Firefighters' Retirement System et al v. Citco Group Limited et al

Filing 323

RULING: The 59 Motion to Dismiss for Lack of Personal Jurisdiction is GRANTED and 59 Motion to Dismiss for Failure to State a Claim for Relief is DISMISSED AS MOOT. The 71 Motion to Continue Submission Date is DENIED. Signed by Judge Shelly D. Dick on 9/15/2016. (LLH)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA

FIREFIGHTERS’ RETIREMENT
SYSTEM, ET. AL.

CIVIL ACTION

VERSUS

13-373-SDD-EWD

CITCO GROUP LIMITED, ET. AL.
RULING
Before the Court is Defendant Grant Thornton International Ltd.’s (“GTIL”) Motion
to Dismiss for Lack of Personal Jurisdiction and Failure to State a Claim for Relief.1 The
Motion is opposed.2 For the reasons set forth below, the Court finds that the Motion to
Dismiss for Lack of Jurisdiction should be granted.
I.

FACTUAL BACKGROUND
Plaintiffs, three Louisiana pension funds, Firefighters’ Retirement System,

Municipal Employees Retirement System of Louisiana, and New Orleans Firefighters’
Pension & Relief Fund filed suit against 23 defendants in State court.3 Plaintiffs asserted
claims under the Louisiana Securities Act and Louisiana Unfair Trade Practices Act, as
well as third party beneficiary, unjust enrichment, breach of contract, negligent
misrepresentation, and general tort claims. The matter was removed pursuant to 28

1

Rec. Doc. 59.
Rec. Doc. 81.
3
Firefighters' Retirement System, et al. v. Citco Group Limited, et al., Docket No. 619601, 19th Judicial
District Court, Parish of East Baton Rouge, Louisiana.
2

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U.S.C. §1452(a), and jurisdiction is maintained in this Court pursuant to 28 U.S.C.
1334(b).4
The Plaintiffs’ claims arise from a $100 million investment loss. In April of 2008,
the Plaintiff pension funds purchased 100,000 Series N Shares offered and issued by FIA
Leveraged Fund (hereafter “Leveraged”) for $100 million. After a series of investment
transactions initiated by Leveraged, in March of 2011, Plaintiffs sought to redeem their
Series N Shares. Ultimately, the Shares went unredeemed, and the Plaintiffs determined
that the investment was illiquid; thus, the N Shares, for which there was no market, were
valueless.
Defendant, Grant Thornton International Ltd. (“GTIL”), is a non-practicing,
international umbrella entity organized as a private company limited by a guarantee
incorporated in England and Wales and headquartered in London, England.5 GTIL
argues that it has utterly no contacts with Louisiana or the United States; therefore, the
Court cannot constitutionally exercise personal jurisdiction over GTIL.6

4

"[D]istrict courts shall have original but not exclusive jurisdiction of all civil proceedings arising under title
11, or arising in or related to cases under title 11." This Action is related to a bankruptcy case under Title
11 pending in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy
Court"). Specifically, on June 29, 2012, Fletcher International Ltd. ("FIL" or the "Debtor") filed a voluntary
petition under 11. U.S.C. §§ 101 et seq. SDNY Bankruptcy Court Case No. 12-12796. In this case, the 5th
Circuit has noted that “removal was proper based on the Chapter 11 proceedings, such that the district
court had subject matter jurisdiction at the time of removal.” (Rec. Doc. 222).
5
Rec. Doc. 59-2 and Rec. Doc. 112-1.
6
The Head of Finance-Treasurer for GTIL attests that GTIL does not maintain and never has maintained
an office, place of business, postal address or telephone listing in Louisiana; is not and never has been
licensed, and never has applied for a license, to conduct business in Louisiana; has no registered agent for
service of process in Louisiana; does not employ persons living or working in Louisiana; does not and never
has paid taxes, kept a bank account, or rented or owned any property in Louisiana; has never conducted
any business in Louisiana or with any companies domiciled in Louisiana, other than a passive website that
must be accessed by a visitor; GTIL does not market or advertise to persons or entities in Louisiana; has
never had contact with the plaintiffs or anyone else in Louisiana in connection with the documents or
transactions specified in the Petition and Amended Petitions; has never sent or received any documents to
or from the plaintiffs or anyone else in Louisiana in connection with the transactions specified in the Petition
and Amended Petitions. Rec. Doc. 59-2.

