In Re: Methyl Tertiary Butyl Ether ("MTBE") Products Liability Litigation

Filing 4645

MEMORANDUM OF LAW in Support re: 4644 MOTION to Dismiss the Second Amended Complaint. . Document filed by Lukoil North America LLC, Lukoil Pan Americas, LLC, PJSC LUKOIL..(Sorkin, Joseph)

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
___________________________________
In Re: Methyl Tertiary Butyl Ether (“MTBE”)
Products Liability Litigation

Master File No. 1:00 – 1898
MDL 1358
M21-88

____________________________________

ORAL ARGUMENT REQUESTED

This Document Relates To:
Commonwealth of Pennsylvania, et al. v. Exxon
Mobil Corp., et al.,
No. 1:14-CV-06228-VSB-DCF
____________________________________
MEMORANDUM OF LAW IN SUPPORT OF (1) PJSC LUKOIL’S MOTION TO
DISMISS FOR LACK OF PERSONAL JURISDICTION, (2) LUKOIL PAN AMERICAS
LLC’S MOTION TO DISMISS FOR LACK OF PERSONAL JURISDICTION, AND
(3) THE REMAINING LUKOIL DEFENDANTS’ MOTION TO DISMISS
FOR FAILURE TO STATE A CLAIM

TABLE OF CONTENTS
Preliminary Statement ......................................................................................................................1
Relevant Background .......................................................................................................................5
A.
This Court Dismissed All Claims Against LAC for Failure to State a Claim .........5
B.
The Remaining LUKOIL Defendants ......................................................................6
C.
Additional Facts in Support of PJSC’s Motion to Dismiss for Lack of
Personal Jurisdiction ................................................................................................8
D.
Additional Facts in Support of LPA’s Motion to Dismiss for Lack of
Personal Jurisdiction ................................................................................................9
Argument .......................................................................................................................................10
I.

The Second Amended Complaint Should Be Dismissed Against PJSC And LPA
For Lack Of Personal Jurisdiction .....................................................................................10
A.
This Court Lacks Personal Jurisdiction Over PJSC and LPA Because They
Have No Contacts With Pennsylvania ................................................................... 11
i.
There Is Neither General Nor Specific Jurisdiction Over PJSC ................13
ii.
There Is Neither General Nor Specific Jurisdiction Over LPA .................15
B.
This Court Lacks Personal Jurisdiction Over PJSC Under an Alter Ego
Theory of Jurisdiction ............................................................................................17
C.
Because the Commonwealth Has Failed to Plead Any Specific Facts
Establishing PJSC’s or LPA’s Contacts With Pennsylvania, It Is Not
Entitled to Jurisdictional Discovery .......................................................................26

II.

The Second Amended Complaint Should Be Dismissed Against The Remaining
Lukoil Defendants For Failure To State A Claim ..............................................................27
A.
This Court Should Dismiss the Second Amended Complaint Against PJSC
Because the Commonwealth Has Failed to Plead a Theory of Indirect
Liability ..................................................................................................................27
B.
This Court Should Dismiss the Second Amended Complaint as to LNA
Because the Commonwealth Has Not Stated a Claim Based on Successor
Liability ..................................................................................................................30
C.
This Court Should Dismiss the Second Amended Complaint Against LPA
Because It Fails to Plead Any Facts Against LPA .................................................31

Conclusion .....................................................................................................................................33

ii

TABLE OF AUTHORITIES
Page(s)
Cases
Advanced Tel. Sys., Inc. v. Com-Net Prof’l Mobile Radio, LLC,
846 A.2d 1264 (Pa. Super. Ct. 2004) ...........................................................................19, 22, 24
In Re: Asbestos Products Liab. Litig. (No. VI),
384 F. Supp. 3d 532 (E.D. Pa. 2019) ...........................................................................11, 12, 15
Ashcroft v. Iqbal,
556 U.S. 662 (2009) ...........................................................................................................27, 31
Barber v. Pittsburgh Corning Corp.,
464 A.2d 323 (Pa. Super. Ct. 1983) .........................................................................................18
Bart Arconti & Sons, Inc. v. Ames-Ennis, Inc.,
340 A.2d 225 (Md. 1975) ........................................................................................................28
Bell Atlantic v. Twombly,
550 U.S. 544 (2007) ...........................................................................................................27, 32
Bertles v. Cycle Grp.,
No. 18-4707, 2020 WL 1028044 (E.D. Pa. Mar. 3, 2020) ..........................................11, 13, 16
BNSF Ry. Co. v. Tyrrell,
137 S. Ct. 1549 (2017) .............................................................................................................11
Botwinick v. Credit Exchange, Inc.,
213 A.2d 349 (Pa. 1965) ....................................................................................................18, 22
Brown v. Lockheed Martin Corp.,
814 F.3d 619 (2d Cir. 2016).....................................................................................................12
Canon U.S.A., Inc. v. F & E Trading LLC,
No. 15-cv-6015, 2017 WL 4357339 (E.D.N.Y. Sept. 29, 2017) .............................................32
Capmark Fin. Grp. Inc. v. Goldman Sachs Credit Partners L.P.,
491 B.R. 335 (S.D.N.Y. 2013).................................................................................................30
Chant Eng’g Co. Inc. v. Cumberland Sales Co.,
No. CV 20-4559, 2021 WL 848062 (E.D. Pa. Mar. 5, 2021) ............................................12, 13
In re Chocolate Confectionary Antitrust Litig.,
674 F. Supp. 2d 580 (M.D. Pa. 2009) ......................................................................................19
iii

