State of Louisiana v. Bank of America, N.A. et al

Filing 181

RULING granting 149 Motion to Dismiss for Failure to State a Claim as to its 12(b)(2) arguments. The 12(b)(6) component of that Motion is DENIED as moot. Plaintiff has now had three opportunities to amend its Complaint. As such, Plaintiff's action against BBPLC is dismissed with prejudice. Signed by Chief Judge Shelly D. Dick on 3/31/2021. (EDC)

UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
STATE OF LOUISIANA,
By and through its,
Attorney General
JEFF LANDRY
CIVIL ACTION
VERSUS
19-638-SDD-SDJ
BANK OF AMERICA, N.A., et al.
RULING
In this matter before the Court is a Motion to Dismiss Pursuant to Federal Rules of
Civil Procedure 12(B)(2) and 12(B)(6)1 filed by Defendant, Barclays Bank PLC (“BBPLC”).
Plaintiff, the State of Louisiana (“Plaintiff”) filed an Opposition,2 to which BBPLC filed a
Reply.3 For the following reasons, the Court finds the Motion should be granted, and this
action dismissed with prejudice as to BBPLC.
I.

BACKGROUND
Plaintiff alleges that BBPLC, both individually and through its subsidiary, Barclays

Capital Investments (“BCI”), conspired to fix prices in the market for government
sponsored entity (“GSE”) bonds. For the purposes of this Ruling, “Barclays” refers to both
BBPLC and BCI as well as the other members of the Barclays corporate group who are
not named in this suit. The Court recently reviewed the salient details of the GSE bond
market in a prior Ruling.4 Plaintiff alleges that BBPLC is liable under § 1 of the Sherman

1

Rec. Doc. No. 149.
Rec. Doc. No. 154.
3
Rec. Doc. No. 162.
4
State of Louisiana v. Bank of America, N.A., et al, 19-CV-638-SDD-SDJ, Rec. Doc. No. 179.
2

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Act. The Court must consider BBPLC’s jurisdictional objections before turning to the
substantive claims.
BBPLC argues that this Court lacks personal jurisdiction over it. Plaintiff disagrees
and advances three distinct bases for the Court’s exercise of jurisdiction. First, BBPLC
has sufficient minimum contacts to justify the exercise of specific personal jurisdiction.5
Second, BBPLC has sufficient national contacts to justify the exercise of personal
jurisdiction under Fed. R. Civ. P. 4(k)(2), and/or BCI has sufficient national contacts and
those can be imputed to BBPLC under an alter ego theory.6 And third, BCI has sufficient
minimum contacts to justify the exercise of specific personal jurisdiction, and BCI is
merely an alter ego of BBPLC, so BCI’s contacts can be imputed to BBPLC.7 BBPLC
notes that Plaintiff relies on allegations against BCI but never properly served it.8 The
Court will address each argument in turn.
II.

LAW AND ANALYSIS
A. Personal Jurisdiction Based on BBPLC’s Contacts
A federal district court sitting in diversity may exercise personal jurisdiction over a

foreign defendant if: (1) the long-arm statute of the forum state enables personal
jurisdiction over the defendant, and (2) the exercise of personal jurisdiction is consistent
with the Due Process Clause. The due process and long-arm statute inquiries merge
because Louisiana's long-arm statute extends jurisdiction coextensively with the limits of
the Due Process Clause.9

5

Rec. Doc. No. 154-1, p. 2.
Id.
7
Id.
8
Rec. Doc. No. 162, p. 1–2.
9
Petroleum Helicopters, Inc. v. Avco Corporation, 834 F.2d 510, 512 (5th Cir.1987).
6

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A court may exercise specific jurisdiction10 in conformity with due process “in a suit
arising out of or related to the defendant's contacts with the forum”11 when the “‘nonresident defendant has purposefully directed its activities at the forum state and the
litigation results from alleged injuries that arise out of or relate to those activities.’”12 The
Fifth Circuit follows a three-step analysis for specific personal jurisdiction. First, a court
must determine “whether the defendant has minimum contacts with the forum state, i.e.,
whether it purposely directed its activities toward the forum state or purposefully availed
itself of the privileges of conducting activities there.”13 The non-resident’s “‘purposeful
availment’ must be such that the defendant ‘should reasonably anticipate being haled into
court’ in the forum state.”14 Second, a court considers “whether the plaintiff's cause of
action arises out of or results from the defendant's forum-related contacts.”15 Third,
“[e]ven if minimum contacts exist, the exercise of personal jurisdiction over a non-resident
defendant will fail to satisfy due process requirements if the assertion of jurisdiction
offends traditional notions of fair play and substantial justice.”16
“When a non-resident defendant presents a motion to dismiss for lack of personal
jurisdiction, the plaintiff bears the burden of establishing the court's jurisdiction over the
non-resident.”17 When a district court rules on a motion to dismiss without an evidentiary

