Nautimill S.A. v. Legacy Marine Transportation, LLC

Filing 28

ORDER AND REASONS denying 24 Motion to Dismiss for Failure to State a Claim. Signed by Judge Sarah S. Vance on 12/2/15. (jjs)

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
NAUTIMILL S.A.

CIVIL ACTION

VERSUS

NO: 15-1065

LEGACY MARINE
SECTION: R(5)
TRANSPORTATION, LLC
ORDER AND REASONS
Third-party defendant David Hasselman moves the Court to dismiss
original defendant and third-party plaintiff Legacy Marine’s third-party
complaint for failure to state a claim under Federal Rule of Civil Procedure
12(b)(6).1 For the following reasons, the Court denies the motion.

I.

BACKGROUND
A.

Parties

Plaintiff Nautimill S.A. is a corporation organized and existing under the
laws of Uruguay. Nautimill sued defendant Legacy Marine Transportation,
LLC, on April 2, 2015, invoking the Court’s diversity jurisdiction under 28
U.S.C. § 1332.2

1

R. Doc. 24.

2

R. Doc. 1 at 1 ¶ 3.

Legacy Marine is a Louisiana limited liability company with its principal
place of business in Chauvin, Louisiana.3 On August 5, 2015, Legacy Marine
filed a third-party complaint against defendants David Hasselman and
International Marine Sales and Export, LLC, invoking the Court’s diversity
jurisdiction under 28 U.S.C. § 1332.4
International Marine is a Florida limited liability company with its
principal place of business in Bevard County, Florida.5 Hasselman, who lives
in Florida, is International Marine’s principal.6
B.

Factual Background

In the spring of 2014, Nautimill was interested in purchasing an inland
marine vessel to operate in Uruguay.7

Nautimill hired Hasselman and

International Marine to act as Nautimill’s agent to purchase the vessel in the
United States.8 On April 4, 2014, Nautimill, with Hasselman’s assistance,
purchased a push boat from Legacy Marine.9 Nautimill believed that the push
3

Id. at ¶ 2.

4

R. Doc. 13 at 2 ¶ 3.

5

Id. at ¶ 2; R. Doc. 22 at 2 ¶ 2.

6

R. Doc. 13 at 1-2 ¶¶ 1, 6.

7

See R. Doc. 1 at 2, 4 ¶¶ 5, 13.

8

See id. at ¶ 5.

9

Id.
2

boat was a “new construction” with two Caterpillar 3412 engines of 1,000
horse power each.10 According to Nautimill, Legacy Marine gave these
specifications for the push boat to Nautimill’s agent, David Hasselman.11
After Legacy Marine delivered the vessel to Nautimill in Uruguay,
Nautimill learned that the engines were not new, but used, and that the
engines had a combined maximum capacity of approximately 1,000 horse
power, rather than 1,000 horse power each.12 Nautimill then undertook
substantial repairs to the push boat, including replacing the engines and
propulsion system, so that the vessel could perform the functions for which
Nautimill originally purchased it.13 Nautimill now sues Legacy Marine under
Louisiana law for fraudulent misrepresentation, negligent misrepresentation,
breach of contract, and breach of warranty.14
Legacy Marine filed its third-party complaint against Hasselman and
International Marine on August 5, 2015.15 Legacy Marine alleges that during

10

Id.

11

Id. at 5 ¶ 15.

12

Id. at 3 ¶¶ 8-9.

13

Id. at 6-9 ¶¶ 21, 25, 32.

14

Id. at 5-10.

15

See R. Doc. 13.
3

its negotiations with Hasselman, who was acting on Nautimill’s behalf, Legacy
Marine affirmatively disclosed that the engines were rebuilt and rated for 800
horse power each.16 In addition, Hasselman possessed at least two documents
indicating that the push boat’s engines had a capacity of 800 horse power
each, for a total capacity of 1,600 horse power.17 Legacy Marine further alleges
that Hasselman personally inspected the push boat and attended the vessel’s
sea trials on Nautimill’s behalf.18

According to Legacy Marine, despite

Hasselman’s personal knowledge of the push boat’s capacity, he incorrectly
communicated to Nautimill that the push boat was new and that the engines
were rated at 1,000 horse power each.19 Legacy Marine now sues Hasselman
and International Marine for contribution and indemnity, to the extent Legacy
Marine is found liable to Nautimill, for fraudulent misrepresentation, and
negligence and negligent misrepresentation.20

16

Id. at 3-5 ¶ 10, 15-16.

17

Id. at 4 ¶¶ 13-4. Legacy Marine attached these documents as
exhibits to its third-party complaint and adopts them by reference.
Therefore, the Court may consider the facts contained therein as part of
Legacy Marine’s pleadings. See Fed. R. Civ P. 10(c); Davoodi v. Austin
Indep. Sch. Dist., 755 F.3d 307, 310 (5th Cir. 2014).
18

R. Doc. 13 at 3 ¶ 7.

19

See id. at 5 ¶ 17.