Daimler AG v. Bauman,
571 U.S. 117 (2014) ...............................................................................................11, 12, 15, 16
In re Enterprise Rent-A-Car Wage & Hour Employ. Practices Litig.,
735 F. Supp. 2d 277 (W.D. Pa. 2010) ..........................................................................20, 22, 25
Simeone ex rel. Estate of Albert Francis Simeone, Jr. v. Bombardier-Rotax
GmbH,
360 F. Supp. 2d 665 (E.D. Pa. 2005) .......................................................................................19
Fletcher-Harlee Corp. v. Szymanski,
936 A.2d 87 (Pa. Super. Ct. 2007) ...........................................................................................19
Fulano v. Fanjul Corp.,
236 A.3d 1 (Pa. Super. Ct. 2020) .................................................................................18, 19, 22
Goodyear Dunlop Tires Operations, S.A. v. Brown,
564 U.S. 915 (2011) ...........................................................................................................11, 12
Grand River Enterprises Six Nations, Ltd. v. Pryor,
425 F.3d 158 (2d Cir. 2005).....................................................................................................11
Helicopteros Nacionales de Colombia, S.A. v. Hall,
466 U.S. 408 (1984) .................................................................................................................12
Hildreth v. Tidewater Equip. Co.,
838 A.2d 1204 (Md. 2003) ......................................................................................................28
Holmes v. Allstate Corp.,
No. 11-cv-1543, 2012 WL 627238 (S.D.N.Y. Jan. 27, 2012) .................................................32
IMO Indus., Inc. v. Kiekert AG,
155 F.3d 254 (3d Cir. 1998).....................................................................................................11
Int’l Shoe Co. v. Washington,
326 U.S. 310 (1945) ...........................................................................................................11, 12
Leneau v. Ponte,
No. 1:16-CV-776-GHW, 2018 WL 566456 (S.D.N.Y. Jan. 25, 2018) ...................................32
Lieberman v. Corporacion Experienca Unica, S.A.,
226 F. Supp. 3d 451 (E.D. Pa. 2016) .......................................................................................25
Lutz v. Rakuten, Inc.,
376 F. Supp. 3d 455 (E.D. Pa. 2019) .................................................................................18, 19
In re Methyl Tertiary Butyl Ether (MTBE) Prods. Liab. Litig.,
959 F. Supp. 2d 476 (S.D.N.Y. 2013)......................................................................................27
iv

O’Connor v. Sandy Lane Hotel Co.,
496 F.3d 312 (3d Cir. 2007).....................................................................................................13
O’Neill v. Asat Tr. Reg. (In re Terrorist Attacks on Sept. 11, 2001),
714 F.3d 659 (2d Cir. 2013).....................................................................................................21
In re PCH Assocs.,
949 F.2d 585 (2d Cir. 1991).....................................................................................................28
Pennsylvania v. Exxon Mobil Corp. (In re MTBE Prods. Liab. Litig.),
No. 14-cv-06228 (S.D.N.Y. July 2, 2015) (Scheindlin, J.), ECF No. 152 ..............................32
Pescatore v. Pan Am. World Airways, Inc.,
97 F.3d 1 (2d Cir. 1996)...........................................................................................................28
Ritchie v. Northern Leasing Sys., Inc.,
14 F. Supp. 3d 229 (S.D.N.Y. 2014)........................................................................................32
Rose v. Continental Aktiengesellschaft (AG),
No. CIV.A. 99-3794, 2001 WL 236738 (E.D. Pa. Mar. 2, 2001) ............................................18
Schiavone v. Aveta,
41 A.3d 861 (Pa. Super. Ct. 2012), aff’d, 91 A.3d 1235 (Pa. 2014) ........................................11
Serio v. Baystate Properties, LLC,
60 A.3d 475 (Md. Ct. Spec. App. 2013) ............................................................................28, 29
Shuker v. Smith & Nephew, PLC,
885 F.3d 760 (3d Cir. 2018).....................................................................................................18
Smith v. Ford Motor Co.,
No. 1814, 2014 WL 8845355 (Pa. Ct. Com. Pl. Jan. 24, 2014).........................................20, 24
State of Maryland v. Exxon Mobile Corp.,
406 F. Supp. 3d 420 (D. Md. 2019) .............................................................................14, 17, 25
Telcordia Tech Inc. v. Telkom SA Ltd.,
458 F.3d 172 (3d Cir. 2006).....................................................................................................13
Thomas v. Venditto,
925 F. Supp. 2d 352 (E.D.N.Y. 2013) .....................................................................................32
TNK Marine Transp., LLC v. Big 3 Diesel Repair, LLC,
No. 2:18-cv-01211-MJH, 2018 WL 6602214 (W.D. Pa. Dec. 17, 2018) ................................26
Wedner v. Unemployment Board,
296 A.2d 792 (Pa. 1972) ..........................................................................................................22

v

Williams by Williams v. OAO Severstal,
No. 938 WDA 2017, 2019 WL 4888570 (Pa. Super. Ct. Oct. 3, 2019) ................17, 22, 23, 24
Yates v. Kassem,
No. 5:21-CV-02625, 2021 WL 3046910 (E.D. Pa. July 20, 2021) .........................................16
Zubik v. Zubik,
384 F.2d 267 (3d Cir. 1967).....................................................................................................24
Statutes
15 Pa.C.S. § 411(a) ........................................................................................................................15
42 Pa.C.S. § 5301(a)(2)............................................................................................................12, 15
Other Authorities
Fed. R. Civ. P. 8(a)(2) ....................................................................................................................31
Fed. R. Civ. P. 12(b)(2)................................................................................................................1, 4
Fed. R. Civ. P. 12(b)(6).......................................................................................................... passim

vi

Pursuant to Federal Rule of Civil Procedure 12(b)(2), Defendants PJSC LUKOIL and
LUKOIL Pan Americas LLC submit this Memorandum of Law, together with the Declaration of
Anatoly Martynov and the Declaration of Stephen Wolfe, in support of their Motions to Dismiss
the Commonwealth of Pennsylvania’s Second Amended Complaint. Additionally, pursuant to
Federal Rule of Civil Procedure 12(b)(6), PJSC LUKOIL, LUKOIL Pan Americas LLC, and
LUKOIL North America LLC submit this Memorandum of Law in support of their Motion to
Dismiss the Second Amended Complaint for failure to state a claim
PRELIMINARY STATEMENT
The Second Amended Complaint attempts to hold four LUKOIL entities liable for the
alleged conduct of a separate corporate entity, Getty Petroleum Marketing Inc. (“GPMI”), which
operated gas stations in Pennsylvania during the time prior to 2006 when methyl tert-butyl ether
(“MTBE”) was in use. On August 2, 2021, this Court dismissed all claims against one of those
LUKOIL entities—LUKOIL Americas Corporation (“LAC”) —finding that the Second
Amended Complaint fails to state a claim against LAC. ECF No. 662.1 From 2001 to 2011,
LAC was the direct parent holding company of GPMI. Because the Commonwealth of
Pennsylvania (the “Commonwealth”) failed to allege that LAC engaged in conduct sufficient to
justify veil piercing, this Court recognized that the corporate separateness between GPMI and its
parent LAC must be respected. August 2 Order, at 39. In addition, this Court found that the
Second Amended Complaint failed to allege any facts to support the theory that LAC was a
successor in liability for pre-2001 MTBE contamination. Id. at 40. The August 2 Order is law of
the case and has not been challenged.

1

Order.”