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II.

LAW AND ANALYSIS - Legal Standard for Personal Jurisdiction
This matter was removed pursuant to 28 U.S.C. §§ 1332(a), 1334(b), 1367, 1441,

1446 and 1452(a).7 GTIL consented to removal.8 The removing defendants further allege
that the Plaintiffs filed a proof of claim in Bankruptcy Case. This Court, affirmed by the
Fifth Circuit, has concluded that his case is properly in federal district court on “related to”
jurisdiction under § 1334(b).9 The removing defendants further allege that the Plaintiffs
filed a proof of claim in the Bankruptcy Case. This Court, affirmed by the Fifth Circuit, has
concluded that this case is properly in federal district court on “related to” jurisdiction
under § 1334(b).10 This is law of the case.
Defendants argue that the claims in this action are non-core state law claims, and
that assertion of personal jurisdiction over defendants in such removed non-core
proceedings based on a nationwide service of process bankruptcy rule is a violation of
the Due Process Clause of the Fifth Amendment.11 Defendants further argue that,
notwithstanding nationwide service of process, constitutional due process must
nonetheless be scrutinized under the purposeful minimum contacts analysis. The Court
agrees that a federal nationwide service of process authority does not suspend or
displace the constitutional guarantees of due process. However, as conceded by the
Defendants, the Fifth Circuit has upheld the constitutionality of nationwide service of
process.12 The question presented is whether GTIL has purposeful and meaningful

7

Rec. Doc. 1.
Id.
9
Rec. Doc. 222.
10
Id.
11
Rec. Doc. 297.
12
Busch v. Buchman, Buchman & O'Brien, Law Firm, 11 F.3d 1255 (5th Cir. 1994); Bellaire General Hosp.
v. Blue Cross Blue Shield, 97 F.3d 822, 826 (5th Cir. 1996).
8

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contacts with the United States, for under a federal statutory scheme that authorizes
nationwide service of process, the forum is the United States, not the particular State
where the action is filed.
A. General Jurisdiction
As noted, GTIL is a corporation formed under the laws of England and Wales and
has its principal place of business in London, England.13 Although GTIL was served
pursuant to Louisiana’s Long Arm Statute, the Bankruptcy Rules provide for nationwide
service of process. Bankruptcy Rule 7004(b) provides for service of process by virtually
the same manner and means as service on a non-Louisiana resident under Louisiana’s
Long Arm Statute.14
A court's exercise of personal jurisdiction over a non-resident defendant is
consistent with the Due Process Clause if the defendant has sufficient purposeful
minimum contacts with the forum such that requiring the defendant to defend its interests
in the forum does not “offend ‘traditional notions of fair play and substantial justice.”15
The Supreme Court instructs that "[t]he proper question is whether the defendant's
conduct connects him to the forum in a meaningful way."16
In this case, where a federal statute authorizes nationwide service of process, the
relevant sovereign or forum is not the particular State where the action is filed, but rather

13

Rec. Doc. 29-2 and Rec. Doc. 112-1.
LA R.S. 13:3204 requires that “a certified copy of a contradictory motion, rule to show cause, or other
pleading filed by the plaintiff. . . shall be sent to the defendant by registered or certified mail, or actually
delivered to the defendant by commercial courier. “ Compare Federal Rules of Bankruptcy Procedure, Rule
7004(b) which requires service by first class mail.
15
Burger King Corp. v. Rudzewicz, 471 U.S. 462, 474, 105 S.Ct. 2174, 2183, 85 L.Ed.2d 528 (1985);
International Shoe Co. v. Washington, 326 U.S. 310, 316, 66 S.Ct. 154, 158, 90 L.Ed. 95 (1945) (quoting
Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct. 339, 342, 85 L.Ed. 278 (1940)).
16
Walden v. Fiore, 134 S. Ct. 115, 1125 (2014).
14

