Peaker Energy Group, LLC et al v. Cargill, Incorporated et al

Filing 101

ORDER and REASONS granting in part and denying in part 40 Motion to Dismiss for Failure to State a Claim by Louisiana Sugar Refining, LLC and 41 Motion to Dismiss by Cargill, Incorporated, as stated within document. Signed by Chief Judge Kurt D. Engelhardt on 6/27/2016. (cbs)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
PEAKER ENERGY GROUP, LLC &

CIVIL ACTION

ENERGY COAST LOGISTICS TERMINAL, LLC
VERSUS

NO. 14-2106

CARGILL, INCORPORATED &

SECTION "N" (3)

LOUISIANA SUGAR REFINING, L.L.C.
ORDER AND REASONS
Following the Court's prior Order and Reasons (Rec. Doc. 34), granting in part and
denying in part motions to dismiss filed by Defendants Cargill, Inc. and Louisiana Sugar Refining,
L.L.C. (“LSR”), pursuant to Rule 12 (b)(6) of the Federal Rules of Civil Procedure, Plaintiffs filed
a second amended and superseding complaint ("Second Amended Complaint") (Rec. Doc. 35). Now
considering the motions to dismiss subsequently filed by Defendants Cargill, Inc. and Louisiana
Sugar Refining, L.L.C., the parties' memoranda, the record, and applicable law, IT IS ORDERED
that Defendants’ motions (Rec. Docs. 40 and 41) are GRANTED IN PART and DENIED IN
PART as stated herein. Specifically, evaluating the allegations of the Second Amended Complaint
in light of the legal principles set forth in the Court's prior Order and Reasons and the parties’
submissions, and considering that the parties have had two opportunities to address the legal and
factual adequacy of those allegations, the Court rules as follows:
(1) For essentially the reasons set forth in its supporting memoranda (Sealed Rec.
Docs. 40-5 and 51), LSR's motion is GRANTED insofar as it seeks dismissal of the entirety of the
breach of contract claim asserted in Claim Five relative to the alleged "verbal agreement between
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Plaintiffs and LSR of January 3, 2014."1 The allegations of Plaintiffs’ Second Amended Complaint
have not cured the capacity and consent shortcomings previously identified by the Court.
(2) For essentially the reasons set forth in its supporting memoranda (Sealed Rec.
Docs. 41-5 and 48), Cargill's motion is GRANTED insofar it seeks dismissal of Count Six (breach
of duty of good faith and fair dealing) as to Cargill. The facts alleged by Plaintiffs are not sufficient
to establish the “special relationship of trust and confidence” required by Texas law.
(3) Given the Court’s ruling regarding Count Five, and Plaintiff’s lack of stated
opposition, IT IS ORDERED that Cargill’s motion as to Count Eight (tortious interference with
contract) is GRANTED.
(4) Given Plaintiffs’ lack of stated opposition, IT IS ORDERED that Defendants’
motions are GRANTED as to Count Ten (unjust enrichment)
(5) Because questions of fact and any ambiguities in the controlling substantive law
must be resolved in Plaintiffs' favor at the pleading stage, IT IS ORDERED that LSR’s motion is
DENIED as to Counts Two (intentional and negligent misrepresentation), Three (fraud), and Seven
(detrimental reliance). In short, on the showing made, the Court is not presently convinced that
Plaintiffs are precluded, as a matter of law, from establishing“reasonable reliance” as to at least
certain limited elements of the damages purportedly resulting from the alleged misrepresentations
by LSR’s CEO and General Manager, Larry Faucheaux, and Business Development Consultant,
Scott MacKenzie.

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Rec. Doc. 35, ¶ 101.
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(6) Because questions of fact and any ambiguities in the controlling substantive law
must be resolved in Plaintiffs' favor at the pleading stage, IT IS ORDERED that Cargill’s motion
is DENIED as to Count Nine (tortious interference with business relationship). Given Cargill’s
execution of the Cargill Non-Disclosure Agreement, while at the same time allegedly attempting
to prevent LSR from entering into an agreement with Plaintiffs regarding use of LSR’s terminal site,
the Court is not presently convinced that Plaintiffs are precluded, as a matter of law, from
establishing actionable misrepresentation, if not fraud, in satisfaction of the “independently tortious
or unlawful” conduct element required by Texas law.
(7) Given the Court’s rulings herein relative to Claims Two, Three, Seven, and Nine,
IT IS ORDERED that Defendants’ motions are DENIED relative to Claim One (violations of the
Louisiana Unfair Trade Practices Act).
Given the Court’s rulings, and considering that Plaintiffs have already been allowed
to amend, IT IS ORDERED that Claims Five, Eight, and Ten are DISMISSED WITH
PREJUDICE. Accordingly, at this juncture, Plaintiffs’ remaining claims against LSR are those set
forth in Claims One, Two, Three, Four (as to the LSR NDA), Six (as to the LSR NDA) , and Seven.
The claims presently remaining as to Cargill are those set forth in Claims One, Four (as to the
Cargill NDA), and Nine. Of course, to the extent that the Court has concluded that dismissal of
certain of Plaintiffs’ claims is not warranted at the pleading stage, these rulings are without prejudice
to Defendants’ rights to contest the legal sufficiency of Plaintiffs’ evidence by means of a properly
supported motion for summary judgment.
New Orleans, Louisiana, this 27th day of June 2016.

_________________________________
KURT D. ENGELHARDT
United States District Judge
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