In this memorandum of law, the Court’s August decision, ECF No. 662, is referred to as the “August 2

The three remaining LUKOIL entities must also be dismissed. First, this Court lacks
personal jurisdiction over two of the three—PJSC LUKOIL (“PJSC”)2 and LUKOIL Pan
Americas LLC (“LPA”). Second, even if this Court could exercise personal jurisdiction over
each of the remaining LUKOIL entities, the allegations in the Second Amended Complaint
against PJSC, LUKOIL North America LLC (“LNA”), and LPA (together, the “Remaining
LUKOIL Defendants”), where they even exist, fare no better than those against LAC.
Accordingly, the Remaining LUKOIL Defendants should be dismissed from the Second
Amended Complaint.
For the convenience of the Court, below is an organization chart depicting the corporate
entities relevant to the allegations against the Remaining LUKOIL Defendants in the Second
Amended Complaint:3

2

PJSC was formerly known as OAO LUKOIL and is sometimes referred to in the Second Amended
Complaint as LUKOIL Oil Company.
3
This organization chart is as of the time period relevant to the allegations contained in the Second
Amended Complaint.

2

This Court Lacks Personal Jurisdiction Over PJSC and LPA
This Court lacks personal jurisdiction over PJSC, a publicly-traded company created
under the laws of the Russian Federation, whether under a traditional contacts analysis or an alter
ego theory of jurisdiction. PJSC has never owned or operated a single gas station in the United
States. PJSC has never sold a single gallon of gasoline in the United States. PJSC has never
refined any petroleum in the United States. PJSC has never blended any gasoline, much less any
MTBE, in the United States. PJSC has never opened a single office, owned or leased any
property, or even had a mailing address or a telephone listing anywhere in the United States.
PJSC simply has no presence in the Commonwealth of Pennsylvania and could not be further
from “home” for purposes of exercising personal jurisdiction based on its own contacts (or lack
thereof) with the Commonwealth.
Moreover, under Pennsylvania law, this Court may not exercise personal jurisdiction over
PJSC by imputing the jurisdictional contacts of an American subsidiary. Specifically, the Court
should decline to exercise alter ego jurisdiction over PJSC because the factors that may establish
personal jurisdiction on an alter ego theory are not pled in the Second Amended Complaint.
PJSC did not own the stock of any subsidiary in the United States. PJSC shares no directors or
officers with any of its subsidiaries in the United States. PJSC maintains its own books and
records and its accounts were not comingled with any American subsidiary. PJSC employs its
own personnel. PJSC never controlled the day-to-day operations of any American subsidiary.
And the Second Amended Complaint does not and cannot allege otherwise.
Similarly, the claims against LPA should be dismissed in their entirety because LPA has
no contacts with Pennsylvania and there are no allegations—nor could there be—that LPA is the
alter ego of another entity. LPA has absolutely no presence in Pennsylvania and had nothing to

3

do with the events and issues in dispute in this case. LPA has never done business or maintained
operations in Pennsylvania, and has never used or distributed MTBE in Pennsylvania. The
Commonwealth has pled nothing to the contrary—and, in fact, has pled virtually nothing at all
with respect to LPA. Simply put, LPA has no place in this lawsuit.
Accordingly, this Court should dismiss all claims against PJSC and LPA pursuant to
Federal Rule of Civil Procedure 12(b)(2) because this Court lacks personal jurisdiction over each
of PJSC and LPA.
The Second Amended Complaint Fails to State a Claim Against the Remaining LUKOIL
Defendants
As with LAC, the Second Amended Complaint fails to state a claim against the
Remaining LUKOIL Defendants. First, the Second Amended Complaint does not allege any
facts to support a claim of direct liability against PJSC, which has no employees or operations in
the United States. Any claim of indirect liability requires the Second Amended Complaint to
contain allegations sufficient to pierce multiple layers of corporate separateness—first between
GPMI and its immediate parent company LAC, and then from LAC through multiple separate
entities to PJSC. This Court’s August 2 Order already determined that the allegations in the
Second Amended Complaint are insufficient to disregard the corporate separateness between
GPMI and LAC. By definition, those same factual allegations are not, and cannot be, sufficient
to pierce multiple corporate veils to PJSC. Accordingly, PJSC must be dismissed.
Second, LNA, a subsidiary of LAC, did not come into existence until 2007 (and did not
acquire assets until 2009)—after MTBE was no longer in use. As a result, the Second Amended
Complaint could not plausibly assert a liability theory against LNA based on any conduct of
LNA while MTBE was in use. In addition, there are no allegations that LNA otherwise
subsequently agreed to liability for MTBE contamination, which means the Commonwealth’s
4

theory of successor liability fails, as this Court explained in its August 2 Order. Accordingly,
LNA must be dismissed.
Third, and finally, the Second Amended Complaint alleges only that LPA is a Delaware
limited liability company with a registered address in Pennsylvania, but its principal place of
business in New York. There are no specific allegations at all against LPA that could put LPA on
notice of the claims against it, whether standing alone or in connection with the other LUKOIL
entities. As a result, LPA must be dismissed.
For the reasons set forth in the August 2 Order, as well as the additional reasons
explained below, this Court should dismiss all claims against PJSC, LNA and LPA pursuant to
Federal Rule of Civil Procedure 12(b)(6) for failure to state a claim.
RELEVANT BACKGROUND
A. This Court Dismissed All Claims Against LAC for Failure to State a Claim
The Commonwealth alleges widespread use of MTBE by dozens of defendants over
many years that resulted in the contamination of the ground waters of Pennsylvania. LAC was
named as a defendant in this lawsuit and it was alleged that LAC should be held liable for the
conduct of its former subsidiary, GPMI.4
From 2001 to 2011, GPMI was a wholly-owned subsidiary of LAC, which in turn was
owned by PJSC, a publicly-traded company in Moscow, Russian Federation. ECF No. 175 (the
“Second Amended Complaint” and hereinafter, “SAC”) ¶¶ 74, 83. The Commonwealth alleged

4

In June 2014, the Commonwealth sued LAC and numerous other defendants in the Court of Common
Pleas of Philadelphia County. ECF No. 1, at 5. The case was removed to federal court, ECF No. 1, and transferred
to this multi-district litigation, ECF No. 11, where the Commonwealth amended its complaint (“First Amended
Complaint”). ECF No. 36. In December 2014, LAC moved to dismiss the First Amended Complaint for lack of
personal jurisdiction and failure to state a claim. See ECF No. 86. In November 2015, the Commonwealth again
amended its complaint. ECF No. 175 (the “Second Amended Complaint”). In addition to LAC, the Second
Amended Complaint named PJSC, LNA, and LPA as defendants (together, the “LUKOIL Defendants”).