10

Plaintiff does not allege general jurisdiction.
Luv N' Care, Ltd., v. Insta–Mix, Inc., 438 F.3d 465, 469 (5th Cir. 2006) (internal citations omitted).
12
Choice Healthcare, Inc. v. Kaiser Found. Health Plan of Colo., 615 F.3d 364, 368 (5th Cir. 2010) (quoting
Walk Haydel & Assocs., Inc. v. Coastal Power Prod. Co., 517 F.3d 235, 243 (5th Cir.2008)).
13
Seiferth v. Helicopteros Atuneros, Inc., 472 F.3d 266, 271 (5th Cir. 2006).
14
Ruston Gas Turbines, Inc. v. Donaldson Co., Inc., 9 F.3d 415, 419 (5th Cir. 1993) (quoting World-Wide
Volkswagen Corp. v. Woodson, 444 U.S. 286, 297 (1980)). See also Burger King Corp. v. Rudzewicz, 471
U.S. 462, 475 (“This ‘purposeful availment requirement ensures that a defendant will not be haled into a
jurisdiction solely as a result of ‘random,’ ‘fortuitous,’ or ‘attenuated’ contacts.”) (citations omitted); In re
Chinese Manufactured Drywall Products Liability Litigation, 742 F.3d 576, 588 (5th Cir. 2014).
15
Seiferth, 472 F.3d at 271.
16
Ruston Gas Turbines, 9 F.3d at 421 (internal citations omitted).
17
Stuart v. Spademan, 772 F.2d 1185, 1192 (5th Cir. 1985).
11

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hearing, the plaintiff need only present a prima facie case of personal jurisdiction.18 At
this stage, uncontroverted allegations in the complaint must be taken as true, and conflicts
between the parties' affidavits must be resolved in the plaintiff’s favor.19 To aid resolution
of the jurisdictional issue, a court “may receive interrogatories, depositions or any
combination of the recognized methods of discovery . . . . But even if the court receives
discovery materials, unless there is a full and fair hearing, it should not act as a fact finder
and must construe all disputed facts in the plaintiff's favor and consider them along with
the undisputed facts.”20
Plaintiff—who bears the burden of establishing jurisdiction—argues that the Court
has specific jurisdiction over BBPLC based on BBPLC’s own contacts with Louisiana.21
In support, Plaintiff alleges that BBPLC maintains an office and registered agent in this
state; “did business in the state”; owns or partially owns companies that have done
business in the state; and has entered into unrelated securities and mortgage loan
transactions in the state.22 BBPLC attached as an exhibit to its Motion the affidavit of
Stephen Shapiro, BBPLC’s Company Secretary, who attests that BBPLC has no
operating branches in Louisiana and “did not underwrite, purchase or sell securities
issued by U.S. government-sponsored entities in or to the State of Louisiana between
2009 and 2016.”23 Plaintiff does not controvert the affidavit.

18

Trinity Indus., Inc. v. Myers & Assoc., Ltd., 41 F.3d 229, 230 (5th Cir. 1995).
D.J. Inv., Inc. v. Metzeler Motorcycle Tire Agent Gregg, Inc., 754 F.2d 542, 546 (5th Cir. 1985).
20
Walk Haydel & Assocs., Inc. v. Coastal Power Prod. Co., 517 F.3d 235, 241–42 (5th Cir. 2008) (holding
that the district court erred in requiring a plaintiff to establish more than a prima facie case even after a
limited pretrial evidentiary hearing) (internal citations and quotations omitted).
21
Rec. Doc. No. 154-1, p. 2.
22
Rec. Doc. No. 130; Rec. Doc. No. 154-1, p. 4–5.
23
Rec. Doc. No. 149-2, p. 2.
19