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the forum to which the minimum contacts analysis is applied, which is the United States.17
Thus, the relevant inquiry is whether movant, GTIL “has sufficient contacts with the United
States to support the fairness of the exercise of jurisdiction over [it] by a United States
court.”18
GTIL resides in and has its principal place of business in London, England19 and
is a guarantee incorporated under the laws of England and Wales.20 The United States
Supreme Court in Daimler AG v. Bauman examined whether a foreign entity that is not
incorporated under the laws of, nor has its principal place of business in, a forum state is
subject to the general jurisdiction of that forum.21 In examining its prior holdings, the
Supreme Court stated, “Goodyear did not hold that a corporation may be subject to
general jurisdiction only in a forum where it is incorporated or has its principal place of
business; it is simply typed those places paradigm all-purpose forums.”22 The Court
rejected Plaintiffs’ reading of Goodyear, which would “approve the exercise of general
jurisdiction in every State in which a corporation ‘engages in substantial, continuous, and
systematic course of business.’”23 Under Daimler, the relevant inquiry “is not whether a

17

Busch v. Buchman, Buchman & O'Brien, Law Firm, 11 F.3d 1255 (5th Cir. 1994); Lentz v. Trinchard, 730
F.Supp.2d 567, 578 (E.D.La. 2010); “When a suit is in federal court on ‘related to’ bankruptcy jurisdiction. .
. the sovereign exercising authority is the United States, not the particular state where it was originally filed.”
In re Enron Corp. Sec., Derivative & ERISA Litig., 2011 WL 3516292, *3 (S.D. Tex. Aug. 11, 2011).
18
In re Federal Fountain, Inc., 165 F.3d 600, 602 (8th Cir.1999), citing, Fitzsimmons v. Barton, 589 F.2d
330, 333 (7th Cir.1979).
19
Rec. Doc. 1 states that GTIL is an Illinois corporation and was served in accordance with their appointed
agent for service of process in Chicago, Illinois. GTIL has appeared and is a Defendant in the present
case. GTIL contests jurisdiction and has presented evidence that it is a corporation formed under the laws
of England and Wales. The allegation that GTIL’s registered agent for service of process was properly
served, however, is uncontested. Likewise, GTIL’s attestation that it is not, in fact, an Illinois corporation
but is, rather, a foreign corporation is uncontested.
20
Rec. Doc. 59-2 and 112-1.
21
Daimler AG v. Bauman, 134 S.Ct. 746, 761 (2014).
22
Id. at 760.
23
Id. at 761.

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foreign corporation’s in-forum contacts can be said to be in some sense “continuous and
systematic,” it is whether that corporation’s “affiliations with the State are so ‘continuous
and systematic’ as to render [it] essentially at home in the forum State.”24
According to the recently outlined test for general personal jurisdiction in Daimler,
the Court must determine whether GTIL’s contacts with the United States are so
“‘continuous and systematic’ as to render” GTIL “essentially at home in the United
States.”25

As stated previously, GTIL is a guarantee incorporated under the laws of

England and Wales and has its principal place of business in London, England.26 Per the
declaration provided by the Head of Finance-Treasurer of GTIL, the Grant Thornton
network “consists of member firms that are separate legal entities, each organized under
the laws of its own jurisdiction.”27 GTIL is a “separate legal entity from each of the Grant
Thornton member firm, and is not licensed to provide accounting or auditing services in
any jurisdiction.”28 In the present case, the only apparent contacts that GTIL has with the
forum-the United States-is a registered agent for the service of process in Chicago,
Illinois.29
The Supreme Court in Perkins v. Benguet Consol. Mining Company found that a
foreign corporation was subject to general personal jurisdiction in the United States
despite being incorporated under the laws of a foreign state.30 The Perkins Court stated
that the foreign corporation “held directors’ meetings, business correspondence, banking,