5

that GPMI leased and operated service stations in Pennsylvania until 2011, when GPMI filed for
bankruptcy. SAC ¶¶ 326-27, 329-30. LAC itself was not alleged to have used MTBE or
operated gas stations in Pennsylvania, but the Commonwealth asserted an alter ego theory of
liability for LAC as the direct parent of GPMI. SAC ¶¶ 344-47. The Commonwealth thus
focused its allegations as to LAC—and the other LUKOIL Defendants—on the relationship
between GPMI and LAC, as well as the circumstances of GPMI’s bankruptcy, which was alleged
to be the result of a fraudulent transfer of GPMI’s assets from LAC to LNA in 2009. SAC
¶¶ 317-24.
In December 2014, and again in January 2016, LAC moved to dismiss the First and
Second Amended Complaints, respectively. See ECF Nos. 86, 244. On August 2, 2021, this
Court granted LAC’s motion to dismiss for failure to state a claim, finding that the
Commonwealth had failed to plausibly allege facts sufficient to warrant a finding that GPMI’s
veil may be pierced for liability purposes and that the Commonwealth had not properly pled
successor liability. August 2 Order, at 37-38. Critically, and as discussed further below, this
Court found that the transfer of GPMI assets—around which the Commonwealth crafted its
allegations against the LUKOIL Defendants—was not the type of fraud or inequity that would
permit a piercing of the corporate veil, as it was GPMI itself, not the Commonwealth, upon
which a fraud was allegedly perpetrated. Id. This Court thus dismissed all claims against LAC.
Id. at 56. That decision has not been challenged, and LAC is no longer a part of this case.
B. The Remaining LUKOIL Defendants
With LAC dismissed from the case, three LUKOIL entities remain—PJSC, LNA, and
LPA.5

5

After the Second Amended Complaint was filed, the parties entered into a stipulation that the Court soordered on December 31, 2015 (the “2015 Stipulation”), setting a January 2016 deadline for the parties named in the

6

PJSC, a publicly-traded company domiciled in Russia, is alleged to be the direct parent of
LAC and LNA and the indirect parent of GPMI from 2000 to 2011. SAC ¶ 85. There are no
allegations in the Second Amended Complaint that PJSC itself operated stations or used MTBE
in Pennsylvania.
LNA, a Delaware corporation, is alleged to be a wholly-owned subsidiary of LAC and an
indirect subsidiary of PJSC. SAC ¶ 84. LNA was created in 2007 by LAC, SAC ¶ 315, and
acquired certain of GPMI’s assets in late 2009, well after the gasoline industry had stopped using
MTBE. SAC ¶¶ 317-20.
The final LUKOIL entity named in the Second Amended Complaint, LPA, is alleged to
be a Delaware corporation with a Pennsylvania address and its principal place of business in
New York. SAC ¶ 86. Save for “Lukoil” in its name, LPA is not alleged to have any connection
to the other LUKOIL entities and LPA is not mentioned anywhere in the 10 pages out of the 158page complaint focused on GPMI and LUKOIL.6 See SAC ¶¶ 296-347.
The Second Amended Complaint does not allege facts demonstrating that PJSC, LNA, or
LPA themselves used or had any involvement with MTBE gasoline while MTBE was allegedly
used by the defendants in this case. Rather, as with LAC, the claims against the Remaining
LUKOIL Defendants turn on whether the Commonwealth has alleged facts sufficient to pierce

First Amended Complaint (“First Amended Complaint Defendants”) to answer or otherwise respond to the Second
Amended Complaint. ECF No. 232. The 2015 Stipulation further provided that the time for the parties named in
the Second Amended Complaint, including PJSC, LNA, and LPA, to answer or move to dismiss would be adjourned
sine dine, with an answer date to be set following the Court’s decision on the motions to dismiss filed by the First
Amended Complaint Defendants. Id. Pursuant to the 2015 Stipulation and the Court’s August 2 Order regarding
the First Amended Complaint Defendants’ motions to dismiss, the Remaining LUKOIL Defendants now move to
dismiss the Second Amended Complaint.
6
The only other mention of LPA in the Second Amended Complaint is in a list of twenty other defendants,
including “Lukoil” generally, who allegedly “distributed, stored and sold MTBE gasoline in Pennsylvania” without
any additional factual allegations as to LPA’s purported involvement. SAC ¶ 128. As discussed infra, such group
pleading is not sufficient to state a claim. See II.C.

7

the corporate veil of GPMI under an alter ego theory, or established a basis for successor
liability. As discussed below, the Commonwealth has not.
C. Additional Facts in Support of PJSC’s Motion to Dismiss for Lack of Personal
Jurisdiction
The Commonwealth has included PJSC and various of its indirect subsidiaries as
defendants implicated in the widespread allegations related to the use of MTBE in Pennsylvania.
See SAC ¶¶ 83-86. PJSC, however, has never operated nor otherwise established any contacts
with the Commonwealth of Pennsylvania. See generally Declaration of Anatoly Martynov dated
September 29, 2021 (“Martynov Decl.”).7
PJSC is a publicly-traded joint stock company organized under the laws of the Russian
Federation. Martynov Decl., ¶ 7. Its headquarters are in Moscow, Russia. Id. PJSC is the
ultimate parent of more than one hundred subsidiaries. Id. ¶ 8. PJSC has never been directly
involved in the refining, distribution, or marketing of gasoline in the United States, including
gasoline blended with MTBE. Id. ¶ 9. Moreover, PJSC has never owned or operated a refinery
or petroleum terminal or station in the United States, id. ¶ 10, nor has PJSC ever sold gasoline,
much less MTBE, in the United States. Id. ¶ 11. Indeed, PJSC has no employees, and conducts
no operations, in the United States at all. Id. ¶ 13. The only operations in the United States
affiliated with PJSC are through the company’s indirect subsidiaries. Id.
PJSC is not, and never has been, the direct parent of GPMI, LAC, LNA, or LPA. Id.
¶ 14. At all relevant times, GPMI, LAC, LNA, and LPA were indirect wholly-owned
subsidiaries of PJSC, the ultimate parent company, removed by several tiers within PJSC’s
overall corporate structure. Id. ¶¶ 14-15. PJSC maintains its primary business address in Russia,

7

PJSC’s Motion to Dismiss under Federal Rule of Civil Procedure 12(b)(6) in no way relies on the factual
information contained in the Declaration of Anatoly Martynov.