20

Id. at 7-9.
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C.

Hasselman’s 12(b)(6) Motion to Dismiss

Hasselman now moves the Court to dismiss Legacy Marine’s third-party
complaint for failure to state a claim under Federal Rule of Civil Procedure
12(b)(6).21 The only ground on which Hasselman seeks dismissal is Louisiana
Revised Statute § 12:1320, which limits the personal liability of a member of
a Louisiana limited liability company.22 In opposition, Legacy Marine argues
that Louisiana Revised Statute § 12:1320 does not govern Hasselman’s
personal liability because he is a member of a Florida LLC. Legacy Marine also
argues that whether Louisiana or Florida law applies, Legacy Marine has
articulated properly a claim against Hasselman upon which relief can be
granted.23

Hasselman neglected to reply to Legacy Marine’s opposing

arguments.

II.

LEGAL STANDARD
To survive a Rule 12(b)(6) motion to dismiss, the plaintiff must plead

“enough facts to state a claim to relief that is plausible on its face.” Ashcroft

21

See R. Doc. 24.

22

See R. Doc. 24-1.

23

See R. Doc. 25.
5

v. Iqbal, 556 U.S. 662, 697 (2009) (quoting Bell Atl. Corp. v. Twombly, 550
U.S. 544, 570 (2007)). A claim is facially plausible when the plaintiff pleads
facts that allow the court to “draw the reasonable inference that the defendant
is liable for the misconduct alleged.” Id. at 678. A court must accept all
well-pleaded facts as true and must draw all reasonable inferences in favor of
the plaintiff. See Lormand v. US Unwired, Inc., 565 F.3d 228, 239 (5th Cir.
2009); Baker v. Putnal, 75 F.3d 190, 196 (5th Cir. 1996).
A legally sufficient complaint must establish more than a “sheer
possibility” that the plaintiff’s claim is true. Iqbal, 556 U.S. at 678. It need not
contain detailed factual allegations, but it must go beyond labels, legal
conclusions, or formulaic recitations of the elements of a cause of action. Id.
In other words, the face of the complaint must contain enough factual matter
to raise a reasonable expectation that discovery will reveal evidence of each
element of the plaintiff’s claim. Lormand, 565 F.3d at 257. If there are
insufficient factual allegations to raise a right to relief above the speculative
level, or if it is apparent from the face of the complaint that there is an
insuperable bar to relief, the claim must be dismissed. Twombly, 550 U.S. at
555.

III. DISCUSSION
6

Hasselman argues that, as principal of International Marine, Legacy
Marine’s claims against him personally must be dismissed because Louisiana
law generally provides that a member of a limited liability company is not
personally liable for the company’s debts, obligations, or liabilities.
Hasselman relies on Louisiana Revised Statute § 12:1320 to support his
argument.
Revised Statute § 12:1320 provides, in relevant part:
The liability of members . . . of a limited liability company
organized and existing under this Chapter shall at all times be
determined solely and exclusively by the provisions of this
Chapter.
Except as otherwise specifically set forth in this Chapter, no
member . . . of a limited liability company is liable in such capacity
for a debt, obligation, or liability of the limited liability company.
La. Rev. Stat. § 12:1320(A) - (B) (emphasis added). As the plain language of
the statutory text reveals, this provision is limited to members of Louisiana
limited liability companies.
Regarding foreign limited liability companies, Revised Statute § 12:1342
provides: “[t]he laws of the state or other jurisdiction under which a foreign
limited liability company is organized shall govern its organization, its internal
affairs, and the liability of its managers and members that arise solely out of
their positions as managers and members.” La. Rev. Stat. § 12:1342; see also
Thomas v. Bridges, 144 So. 3d 1001 (La. 2014) (“[Q]uestions of whether a LLC
7

has been validly formed and the extent of personal liability of members are
governed by the law of the state in which the LLC is organized.”).
Here, it is undisputed that International Marine is a limited liability
company organized and existing under the laws of Florida.24 Accordingly,
Louisiana’s general prohibition on personal liability actions against a LLC’s
members articulated in Revised Statute § 12:1320 does not apply. Because this
is the only argument Hasselman made in his 12(b)(6) motion to dismiss, the
Court denies the motion.

24

R. Doc. 22 at 2 ¶ 2 (admitting that International Marine is a
Florida limited liability company).
8

IV.

CONCLUSION
For the foregoing reasons, the Court DENIES Hasselman’s Motion to

Dismiss Pursuant to Federal Rule of Civil Procedure 12(b)(6).

2nd
New Orleans, Louisiana, this _______ day of December, 2015.

___________________________________
SARAH S. VANCE
UNITED STATES DISTRICT JUDGE

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