Woods Hole Oceanographic Institution v. ATS Specialized, Inc. et al

Filing 254

Judge Nathaniel M. Gorton: ORDER entered. MEMORANDUM AND ORDER: For the forgoing reasons, the R&R (Docket No. 238 ) is ACCEPTED and ADOPTED with the caveat that the Museums indemnityclaim is dismissed without prejudice.So ordered.(Vieira, Leonardo)

United States District Court
District of Massachusetts

Woods Hole Oceanographic
Institution,
Plaintiff,
v.
ATS Specialized, Inc. et al,
Defendants.

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Civil Action No.
17-12301-NMG

MEMORANDUM & ORDER
GORTON, J.
This case arises from the transportation of an
experimental, deep sea submarine from Woods Hole, Massachusetts
to Australia pursuant to an agreement between Woods Hole
Oceanographic Institution (“WHOI”) and the Australian National
Maritime Museum (“the Museum”).

The agreement memorialized the

arrangement whereby WHOI loaned the submarine to the Museum.
During transit, the submarine was severely damaged by fire and
when the parties involved were unable to resolve liability WHOI
brought suit against the Museum and other defendants.
Subsequently, the Museum filed a third-party complaint against
Ridgeway International Australia Limited (“Ridgeway Australia”)
for indemnity and contribution.

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In February, 2020, Magistrate Judge Jennifer C. Boal
entered a Report and Recommendation (“R&R”) that the Court 1)
deny Ridgeway Australia's motion to dismiss for lack of personal
jurisdiction and 2) grant, in part, and deny, in part, Ridgeway
Australia's motion to dismiss for failure to state a claim.
Specifically, the Magistrate Judge recommended that this Court
dismiss the Museum's indemnity claim but not its contribution
claim.
The facts and procedural history are provided in detail in
the R&R with which the Court assumes familiarity.
I. Motion to Dismiss
After considering the R&R, and the objections and replies
thereto, it will be accepted and adopted.

The Court will,

however, dismiss the Museum’s indemnity claim without prejudice.
As summarized by Magistrate Judge Boal,
Under Massachusetts law, indemnification may arise under
three theories: (1) an express agreement; (2) a contractual
right implied from the nature of the relationship between
the parties; and (3) a common law tort-based right. Araujo
v. Woods Hole, Martha’s Vineyard, Nantucket Steamship
Auth., 693 F.2d 1, 2 (1st Cir. 1982).
The Museum claims that it has a right of indemnification under
both an implied contractual theory and common law.

The

Magistrate Judge found the Museum had not alleged facts
sufficient to support either an implied contractual right or a
common law tort-based right.

In its opposition, however, the

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Museum evinces newly disclosed facts which may support its
indemnity claim.

This Court agrees with the analysis of the

Magistrate Judge but will dismiss the indemnity claim without
prejudice and afford the Museum leave to amend.
ORDER

For the forgoing reasons, the R&R (Docket No. 238) is
ACCEPTED and ADOPTED with the caveat that the Museum’s indemnity
claim is dismissed without prejudice.

So ordered.

/s/ Nathaniel M. Gorton
Nathaniel M. Gorton
United States District Judge
Dated March 24, 2020

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