8

and it has never shared an address or other mailing or telephone listing with its American
subsidiaries. Id. ¶ 17. PJSC did not own the stock of its American subsidiaries. Id. ¶ 18. PJSC
is governed by its own board of directors, holds its own directors’ meetings, and reports to its
own shareholders. Id. ¶ 19. None of PJSC’s directors have ever been directors or officers of its
American subsidiaries, including GPMI. Id. PJSC also maintains its own books and records,
employs its own personnel, and forms its own contractual relationships. Id. ¶ 21. PJSC does not
comingle its accounting with that of its American subsidiaries. Id.
Finally, PJSC limited its involvement with its American subsidiaries to that typical of a
parent holding company. Id. ¶ 22. While PJSC held occasional meetings in Moscow with
various executives of its subsidiaries, these meetings were simply to provide general oversight
and management. Id. PJSC never controlled the daily operations of its American subsidiaries,
including its budgeting, marketing, operating, personnel, or sales, and similarly never demanded
that its American subsidiaries seek its approval for the majority of their corporate actions. Id.
¶¶ 23-24.
D. Additional Facts in Support of LPA’s Motion to Dismiss for Lack of Personal
Jurisdiction
Similarly, LPA has never operated or otherwise established any contacts with the
Commonwealth. See generally Declaration of Stephen Wolfe, dated October 1, 2021 (“Wolfe
Decl.”).8 LPA, a Delaware limited liability company was founded in 2002 and is headquartered
in Texas.9 Wolfe Decl., ¶ 4. LPA is a trading company whose core business is buying and selling
crude oil and petroleum products such as heating oil, naphtha, gasoline, and gasoline

8

LPA’s Motion to Dismiss under Federal Rule of Civil Procedure 12(b)(6) in no way relies on the factual
information contained in the Declaration of Stephen Wolfe.
9
The Second Amended Complaint alleges that LPA has its principal place of business in New York but in
the years since the Second Amended Complaint was filed, LPA has relocated its headquarters to Houston, Texas.

9

components, typically in large-volume or cargo-load transactions. Id. ¶ 5. In conducting its
business, LPA does not itself use the product it buys and sells: after LPA makes a sale, it does not
control, and does not participate in, the buyer’s disposition of the purchased crude oil or
petroleum products. Id. ¶ 6. LPA typically does not know, and has no way of determining,
where the products it sells are ultimately delivered, used, or consumed. Id.
LPA has never owned or operated a refinery in Pennsylvania. Id. ¶ 8. At all relevant
times, LPA did not own, operate, or lease a petroleum products terminal in Pennsylvania and
LPA has never owned, operated, leased, or branded any retail service stations in Pennsylvania or
anywhere in the United States. Id. ¶¶ 9-10. Importantly, LPA has never manufactured MTBE in
Pennsylvania or anywhere in the United States. Id. ¶ 11. At all relevant times, LPA did not buy
or sell pure (“neat”) MTBE in Pennsylvania, nor did LPA blend MTBE into gasoline in
Pennsylvania. Id. ¶ 12.
LPA has absolutely no presence in Pennsylvania. LPA does not maintain offices,
employees, or agents in Pennsylvania, and LPA does not own property in Pennsylvania. Id.
¶¶ 13-14.
LPA is a subsidiary of LITASCO SA. Id. ¶ 15. LPA has never held any interest in and
does not control any other LUKOIL entity, including but not limited to PJSC, LAC, LNA, or
GPMI, nor is LPA involved in the operation of any other LUKOIL entity. Id.
ARGUMENT
I.

THE SECOND AMENDED COMPLAINT SHOULD BE DISMISSED AGAINST
PJSC AND LPA FOR LACK OF PERSONAL JURISDICTION
This Court should dismiss the Second Amended Complaint against PJSC and LPA

because this Court lacks personal jurisdiction over each of them. Because this case was
transferred to this multi-district litigation from a federal district court sitting in Pennsylvania,
10

Pennsylvania is the relevant forum state. See August 2 Order, at 18. In assessing whether
personal jurisdiction exists, this Court must apply the law of the forum state, Pennsylvania. See
Grand River Enterprises Six Nations, Ltd. v. Pryor, 425 F.3d 158, 165 (2d Cir. 2005). Thus, the
Commonwealth must show that exercising jurisdiction over PJSC and LPA in Pennsylvania is
proper. See Schiavone v. Aveta, 41 A.3d 861, 865 (Pa. Super. Ct. 2012), aff’d, 91 A.3d 1235 (Pa.
2014) (the burden of proving personal jurisdiction is upon the party asserting it).
A. This Court Lacks Personal Jurisdiction Over PJSC and LPA Because They Have
No Contacts With Pennsylvania
Courts analyze two questions to determine whether it may exercise personal jurisdiction
over a foreign defendant: “(1) whether Pennsylvania’s long-arm statute provides for the exercise
of long-arm jurisdiction, and, if so; (2) whether the exercise of long-arm jurisdiction in this case
satisfies the requirements of the Due Process Clause of the Constitution.” In Re: Asbestos
Products Liab. Litig. (No. VI), 384 F. Supp. 3d 532, 536 (E.D. Pa. 2019) (citing IMO Indus., Inc.
v. Kiekert AG, 155 F.3d 254, 258-59 (3d Cir. 1998)). Pennsylvania’s long-arm statute is
“coextensive with the Due Process Clause,” so this Court “need only analyze whether
jurisdiction is proper under federal Fourteenth Amendment jurisprudence.” Id. at 537 (citing
Daimler AG v. Bauman, 571 U.S. 117, 125 (2014)). Under the Due Process Clause, courts may
exercise personal jurisdiction over out-of-state defendants only when the defendant has “certain
minimum contacts with [the State] such that the maintenance of the suit does not offend
‘traditional notions of fair play and substantial justice.’” Bertles v. Cycle Grp., No. 18-4707,
2020 WL 1028044, at *2 (E.D. Pa. Mar. 3, 2020) (quoting Goodyear Dunlop Tires Operations,
S.A. v. Brown, 564 U.S. 915, 923 (2011) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310
(1945))). “The minimum contacts requirement may be met through either of two theories of
personal jurisdiction: specific or general.” Id. (citing BNSF Ry. Co. v. Tyrrell, 137 S. Ct. 1549,
11

1558 (2017)). In the instant case, there is neither general nor specific jurisdiction over PJSC and
LPA.
Under Pennsylvania law, a court may exercise general jurisdiction over a foreign entity
that “carr[ies] on [] a continuous and systematic part of its general business within [the]
Commonwealth.” 42 Pa.C.S. § 5301(a)(2)(iii); see also Goodyear, 564 U.S. 915 at 919 (general
jurisdiction may be established against a foreign corporation “when their affiliations with the. . .
State are so ‘continuous and systematic’ as to render them essentially at home.” (quoting Int’l
Shoe, 326 U.S. at 317). “[T]he general jurisdiction inquiry ‘does not focus solely on the
magnitude of the defendant’s in-state contacts,’ but ‘calls for an appraisal of a corporation’s
activities in their entirety, nationwide and worldwide.’” Brown v. Lockheed Martin Corp., 814
F.3d 619, 627 (2d Cir. 2016) (quoting Daimler, 571 U.S. at 139 n.20). Other than “truly
‘exceptional’” cases, “a corporate defendant may be treated as ‘essentially at home’ only where it
is incorporated or maintains its principal place of business.” Id. (citing Daimler and dismissing
claims for lack of personal jurisdiction). See also In Re: Asbestos Products Liab. Litig. (No. VI),
384 F. Supp. 3d at 538 (explaining that “a corporation is typically ‘at home’ in only two places:
its state of incorporation and the state in which it has its principal place of business”) (citing
Daimler, 571 U.S. at 137 & 139 n.19).
A court may still exercise personal jurisdiction even if a defendant is not “at home” in the
forum state if specific jurisdiction exists over the party. “[S]pecific jurisdiction allows the court
to hear claims that arise from or relate to the party’s contacts with the forum state, such that the
defendant should reasonably anticipate being hailed into court in that forum.” Chant Eng’g Co.
Inc. v. Cumberland Sales Co., No. CV 20-4559, 2021 WL 848062, at *3 (E.D. Pa. Mar. 5, 2021)
(citing Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408, 414 n.8 (1984);