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Even accepting the dubious proposition that Plaintiff has sufficiently alleged
minimum contacts, Plaintiff has not established that the Court has specific personal
jurisdiction over BBPLC under this theory because Plaintiff has not alleged that its cause
of action arises out of BBPLC’s contacts with Louisiana. The closest thing to an allegation
that BBPLC transacted with Louisiana in the GSE bond market is “Barclays Bank PLC
has specifically sold securities to the State of Louisiana and engaged in the sale of
FNMA[,] FHLMC[,] or FHLB[,] securities in the State of Louisiana.”24 Plaintiff does not
allege that the named securities were price fixed, that the securities are the ones at issue
in this case, or even when the securities were purchased.25 On the other hand, Shapiro’s
uncontroverted affidavit states unequivocally that BBPLC had no GSE bond transactions
with the State of Louisiana during the relevant time period.26 Because BBPLC has
disputed the factual grounds for personal jurisdiction, the Court may consider the record
before it including “affidavits, interrogatories, depositions, oral testimony, or any
combination of the recognized methods of discovery.”27
Shapiro’s uncontroverted affidavit establishes that BBPLC had no GSE bond
transactions with Plaintiff during the relevant period. Plaintiff offers nothing more than
restatements of its vague allegations in the Second Amended Complaint to suggest
otherwise. Plaintiff has failed to establish that its cause of action for the alleged price fixing

24

Rec. Doc. No. 130, p. 11.
Plaintiff does allege that it transacted in the GSE bond market with “Barclays” from July 1, 2010 to June
30, 2011 and from July 1, 2012 to June 30, 2013. Rec. Doc. No. 130, p. 80–83. It is unclear which Barclays
defendant the allegation refers to. On page 52 of the Second Amended Complaint, Plaintiff provides a
chatroom transcript labeled as applicable to defendant “Barclays” that alleges what a BCI trader did.
Subsequently, Plaintiff refers twice to “Barclays PLC.” Id. at 78, 79. Therefore, it appears that “Barclays”
refers to BCI. In any event, the uncontroverted Shapiro affidavit refutes any purported allegation that BBPLC
transacted in the GSE bond market with Plaintiff.
26
Rec. Doc. No. 149-2, p. 2.
27
Quick Technologies, Inc. v. Sage Group PLC, 313 F.3d 338, 344 (5th Cir. 2002).
25

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of GSE bonds arises out of BBPLC’s forum contacts, so BBPLC’s contacts cannot form
the basis of the Court’s exercise of jurisdiction.
B. Personal Jurisdiction Based on BCI’s Contacts
Plaintiff argues that the Court can impute BCI’s contacts to BBPLC for jurisdictional
purposes. Generally, “the proper exercise of personal jurisdiction over a non-resident
corporation may not be based solely upon the contacts with the forum state of another
corporate entity with which the defendant may be affiliated.”28 “[T]he presumption of
institutional independence of related corporate entities may be rebutted by ‘clear
evidence,’ which requires a showing of ‘something beyond’ the mere existence of a
corporate relationship between a resident and non-resident entity to warrant the exercise
of jurisdiction over the non-resident.”29 Courts use the Hargrave factors to determine
whether the plaintiff has overcome the presumption of corporate separateness:
(1) the amount of stock owned by the parent of the subsidiary; (2) whether
the entities have separate headquarters, directors, and officers; (3) whether
corporate formalities are observed; (4) whether the entities maintain
separate accounting systems; and (5) whether the parent exercises
complete control over the subsidiary's general policies or daily activities.30
The Fifth Circuit has noted that “the maintenance of corporate formalities tips in favor of
finding that the entities are not alter egos, even where other factors support an alter ego
relationship.”31 “[I]t is well-settled that where. . . a wholly owned subsidiary is operated as
a distinct corporation, its contacts with the forum cannot be imputed to the parent.”32

28

Freudensprung v. Offshore Tech. Servs., Inc., 379 F.3d 327, 346 (5th Cir. 2004).
Id. (quoting Dickson Marine, Inc. v. Panalpina, Inc., 179 F.3d 331, 338 (5th Cir.1999)).
30
Dickson Marine Inc., 179 F.3d at 339 (5th Cir. 1999) (citing Hargrave v. Fibreboard Corp., 710 F.2d 1154
(5th Cir.1983).
31
Diece-Lisa Indus., Inc. v. Disney Enterprises, Inc., 943 F.3d 239, 251 (5th Cir. 2019) (internal citations
omitted).
32
Southmark Corp. v. Life Inv'rs, Inc., 851 F.2d 763, 773–74 (5th Cir. 1988).
29