24

Id. at 760.
Daimler, 134 S.Ct. at 761.
26
Rec. Doc. 59-2 and 112-1.
27
Rec. Doc. 59-2.
28
Id.
29
Rec. Doc. 1-3.
30
Perkins v. Benguet Consol. Mining Co., 342 U.S. 437 (1952).
25

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stock transfers, payment of salaries, purchasing of machinery.”31 In the present case,
Plaintiffs do not plead that GTIL conducted any activities commensurate with the foreign
corporation in Perkins. Like GTIL, the defendant in Perkins had registered agents for the
service of process in the relevant forum state; however, the Perkins Court held that it was
having a registered agent for service of process in concert with the continuous business
activities in the forum state that made the foreign corporation subject to the general
jurisdiction of the forum state.
Following Daimler and Perkins, the Fifth Circuit earlier this year in Patterson v.
Aker Solutions Incorporated held that a United States District Court did not have general
personal jurisdiction over a foreign corporation. In Patterson, the Fifth Circuit refused to
find general personal jurisdiction over a Norwegian corporation, Aker Subsea, that
entered eleven secondment agreements with a business based in the United States.32
The Patterson court reasoned that it would be an “exceptional case” to exercise general
personal jurisdiction over a corporation that is incorporated, and has its principal place of
business, in a foreign country.33
Using Perkins as the benchmark of the “exceptional case”
where it is appropriate to exercise general jurisdiction over a
corporation outside of its principal place of business or place
of incorporation, we hold that Aker Subsea’s contacts fall well
short of effectively operating its business within the United
States. At most, Aker Subsea sent eleven of its employees to
the United States when it entered into the secondment
agreements with its affiliate. These contacts are insufficient
to make Aker Subsea essentially at home in the United
States.34

31

Id. at 445.
Patterson v. Aker Solutions Inc., 826 F.3d 231, 235 (5th Cir. 2016).
33
Id. at 234.
34
Id. at 235.
32

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In light of this controlling jurisprudence from the Supreme Court and the Fifth
Circuit, the Court must determine whether GTIL’s contacts with the United States are so
“‘continuous and systematic’ as to render [it] essentially at home” 35 in the United States,
and whether GTIL’s actions merit an “exceptional case”36 where it is appropriate for the
court to exercise general personal jurisdiction. Given that GTIL is not incorporated under
the laws of any state in the United States, nor does it have its principal place of business
in the United States, the mere fact that GTIL has a registered agent for the service of
process alone, absent any other contact with the United States, does not make GTIL’s
contacts with the United States so “‘continuous and systematic’ as to render [it] essentially
at home” 37 in the United States. GTIL’s single act of having a registered agent for the
service of process is not tantamount to the running of a business in the United States,
like the defendant in Perkins.38 Moreover, GTIL’s single act is not analogous to the
actions of the foreign corporation in Patterson which entered eleven different employment
contracts with a business based in the United States, which the Fifth Circuit still found
was insufficient to merit the “exceptional case” where it is appropriate for the court to
exercise general personal jurisdiction.39 Given that GTIL’s one act, having a registered
agent for the service of process, does not rise to the level of “‘continuous and systematic’
as to render [it] essentially at home” 40 in the United States, because it is not tantamount
to running its business operations in the United States, the Court declines to find in the

35

Daimler, 134 S.Ct. at 761.
Patterson, 826 F.3d at 235.
37
Daimler, 134 S.Ct. at 761.
38
Patterson, 826 F.3d at 235.
39
Patterson, 826 F.3d at 235.
40
Daimler, 134 S.Ct. at 761.
36