12

Telcordia Tech Inc. v. Telkom SA Ltd., 458 F.3d 172, 177 (3d Cir. 2006)). Courts undertake a
three-part inquiry to determine whether there is specific jurisdiction over a nonresident
defendant: “(1) did the defendant purposefully direct its activities at the forum; (2) does the
litigation arise out of or relate to at least one of those activities; and (3) does the exercise of
jurisdiction otherwise comport with fair play and substantial justice?” Bertles, 2020 WL
1028044, at *2 (dismissing complaint for lack of personal jurisdiction). See also O’Connor v.
Sandy Lane Hotel Co., 496 F.3d 312, 317 (3d Cir. 2007) (setting out the three-part test); Chant
Eng’g Co., 2021 WL 848062, at *3 (dismissing complaint for lack of personal jurisdiction under
the O’Connor test).
i.

There Is Neither General Nor Specific Jurisdiction Over PJSC

As a threshold matter, this Court lacks personal jurisdiction over PJSC based on PJSC’s
lack of contacts with the Commonwealth of Pennsylvania. It cannot seriously be suggested that
PJSC is at home anywhere in the United States, including in Pennsylvania. PJSC is a publiclytraded joint stock company organized under the laws of the Russian Federation. Martynov Decl.,
¶ 7. Its headquarters are in Moscow, Russia. Id. PJSC is the ultimate parent of over one
hundred subsidiaries. Id. ¶ 8. PJSC has never been directly involved in the refining, distribution,
or marketing of gasoline anywhere in the United States, including gasoline blended with MTBE.
Id. ¶ 9. PJSC has never owned or operated a refinery or petroleum terminal or station in the
United States. Id. ¶ 10. Nor has PJSC ever sold gasoline, much less MTBE, in the United
States. Id. ¶ 11. Indeed, PJSC has no employees, and conducts no operations, in the United
States at all. Id. ¶ 13. The only operations in the United States affiliated with PJSC are through
the company’s indirect subsidiaries. Id. This Court clearly lacks general jurisdiction over PJSC.

13

This Court also lacks specific jurisdiction over PJSC. Just as PJSC is not at home in the
United States, PJSC has not directed its activities at Pennsylvania such that this Court should
exercise specific personal jurisdiction over it. PJSC has no presence in Pennsylvania, has no
offices, employees, or agents in Pennsylvania, and does not conduct any business or operations
in the Commonwealth. Id. Indeed, there are no allegations in the Second Amended Complaint
that PJSC itself conducted any activities in Pennsylvania, thus the claims against PJSC could not
possibly arise out of its activities in Pennsylvania. Any basis for jurisdiction over PJSC would
be through its indirect subsidiary, GPMI, which operated gas stations in Pennsylvania during the
relevant time period, but as discussed below, that theory is baseless.
In a case based on nearly identical allegations, a federal district court in Maryland has
already concluded that PJSC’s nonexistent presence in Maryland—and the United States more
generally—does not allow for the exercise of personal jurisdiction over the Russian corporation
in these MTBE disputes. In State of Maryland v. Exxon Mobile Corp., 406 F. Supp. 3d 420 (D.
Md. 2019), the court concluded that Maryland had “not made a prima facie showing that PJSC is
subject to specific personal jurisdiction…based on its own conduct,” because Maryland had
failed to show that “PJSC purposefully availed itself of doing business in Maryland in any way,
apart from its role as the indirect corporate parent of GPMI, a Maryland corporation,” and that
“PJSC’s contacts with Maryland as the indirect corporate parent of GPMI” did not provide a
basis for the suit against PJSC. Id. at 446.10 Based on the similar facts alleged and applicable
legal principles here, this Court should reach the same conclusion and decline to exercise
jurisdiction over PJSC based on its own contacts (or lack thereof) with Pennsylvania.

10
The Maryland court did not consider whether there was general jurisdiction over PJSC, as Maryland
argued that PJSC was “properly subject to specific personal jurisdiction in [Maryland] based on its own activities
and the activities of its indirect subsidiary, GPMI.” State of Maryland, 406 F. Supp. 3d at 445.

14

ii.

There Is Neither General Nor Specific Jurisdiction Over LPA

This Court also lacks jurisdiction over LPA based on its nonexistent presence in
Pennsylvania. Here, the only “allegation” relevant to establishing general jurisdiction over LPA
is that it has a registered Pennsylvania address. SAC ¶ 86. It is incorporated in Delaware and
has its principal place of business in Texas, Wolfe Decl., ¶ 4, so under Daimler and its progeny,
LPA is definitively not “at home” in Pennsylvania. See In Re: Asbestos Products Liab. Litig.
(No. VI), 384 F. Supp. 3d at 537 (discussing Daimler). Simply having a registered address
within Pennsylvania does not rise to the level of systematic and continuous contact necessary to
allow for general jurisdiction. Id.
Indeed, in In Re: Asbestos Products Liab. Litig. (No. VI), the court considered this exact
question and concluded that having registered to do business in Pennsylvania was not sufficient
to establish general jurisdiction. In that case, plaintiff argued that the court should exercise
general jurisdiction over a defendant who had registered to do business in Pennsylvania on the
theory that defendant consented to general jurisdiction under certain Pennsylvania statutes by
registering to do business in the state.11 384 F. Supp. 3d at 536. The defendant was incorporated
and had its principal place of business in Virginia. Id. at 535. The court concluded that in light
of Daimler, which “radically shifted the legal landscape regarding the application of general
personal jurisdiction,” id. at 537, the Pa. Statutory Scheme was unconstitutional. The court
found that “a mandatory statutory regime purporting to confer consent to general jurisdiction in

11

The statutes at issue were Section 411 and Section 5301(a)(2)(i) of the Pennsylvania Statutes and
Consolidated Statutes. In Re: Asbestos Products Liab. Litig. (No. VI), 384 F. Supp. 3d at 535-36. Section 411
provides in relevant part that a foreign corporation “may not do business in this Commonwealth until it registers
with the department.” 15 Pa.C.S. § 411(a). If a foreign corporation does business in the state without registering, as
a penalty, it “may not maintain an action or proceeding in” the state. Id. § 411(b). “Section 5301(a)(2)(i) provides
that registration as a foreign corporation in Pennsylvania “shall constitute a sufficient basis of jurisdiction to enable
the tribunals of this Commonwealth to exercise general personal jurisdiction over such” entities. In Re: Asbestos
Products Liab. Litig. (No. VI), 384 F. Supp. 3d. at 535-36 (quoting 42 Pa.C.S. § 5301(a)(2)). The court referred to
these statutes together as the “Pa. Statutory Scheme.” Id. at 536.