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The parties agree that the Hargrave factors control the analysis. Plaintiff alleges in
support of its alter ego theory of jurisdiction that BBPLC: owns the entirety of BCI through
two holding companies, can install BCI’s officers, and controls BCI’s board of directors.33
Plaintiff relies heavily on the terms of the U.S. Resolution Plan (“the Plan”) that Barclays
executed in order to comply with the Dodd Frank Act and urges the Court to consider it.34
Plaintiff contends that the Plan demonstrates BBPLC’s complete control over its
subsidiary BCI such that the imputation of BCI’s contacts is appropriate.35
The Court can consider the Plan because it is incorporated into the complaint by
reference, but Plaintiff actually cites to two iterations of Barclays’s U.S. Resolution Plan—
the 2013 version and the 2018 version.36 Notably, each of the purported admissions by
BBPLC as to its degree of control over BCI is within the 2018 Plan, which is outside the
relevant time period for this suit.37 Only one relevant allegation is contained in the 2013
Plan, which is that BCI is a subsidiary of BBPLC.38 While the parties do not raise the
issue, the Court rejects Plaintiff’s position that the 2018 Plan is germane to the degree of
control for a prior time period, namely 2009 to 2016, the relevant time period here.39 Since
Plaintiff alleges that the Court has specific jurisdiction over BBPLC because of BCI’s

33

Rec. Doc. 130, p. 12–14. Plaintiff asserts in its Opposition that Barclays and BCI share an office in New
York and at least one officer. Rec. Doc. No. 154-1, p. 19. The Court cannot consider these allegations
because “it is axiomatic that a complaint cannot be amended by briefs in opposition to a motion to dismiss.”
See Becnel v. St. Charles Par. Sheriff's Office, No. 15-1011, 2015 WL 5665060, at *1 n.3 (E.D. La. Sept.
24, 2015) (quoting In re Enron Corp. Sec., Derivative & ERISA Litig., 761 F. Supp. 2d 504, 566 (S.D. Tex.
2011) (collecting cases)).
34
Id. Rec. Doc. No. 154-1, p. 19.
35
Id. at 10–19.
36
Randall D. Wolcott, M.D., P.A. v. Sebelius, 635 F.3d 757, 763 (5th Cir. 2011).
37
Compare Rec. Doc. No. 154-1, p. 13–14 with Barclays 2018 US. Resolution Plan, p. 15, 9, 14, 12.
https://www.fdic.gov/regulations/reform/resplans/plans/barclays-165-1807.pdf
38
Barclays
2013
U.S.
Resolution
Plan
p.
7
available
at
https://www.federalreserve.gov/bankinforeg/resolution-plans/barclays-plc-1g-20131001.pdf
39
If the Court were to accept this argument, then the corollary would be that a party could relinquish control
of an entity in order to defeat an imputation of contacts theory after the acts giving rise to suit had occurred.

65622 

contacts, the focus is on the contacts and necessarily the time period when they occurred.
But the Court need not answer this question. Even if the Court considers the 2018 Plan
relevant to the imputation of contacts question, Plaintiff has still failed to rebut the
presumption of corporate independence.
Plaintiff attaches primary importance to the following statement from the 2018
Plan:
Barclays’ US-Specific Resolution Strategy to meet requirements of Section
165(d) of the Dodd-Frank Act is a SPOE Strategy. Under the US-Specific
Resolution Strategy only the US IHC would enter bankruptcy. Our US
BrokerDealer will undergo a solvent wind down, our US IDI will be sold, and
our New York Branch will remain outside of insolvency proceedings and
may be placed under heightened supervision by its state regulator.40
Plaintiff argues that this statement is indicative of BBPLC’s total control over BCI because
BBPLC can “cause [BCI] to wind down its activities without filing bankruptcy, effectively
demonstrating that it can control its day to day business and cause it to cease to exist.”41
BBPLC counters that the above statement is reflective of BCI’s commitment to the
federal government to wind down in the event of financial distress.42 The use of the word
“Barclays” in the statement is instructive. The 2018 Plan defines “Barclays” as “Barclays
PLC together with its subsidiaries and/or Barclays Bank PLC together with its
subsidiaries.”43 In other words, the above statement is a commitment by all of the Barclays
entities to agree to a wind down—not an admission by BBPLC that it can cause BCI to
wind down. Plaintiff’s reliance on this statement is misplaced.