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present case that GTIL’s contact with the United States is an “exceptional case” where it
is appropriate for the court to exercise general personal jurisdiction.41
B. Specific Jurisdiction
Even when the defendant lacks “continuous and systematic contacts” to support
general jurisdiction, the court may still exercise specific jurisdiction “in a suit arising out of
or related to the defendant’s contacts with the forum.”42 Specific jurisdiction “focuses on
the relationship among the defendant, the forum, and the litigation.”43 “[T]o exercise
jurisdiction consistent with due process, the defendant’s suit-related conduct must create
a substantial connection with the forum state.”44 The Fifth Circuit employs a three-step
analysis for the specific jurisdiction inquiry: (1) whether the defendant has minimum
contacts with the forum state, i.e., whether it purposely directed its activities toward the
forum state or purposely availed itself of the privileges of conducting activities there; (2)
whether the plaintiff’s cause of action arises out of or results from the defendant’s forumrelated contacts; and (3) whether the exercise of personal jurisdiction is fair and
reasonable.45 If the plaintiff can establish the first two prongs, the burden shifts to the
defendant to show that exercising jurisdiction would be unfair or unreasonable.46
Plaintiffs argue that GTIL’s preparation of the Leveraged Audit Reports and
purposefully directing them towards the forum, the United States, subject GTIL to the
specific jurisdiction of this Court.47 The cases relied upon by Plaintiffs stand for the

41

Patterson, 826 F.3d at 235.
Luv n’ care, 438 F.2d 465, 469 (quoting Helicopteros Nacionales, 466 U.S. 408, 414, (1984)).
43
Walden v. Fiore, 134 S.Ct. 1115, 1121 (2014)(quoting Keeton v. Hustler Magazine, Inc., 465 U.S. 770,
775 (1984)).
44
Id.
45
Monkton, 768 F.3d 429 at 433(quoting Seiferth at 271).
46
Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 271 (5th Cir. 2006) (citations omitted).
47
Rec. Doc. 82 (citing Wien Air Alaska, Inc. v. Brandt, 195 F.3d 208, 213 (5th Cir. 1999).
42

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proposition that affirmative misrepresentations and omissions specifically directed to
persons in the forum may support an assertion of specific jurisdiction. Plaintiffs’ argument
is unavailing because Plaintiffs do not plead any direct or purposeful communication by
GTIL directed at the United States in the present cause of action.
Plaintiffs further argue that the exercise of jurisdiction over GTIL is proper because
fraud was directed at the Plaintiffs located in the United States.48 Plaintiffs argue that
“Grant Thornton prepared the Leveraged Audit Reports for Leveraged, which Leveraged
Audit Reports were sent directly to Louisiana residents.”49 In fact, the Declaration of
GTIL’s Head of Finance-Treasurer50 reveals that GTIL did not provide accounting or
auditing services to Leverage, Arbitrage, or any of the “Fletcher Funds”, nor did GTIL
“participate or play any role in any specific services that GT-Cayman may have provided
to Leverage, Arbitrage, or the Fletcher Funds.”51

Furthermore, the Supplemental

Declaration reveals that GTIL has never prepared or disseminated audited financial
statements or audit reports regarding the Fletcher Funds or any other person or entity,
and that it was Grant Thornton Cayman (“GT-Cayman”) that prepared the audit report in
the present case.52 The allegations of the Petition do not adequately plead facts to
suggest that perpetration of a fraud in the forum of the United States was committed by
GTIL or that any level of control was exercised by GTIL over the alleged fraud.
Plaintiffs allege that GTIL “desires to wash its hands of the conduct of its selfappointed boogieman known as ‘Grant Thornton Cayman’ without accurately informing

48

Id.
Id.
50
Rec. Doc. 59-2.
51
Id.
52
Id.
49

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the Court of Grant Thornton’s relationship with member firms in assuring proper auditing
procedures.”53 However, both the Declaration and the Supplemental Declaration, offered
by the Head of Finance-Treasurer of GTIL, clearly outline the relationship between GTIL
and Grant Thornton Cayman.54 “GTIL does not own, in part or in whole, any interest in
the Cayman Islands member firm (“GT-Cayman”) that performed the audit work at issue
in this case.”55 GTIL and GT-Cayman have separate headquarters, GTIL in London,
England, and GT-Cayman in Grand Cayman, Cayman Islands.56 GTIL and GT-Cayman
do not have any officers or directors in common, GTIL and GT-Cayman maintain separate
accounting systems, GTIL does not finance the operations of GT-Cayman, GTIL did not
cause the incorporation of GT-Cayman, GTIL does not pay any salaries or other
expenses incurred by GT-Cayman, nor do GTIL and GT-Cayman own any common
property.57 While “GTIL has implemented certain policies and procedures, developed an
audit planning tool, and periodically conducts reviews of its member firms to aid its
members in providing consistent quality of service, GTIL does not exercise complete
authority over the general policies and day-to-day operations of GT-Cayman.”58