15

exchange for the ability to legally do business in a state is contrary to the rule in Daimler and,
therefore, can no longer stand.” Id. at 540-41. Such a statutory requirement “offends the Due
Process Clause and is unconstitutional.” Id. at 545. Accordingly, the court dismissed the
defendant for lack of general personal jurisdiction. Id.
So too here, to exercise general jurisdiction over LPA in Pennsylvania on the basis that it
registered an address in Pennsylvania, without ever actually doing any business in the state,
would offend traditional notions of fair play and substantial justice. Bertles, 2020 WL 1028044,
at *2-3. LPA does not conduct business of any sort in Pennsylvania, and the law is clear that
having an address in Pennsylvania, without more, is meaningless. For that reason, this Court
lacks general jurisdiction over LPA.
This Court also lacks specific jurisdiction over LPA. The Commonwealth cannot meet
its burden of showing that LPA directed its activities at Pennsylvania such that this Court should
exercise specific personal jurisdiction over LPA. LPA has no presence in Pennsylvania and does
not conduct any business in the state; it has no offices, employees, or agents in Pennsylvania; and
it does not own property in Pennsylvania. Wolfe Decl., ¶¶ 8-14. And there are no allegations in
the Second Amended Complaint that LPA conducted any activities in Pennsylvania. With the
exception of one conclusory statement in the Second Amended Complaint that LPA “distributed,
stored and sold MTBE gasoline in Pennsylvania,” SAC ¶ 128, the Commonwealth has not pled
anything to suggest that its claims against LPA “arise out of or relate to” LPA’s activities that
were purposefully directed at Pennsylvania. See Yates v. Kassem, No. 5:21-CV-02625, 2021 WL
3046910, at *5 (E.D. Pa. July 20, 2021) (finding that specific personal jurisdiction could not be
exercised over defendants because “[n]o part of [the] Complaint alleges injuries stemming from
Defendants’ conduct in Pennsylvania”). The Commonwealth has not alleged—nor can it—that

16

LPA purposefully directed its activities at Pennsylvania. Accordingly, this Court does not have
specific jurisdiction over LPA.12
B. This Court Lacks Personal Jurisdiction Over PJSC Under an Alter Ego Theory of
Jurisdiction
Because PJSC has no direct contacts with Pennsylvania, the only viable theory of
jurisdiction over PJSC would be an alter ego theory based on its relationship with GPMI, one of
its American subsidiaries, but that theory fails as well.13 “Pennsylvania law governs whether this
Court may exercise jurisdiction over a foreign corporation through an alter ego or veil-piercing
theory.” August 2 Order, at 23. In Pennsylvania, the jurisdictional veil-piercing inquiry is not a
question of corporate law, but rather is a question of “whether it is reasonable to extend
jurisdiction to an alien parent corporation based upon its actions within the forum as transmitted
through the conduit of its wholly-owned subsidiary.” Id. at 24 (quoting Williams by Williams v.
OAO Severstal, No. 938 WDA 2017, 2019 WL 4888570, at *4 (Pa. Super. Ct. Oct. 3, 2019)).
Where there are no direct contacts with Pennsylvania, the record must “demonstrate[] that the
subsidiary is the alter ego of the parent to the extent that domination and control by the parent
corporation renders the subsidiary a mere instrumentality of the parent; under such extreme
circumstances the parent corporation may be held to be doing business within the state under the
12

While the district court in Maryland found it had specific jurisdiction over LPA, State of Maryland, 406
F. Supp. 3d at 445, it remains that the Commonwealth’s Second Amended Complaint in the instant case is
insufficient to establish personal jurisdiction over LPA in Pennsylvania. The complaint in the Maryland case was
similarly devoid of specific allegations about LPA, which the court acknowledged. Id. at 444 (“In fact, the
Complaint contains few allegations specific to LPA.”). But the court reasoned it had specific personal jurisdiction
over LPA based on extrinsic evidence about LPA’s purported distribution of MTBE gasoline into Maryland. Id.
This Court should not be guided by that ruling in Maryland. As in the Maryland case, the Second Amended
Complaint impermissibly lumps LPA with dozens of other defendants without acknowledging that LPA is
differently situated as a trading entity that does not actually handle the product it trades, let alone use or distribute
the product in Pennsylvania. Wolfe Decl., ¶ 6. The allegations in the Second Amended Complaint do not put LPA
on notice of the claims against it, including as to how its nonexistent contacts with Pennsylvania should subject it to
litigation in the state. See also II.C below. Thus, the Commonwealth has not met its burden of showing that LPA
directed any activities at Pennsylvania and to exercise personal jurisdiction over LPA would be unjust.
13
It is not alleged—nor could it be—that LPA could be liable under an alter ego theory of personal
jurisdiction.