40

Rec. Doc. No. 154-1, p. 13.
Rec. Doc. No. 154-1, p. 16.
42
Rec. Doc. No 162, p. 6–7.
43
Barclays 2018 U.S. Resolution Plan, p. 5 n. 1.
41

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Shapiro’s affidavit sounds the death knell of Plaintiff’s imputation of contacts
argument. Shapiro attests that “[BBPLC] is a separate and distinct legal entity from (a)
Barclay Capital Inc….[i]t keeps its own books and records, has its own officers and
directors, and properly observes corporate forms and formalities according to the laws
under which it is organized.”44
Application of the Hargrave factors compels the conclusion that the Court cannot
impute BCI’s contacts to BBPLC. Plaintiff alleges that BBPLC indirectly owns all of BCI’s
stock which weighs in favor of imputation. Shapiro’s affidavit establishes that the
corporations have different officers and directors.45 And, while Plaintiff alleges that BCI is
headquartered in New York,46 Shapiro’s affidavit establishes that BBPLC is
headquartered in England.47 To the extent Plaintiff alleges corporate formalities are not
observed, Shapiro’s affidavit expressly refutes that contention.48 To the extent Plaintiff
alleges joint accounting systems, Shapiro attests that the corporations “keep [their] own
books and records.”49 Finally, Plaintiff’s only non-conclusory allegation as to the
“complete control over the subsidiary’s general policies or daily activities” prong is the
above statement from the 2018 Plan. The Court agrees with BBPLC’s characterization of
the statement insofar as it is not admission of complete control by BBPLC. Rather, the
statement indicates an agreement between the Barclay’s family of companies and the
federal government. Especially since the Fifth Circuit has placed a thumb on the scale in

44

Rec. Doc. 149-2, p. 2–3.
Rec. Doc. No. 149-2, p. 2.
46
Rec. doc. No. 130, p. 11.
47
Rec. Doc. No. 149-2, p. 1.
48
Id. at 2.
49
Id. at 2–3
45

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favor of not imputing contacts where corporate formalities are observed,50 Plaintiff has
fallen far short of alleging “clear evidence” of “something beyond” the existence of a
corporate relationship. As such, the Court will not impute BCI’s contacts to BBPLC.
C. Nationwide Personal Jurisdiction under Fed. R. Civ. P. 4(k)(2)
Plaintiff appears to argue that the Court may exercise specific nationwide
jurisdiction over BBPLC under Fed. R. Civ. P. 4(k)(2).51 While the briefing is less than
clear, Plaintiff seems to argue that BBPLC is subject to the Court’s jurisdiction both on
the basis of its own contacts52 and those of BCI which can be imputed to it. Since the
Court has already concluded that it BCI’s contacts are not imputable to BBPLC, the Court
need only consider the first argument.
Rule 4(k)(2) provides:
For a claim that arises under federal law, serving a summons or filing a
waiver of service establishes personal jurisdiction over a defendant if: (A)
the defendant is not subject to jurisdiction in any state's courts of general
jurisdiction; and (B) exercising jurisdiction is consistent with the United
States Constitution and laws.
Rule 4(k)(2) provides for “personal jurisdiction over foreign defendants for claims
arising under federal law when the defendant has sufficient contacts with the nation as a

50

Diece-Lisa Indus., Inc. v. Disney Enterprises, Inc., 943 F.3d 239, 251 (5th Cir. 2019); “[I]t is well-settled
that where. . . a wholly owned subsidiary is operated as a distinct corporation, its contacts with the forum
cannot be imputed to the parent.” Southmark Corp. v. Life Inv'rs, Inc., 851 F.2d 763, 773 (5th Cir. 1988).
51
Rec. Doc. No. 154-1, p. 6–8. The Opposition states:
The Plaintiff has filed a Sherman Act claim against the Defendant, BCI, which is being
plead in the Second Amended Complaint as the alter ego of the Defendant, BBPLC.
Therefore, if the Plaintiff has stated a claim that this is an alter ego corporation, therefore,
specific jurisdiction exists for the claim against BBPLC due to the federal question of an
anti-trust violation under the Sherman Act. World Tanker at 721. The question of whether
BCI is an alter ego of BBPC and thus whether vicarious liability exists is discussed in full
below.
52
“BBPLC has national contacts and as such is subject to jurisdiction in the State of Louisiana pursuant to
F.R.C.P. 4(k)(2) pursuant to Fifth Circuit precedent in World Tanker Carriers Corp. v. MV Ya Mawlaya, 99
F.3d 717, 720 (5th Cir. 1996).” Rec. Doc. No. 154-1, p. 2.