The

Supplemental Declaration makes clear that GTIL member firms, like GT-Cayman, “do not
relinquish control over the work they perform for their clients to the GTIL organization”,
and “GT-Cayman is responsible for accepting and choosing its own engagements, clients
and partners, and GT-Cayman exercises its own independent professional judgment

53

Rec. Doc. 82.
Rec. Doc. 59-2 and Rec. Doc. 112-1.
55
Rec. Doc. 112-1.
56
Id.
57
Id.
58
Id.
54

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when performing audit work on behalf of its clients.”59

Furthermore, the offering

Memorandum and the Leveraged Audit Reports include the name Grant Thornton with a
Grand Cayman, Cayman Islands address.60
Plaintiffs rely on the decision In re Parmalat Securities Litigation in support of their
argument that the relationship between GTIL and GT-Cayman is a “highly complex factual
relationship involving various degrees of control.”61 Plaintiffs’ reliance on In re Parmalat,
however, is misguided. In re Parmalat examined the relationship between Grant Thornton
International (“GTI”), an Illinois based US corporation, and Grant Thornton Italy (‘GTItaly”) a foreign subsidiary of GTI.62 GTI and GTIL, the organization that Plaintiffs sued
in the present case, are separate legal entities formed under different laws- GTI under
the incorporation laws of Illinois, and GTIL under the laws of England and Wales. As
Defendants note in their Memorandum in Support of Motion to Dismiss, GTI was a prior
umbrella entity that is not the same legal entity as GTIL in the present case.63
Furthermore, unlike the plaintiff’s in In re Parmalat, who specifically pleaded actions on
the part of GTI in overseeing the auditing actions on the part of GT-Italy, Plaintiffs in the
present case do not plead that GTIL took any action in preparing the audit reports in
question. Because the legal entities in In re Parmalat and the present case are distinct,
and the Plaintiffs herein do not plead any actions on the part of GTIL in overseeing or
directing the audit prepared by GT-Cayman in the present case, the Court finds that In re
Parmalat is not persuasive.

59

Id.
Rec. Doc. 59-6.
61
In re Parmalat Securities Litigation, 598 F.Supp.2d 569 (S.D.N.Y. 2009).
62
Id.
63
Rec. Doc. 129.
60

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The Southern District of New York in Ho v. Duoyuan Global Water, Inc. granted
GTIL’s 12(b) motion in a nearly factually identical case.64 Like the Plaintiffs in the present
case, the plaintiffs in Ho “alleged that the Grant Thornton name signifies that GTIL was
the party to whom the statement is attributable and thus, ultimately liable.”65 Plaintiffs in
the present case argue that the mere use of Grant Thornton on the relevant reports
implicates GTIL for the actions of GT-Cayman, the entity that actually prepared the audit
reports in question.66

The relevant communication in Ho was prepared by GT-Hong

Kong and “had ‘Hong Kong’ written several lines below the signature in smaller font on
the audit documents, referred to the place of signing, not the name of the company that
signed the audits.”67 The relevant communication in the present case included the
address of Grant Thornton in the Caymans and also included the place of signing as
George Town, Grand Cayman.68 Like the plaintiffs in Ho, Plaintiffs herein “have not pled
sufficient facts for the claim that the signature by Grant Thornton is attributable to GTIL.”69
Here, Plaintiffs merely argue:
it is disingenuous and unethical for Grant Thornton to market
its international and worldwide expertise on one hand in
seeking business, use the name “Grant Thornton” as a
representative of the entire company that is the fourth largest
firm in the world, then when a problem comes up with the
Securities and Exchange Commission such as the case of the
Leveraged Audit Reports, attempt to argue that it is the
problem of “the boys located in the Caymans.”70

