compel arbitration under the doctrine of equitable estoppel.
See Weingarten Realty Investors v. Miller, 661 F.3d 904, 912 (5th Cir. 2011) (internal quotation
marks and citations omitted); Westmoreland, 299 F.3d at 465.
The Fifth Circuit has identified two such circumstances. See Grigson v. Creative Artists
Agency, LLC, 210 F.3d 524, 527 (5th Cir. 2000). "First, when the signatory to a written agreement
containing an arbitration clause must rely on the terms of the written agreement in asserting its
claims against the nonsignatory." Hill v. G E Power Sys., Inc., 282 F.3d 343, 349 (5th Cir. 2002)
13

(internal footnotes and citations omitted). "Second, when the signatory to the contract containing
a arbitration clause raises allegations of substantially interdependent and concerted misconduct
by both the nonsignatory and one or more of the signatories to the contract."4 Westmoreland, 299
F.3d at 467 (internal footnotes and citations omitted). "[E]quitable estoppel is much more readily
applicable when the case presents both independent bases." Grigson, 210 F.3d at 527.
Neither of these bases is present in the instant matter. With respect to the first, the Fifth
Circuit and district courts within this Circuit have clarified that it is not enough that a signatory's
claims merely "presume" the existence of a written agreement containing an arbitration clause or
"touch" upon matters covered by that agreement. See Hill, 282 F.3d at 349; QPRO Inc. v. RTD
Quality Servs. USA, Inc., 761 F. Supp 2d 492, 499–500 (S.D. Tex. 2011); Vinewood Capital, LLC v.
Sheppard Mullin Richer & Hampton, LLP, 735 F. Supp. 2d 503, 512–13 (N.D. Tex. 2010); Galtney v.
KPMG LLP, No. Civ.A. H05583, 2005 WL 1214613, at *5 (S.D. Tex. May 19, 2005). Rather, the
signatory "must rel[y] upon the express terms of the [contract] in asserting its claims." Hill, 282
F.3d at 340 (emphasis added).
The first basis is not present in this case for the following reasons. As a preliminary matter,
the first basis presupposes that the party against whom the nonͲsignatory seeks to compel

4

The Fifth Circuit has thus rejected Chaturvedi's argument that an employee is ipso facto entitled
to enforce an arbitration agreement to which his employer is a party. See Westmoreland, 299 F.3d at
466–67 ("[W]e agree with the First and Ninth Circuits that a nonsignatory cannot compel arbitration merely
because he is an agent of one of the signatories . . . . If he seeks to compel arbitration, he is subject to the
same equitable estoppel framework left to other nonsignatories").

14

arbitration is a signatory to the arbitration agreement. Here, it is undisputed that Plaintiffs did not
sign the CMA; only the signature of the Trust appears on the document. But even if Plaintiffs were
considered signatories, their claims against Chaturvedi do not rely upon the express terms of the
CMA. Indeed, the Complaint does not even mention the CMA, much less expressly invoke it as a
basis for asserting claims against Chaturvedi. At most, Plaintiffs' claims "presume" the existence
of the CMA or "touch" upon matters covered therein. As explained supra, however, this does not
suffice to equitably estop a signatory from refusing to arbitrate.
The second basis for equitable estoppel is similarly unavailable as a means for compelling
arbitration. As with the first basis for equitable estoppel, the second presupposes that the party
asserting claims has signed the arbitration agreement. Furthermore, assuming arguendo that
Plaintiffs signed the CMA, they do not raise allegations of "interdependent and concerted
misconduct" by Chaturvedi and the only signatory to the contract—the Trust. Indeed, the Trust
is not a Defendant in this matter.5
ii. Whether Chaturvedi, as a NonͲSignatory, May Compel Arbitration Against
Another NonͲSignatory
As alluded to in the previous Subsection, the biggest obstacle to compelling arbitration is
the fact that a nonͲsignatory (Chaturvedi) seeks to compel to arbitration the claims of another nonͲ
signatory (Plaintiffs). Indeed, there is little, if any, case law that would permit a nonͲsignatory
5

Although MLBT (the trustee) is a named Defendant, Plaintiffs do not allege "interdependent and
concerted misconduct" between MLBT and Chaturvedi.

15

to compel arbitration against another nonͲsignatory. See Amstar Mortg. Corp. v. Indian Gold, LLC,
517 F. Supp. 2d 889, 900 (S.D. Miss. 2007) ("[E]quitable estoppel has never been applied to compel
a nonͲsignatory to arbitrate with another nonͲsignatory under these circumstances"); American
Personality Photos, LLC v. Mason, 589 F. Supp. 2d 1325, 1331 (S.D. Fla. 2008) ("This Court has found
no cases where one nonͲsignatory has compelled another nonͲsignatory to arbitrate a dispute");
Barton Enters., Inc. v. Cardinal Health, Inc., No. 4:10 CV 324 DDN, 2010 WL 2132744, at *6 (E.D. Mo.
May 27, 2010) ("[T]here is little authority for enforcing an arbitration provision between nonͲ
signatories") (citations omitted). More importantly, this Court is aware of no authority, nor has
Chaturvedi provided any, that would permit the Court to compel arbitration under the
circumstances of this case.
In declining to order arbitration, this Court is ever mindful of "the basic precept that
arbitration 'is a matter of consent, not coercion.'" Stolt–Nielsen S.A. v. Animalfeeds Int'l Corp., 130
S. Ct. 1758, 1773 (2010) (quoting Volt Information, 489 U.S. at 479)). The Court cannot compel
arbitration pursuant to an agreement that neither Plaintiffs nor Chaturvedi signed without doing
violence to this principle. Cf. Amstar Mortg., 517 F. Supp. 2d at 900 n.14.

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CONCLUSION
For the reasons previously stated, the instant Motions are DENIED. Plaintiffs may amend
their Complaint within 20 days of the entry of this Order to allege with greater specificity the legal
bases for their claims, the parties against whom these claims are asserted, and the facts which
support recovery. Chaturvedi may reͲurge his Motion to Dismiss and Motion to Transfer Venue
following the filing of an amended complaint or the expiry of the time period for filing same,
whichever occurs first.

New Orleans, Louisiana, on this 20th day of June, 2013.

______________________________
JANE TRICHE MILAZZO
UNITED STATES DISTRICT JUDGE

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