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whole to justify the imposition of United States' law but without sufficient contacts to satisfy
the due process concerns of the long-arm statute of any particular state.”53 “The due
process required in federal cases governed by Rule 4(k)(2) is measured with reference
to the Fifth Amendment, rather than the Fourteenth Amendment.”54
In this case, there is no dispute that Plaintiff’s Sherman Act claim arises under
federal law, and neither side has claimed that BBPLC is subject to the jurisdiction of the
courts of any state. Therefore, the only issue is whether the exercise of jurisdiction is
“consistent with the Constitution and laws of the United States.”55 Courts use the “now
familiar minimum contacts analysis to determine whether the assertion of personal
jurisdiction would offend traditional notions of fair play and substantial justice.”56 The
Court must consider BBPLC’s contacts with the United States as a whole, rather than just
the forum state.57
Plaintiff’s argument on this point is cursory at best and based on the conclusory
allegation that “BBPLC has national contacts and as such is subject to jurisdiction in the
State of Louisiana pursuant to F.R.C.P. 4(k)(2) pursuant to Fifth Circuit precedent in
World Tanker Carriers Corp. v. MV Ya Mawlaya….”58 However, while Plaintiff focuses
almost entirely on its alter ego theory of imputation of contacts, there are some relevant
allegations related to BBPLC’s nationwide contacts.

53

Quick Techs., Inc. v. Sage Grp. PLC, 313 F.3d 338, 344 (5th Cir. 2002) (quoting World Tanker Carriers
Corp. v. M/V Ya Mawlaya, 99 F.3d 717, 720 (5th Cir.1996)).
54
Id. (quoting Submersible Sys., Inc. v. Perforadora Central, S.A., 249 F.3d 413, 420 (5th Cir.2001)).
55
Id. (quoting Fed. R. Civ. P. 4(k)(2)).
56
Id. (quoting World Tanker Carriers Corp., 99 F.3d at 723).
57
Id.
58
Rec. Doc. No. 154-1, p. 2.

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Plaintiff alleges that BBPLC: maintains a website accessible to those in the United
States,59 created holding companies and a subsidiary, BCI, in the United States,60
entered into unrelated securities and mortgage loan transactions in Louisiana,61 and in
some fashion does business in the United States as a component of the larger Barclays
corporate group as evidenced in the U.S. Resolution Plans.
Plaintiff does not allege that the Court has general jurisdiction over BBPLC under
a nationwide contacts theory. As such, Plaintiff must make a prima facie showing that its
Sherman Act claim arises out of BBPLC’s specific contacts with the United States.62 The
problem with this theory is the same that dooms Plaintiff’s case against BBPLC: at core,
Plaintiff attempts to hold BBPLC liable for the actions of its subsidiary BCI, who Plaintiff
named but did not serve.63 To be sure, BBPLC’s purported decision as part of the broader
Barclays group to establish a U.S based subsidiary (BCI) is a “contact” for jurisdictional
purposes. However, once incorporated, BCI took on a separate legal existence, and an
attempt to tie the creation of a corporate subsidiary to that subsidiary’s later actions
ignores the subsidiary’s legal independence. In short, were the Court to conclude that
Plaintiff’s cause of action arises out of BBPLC’s creation of BCI, the Court would merely
be imputing contacts via a backdoor. This would disregard the fundamental principles that
give contour to the corporate personality. Plaintiff’s allegations related to BBPLC’s other
contacts are insufficient for the reasons stated above.

59

Rec. Doc. No. 130, p. 12.
Id. at 13.
61
Rec. Doc. No. 154-1, pp. 4–5.
62
Quick Techs., Inc. v. Sage Grp. PLC, 313 F.3d 338, 345 (5th Cir. 2002).
63
Rec. Doc. No. 149-1, p. 8; See Rec. Doc. No. 45-1 which shows that BBPLC was served but does not
indicate that service was properly made on BCI.
60

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III.

CONCLUSION
For the foregoing reasons, BBPLC’s Motion64 is GRANTED as to its 12(b)(2)

arguments. The 12(b)(6) component of that Motion65 is DENIED as moot. Plaintiff has
now had three opportunities to amend its Complaint. As such, Plaintiff’s action against
BBPLC is dismissed with prejudice.
IT IS SO ORDERED.
Signed in Baton Rouge, Louisiana on March 31, 2021.

S

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

64
65

Rec. Doc. No. 149.
Id.

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