64

Ho v. Duoyuan Global Water, Inc, 887 F.Supp.2d 547, 577 (S.D.N.Y. 2012).
Id. at 576.
66
Rec. Doc. 82.
67
Ho. at 576.
68
Rec. Doc. 59-6.
69
Ho, 887 F.Supp.2d at 576.
70
Rec. Doc. 82.
65

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Citing the Supreme Court decision in Janus Capital Group, the court noted: “the fact that
the two parties share a similar name is not indicative that both may be held liable for the
alleged misstatements, even if GTIL and GT-HK share close business relationships.”71
Like the plaintiffs in Ho, Plaintiffs in the present case “have not pled facts that support the
claim that GTIL made the misstatements in the filings by showing that GTIL had ultimate
authority over the GT-Hong Kong.”72 Given the strong factual similarities between Ho
and the present case, the Court finds that the same analysis and reasoning in Ho applies
to the facts of this case.
Plaintiffs also argue that the preparation and direction of the Leveraged Audit
Reports towards the forum the United States by GTIL subjects GTIL to the specific
jurisdiction of this Court.73 However, the both the Declaration and the Supplemental
Declaration, offered by the Head of Finance-Treasurer of GTIL, clearly demonstrate that
GTIL did not direct the actions of GT-Cayman in preparing the audits in question.74
Plaintiffs do not traverse these statements made by the Head of Finance-Treasurer of
GTIL but simply state that “it is disingenuous and unethical” for GTIL to not be liable for
the actions of the audit of GT-Cayman.75 Furthermore, GTIL does “not plead sufficient
facts for the claim that the signature by Grant Thornton is attributable to GTIL.”76 Because
Plaintiffs did not plead that GTIL oversaw or directed the Audit Reports by GT-Cayman
that were directed at the United States, the Court cannot find that GTIL purposely directed

71

Ho, 887 F.Supp.2d at 577. See Janus Capital Group Inc., 564 U.S. 135, 147 (2011).
Id.
73
Rec. Doc. 82 (citing Wien Air Alaska, Inc. v. Brandt, 195 F.3d 208, 213 (5th Cir. 1999)).
74
Rec. Doc. 59-2 and Rec. Doc. 112-1.
75
Rec. Doc. 82.
76
Ho, 887 F.Supp.2d 547 at 577.
72

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its activities toward the United States. Moreover, Plaintiffs cause of action did not arise
from GTIL’s forum-related contacts because Plaintiffs do not plead sufficient facts to
support the assertion that GTIL is responsible for the actions of GT-Cayman. Accordingly,
Plaintiffs’ cause of action cannot arise out of GTIL’s related contact with the United States
because GTIL had no contact with the United States in this cause of action. The Court
finds it lacks specific personal jurisdiction over GTIL.
III.

CONCLUSION
For the above stated reasons, Defendant GTIL’s Motion to Dismiss for Lack of

Personal Jurisdiction77 is GRANTED. Defendant GTIL’s Motion to Dismiss for Failure to
State a Claim for Relief78 is DISMISSED as Moot.
Plaintiffs fail to allege, with reasonable particularity, facts which would suggest the
possible existence of minimum requisite contacts necessary to support the assertion of
personal jurisdiction over GTIL. Where, as here, the Plaintiffs fail to make a “preliminary
showing of jurisdiction” a request for jurisdictional discovery is properly denied.”79 The
Court finds that jurisdictional discovery as to GTIL would serve no useful purpose.
Accordingly, the Plaintiff’s Motion to Continue Submission Date to Allow Jurisdictional
Discovery to GTIL is DENIED.80
Signed in Baton Rouge, Louisiana the 15th day of September, 2016.

S

JUDGE SHELLY D. DICK
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
77

Rec. Doc. 59.
Rec. Doc. 59.
79
Fielding v. Huber Burda Media, Inc., 415 F.3d 419, 429 (5th. Cir. 2005).
80
Rec. Doc. 71.
78

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