17

facade of the subsidiary.” Barber v. Pittsburgh Corning Corp., 464 A.2d 323, 331 (Pa. Super. Ct.
1983) (quoting Botwinick v. Credit Exchange, Inc., 213 A.2d 349, 354 (Pa. 1965) (New York
parent not subject to jurisdiction in Pennsylvania even though its similarly named, wholly owned
subsidiary was a Pennsylvania corporation and the two had a close business relationship)).
Here, the Commonwealth’s allegations, even when taken at face value, fail to make a
prima facie showing of such domination and control stretching all the way from PJSC to its farflung American subsidiaries, especially concerning the matters at issue. Under well-settled
Pennsylvania law, such a showing is no easy task. “Generally, a corporate parent will retain its
distinct identity and not be subject to the jurisdictions of its subsidiaries, even when it shares
common directors, officers and shareholders.” Fulano v. Fanjul Corp., 236 A.3d 1, 20 (Pa.
Super. Ct. 2020) (citing Botwinick, 213 A.2d at 354). “While there are few cases addressing it,
there is Pennsylvania precedent for an alter ego theory of personal jurisdiction over a foreign
corporation.” Id. at 19. Under the alter-ego theory of personal jurisdiction, “if a subsidiary is
‘merely the agent’ of its parent corporation or the parent corporation ‘controls’ the subsidiary,
‘then personal jurisdiction exists over the parent whenever personal jurisdiction (whether general
or specific) exists over the subsidiary.’” Id. at 20 (quoting Lutz v. Rakuten, Inc., 376 F. Supp. 3d
455, 470-71 (E.D. Pa. 2019) (quoting Shuker v. Smith & Nephew, PLC, 885 F.3d 760, 781 (3d
Cir. 2018))). “That the companies may have a close relationship or may coordinate and
cooperate . . . is not sufficient to impute forum contacts.” Rose v. Continental Aktiengesellschaft
(AG), No. CIV.A. 99-3794, 2001 WL 236738, at *3 (E.D. Pa. Mar. 2, 2001).
In Pennsylvania, courts consider the following factors in determining whether a
subsidiary is the alter ego of its parent corporation:
(1) ownership of all or most of the stock of the related corporation; (2) common
officers and directors; (3) common marketing image; (4) common use of a
18

trademark or logo; (5) common use of employees; (6) integrated sales system; (7)
interchange of managerial and supervisory personnel; (8) performance by the
related corporation of business functions which the principal corporation would
normally conduct through its own agent or departments; (9) acting of the related
corporation as marketing arm of the principal corporation, or as an exclusive
distributor; and (10) receipt by the officers of the related corporation of
instruction from the principal corporation.
Fulano, 236 A.3d at 20 (quoting Lutz, 376 F. Supp. 3d at 471).
“These factors are best viewed as a non-exclusive guide to help resolve the broader issue
of whether the companies have a single functional and organic identity,” and the court may
consider “any evidence bearing on the corporations’ functional interrelationship.” Id. at 20-21
(quoting Simeone ex rel. Estate of Albert Francis Simeone, Jr. v. Bombardier-Rotax GmbH, 360
F. Supp. 2d 665, 676 (E.D. Pa. 2005) and In re Chocolate Confectionary Antitrust Litig., 674 F.
Supp. 2d 580, 598 (M.D. Pa. 2009)).14
The Pennsylvania Superior Court’s reasoning in Fulano is instructive. In that case,
plaintiffs argued that the court should exercise general personal jurisdiction over a foreign
corporation under an alter ego theory of jurisdiction, because, plaintiffs alleged, the foreign
parent controlled the Pennsylvania-based subsidiary. Fulano, 236 A.3d at 19. The court
concluded that the trial court did not err in declining to impute personal jurisdiction through an
alter ego theory based on multiple factors, including that the parent owned none of the
subsidiary’s stock; there were no common officers or directors between the two entities; there
was no common use of employees or interchange of managerial or supervisory personnel;
neither entity shared bank accounts; they maintained separate financial and accounting records;

14

Even outside the jurisdictional context, there is no “specific two- or three-pronged” test to determine
whether to pierce the veil of a Pennsylvania corporation. See Fletcher-Harlee Corp. v. Szymanski, 936 A.2d 87, 95
(Pa. Super. Ct. 2007) (“[T]here appears to be no clear test or well settled rule in Pennsylvania . . . as to exactly when
the corporate veil can be pierced and when it may not be pierced.”) (quoting Advanced Tel. Sys., Inc. v. Com-Net
Prof’l Mobile Radio, 846 A.2d 1264, 1278 (Pa. Super. Ct. 2004)).

19

and the subsidiary was independently financed. Id. at 22. Accordingly, the court found that the
facts weighed in favor of finding that the parent and subsidiary behaved as “a typical parentsubsidiary relationship rather than [the subsidiary] being the mere instrumentality of [the
parent].” Id. See also In re Enterprise Rent-A-Car Wage & Hour Employ. Practices Litig., 735
F. Supp. 2d 277, 323 (W.D. Pa. 2010) (applying the ten factors and finding that ownership,
shared directors, common marketing images, and a unified information technology system did
not implicate the parent company’s control over the Pennsylvania subsidiary’s internal workings
or daily operations).
So too here, PJSC and its American subsidiaries had a typical parent-subsidiary
relationship. PJSC did not own GPMI stock. Martynov Decl., ¶ 18. PJSC has its own board of
directors and none of PJSC’s directors were ever directors or officers of GPMI. Id. ¶ 19. PJSC
maintains its own books and records and its accounts were not comingled with GPMI. Id. ¶ 21.
PJSC employed its own personnel. Id. PJSC never controlled the day-to-day operations of
GPMI, including its budgeting, marketing, operating, personnel, or sales. Id. ¶ 23. PJSC never
demanded that GPMI seek its approval for the majority of its operations. Id. ¶ 24. PJSC
provided management oversight as the parent corporation, but never directed that GPMI
undertake any certain action. Id. ¶ 26. PJSC made every effort to maintain corporate
separateness, observe corporate formalities, and functioned independently from GPMI in all
regards. Based on the totality of these factors, it would be unjust to exercise personal jurisdiction
over PJSC on an alter ego theory based on its connection to GPMI. See Smith v. Ford Motor Co.,
No. 1814, 2014 WL 8845355, at *3 (Pa. Ct. Com. Pl. Jan. 24, 2014) (no alter ego jurisdiction
where subsidiary was “a fully funded and viable company which maintains separate and
independent books, records, financial statements, and bank accounts”).

20

The Commonwealth may not rely on the conclusory allegations in the Second Amended
Complaint to support its assertion of personal jurisdiction. The Commonwealth in large part
relies on threadbare and conclusory allegations to assert that PJSC’s indirect subsidiaries were in
fact its agents or alter egos. See, e.g., SAC ¶ 301 (“GPMI acted as agent for . . . [PJSC] and
LAC”); ¶ 304 (“GPMI, LAC and LNA acted as agents for [PJSC]”); ¶ 313 (“Vadim Gluzman, on
behalf of and as an agent for [PJSC] . . .”); ¶ 339 (“acted as alter-egos and/or as if GPMI was a
department”); and ¶ 345 (“directly, indirectly, and through agents and/or officers, or alter-egos,
successors in liability”). By the same token, the Commonwealth emphasizes, without support,
that certain actions were allegedly taken at PJSC’s direction. See, e.g., id. ¶ 301 (“GPMI, at the
direction of LAC and [PJSC], entered into an Amended Master Lease . . .”); ¶ 305 (“with the
approval and at the direction of [PJSC] and LAC, GPMI obtained a loan . . .”); and ¶ 314
(“[PJSC] directed LAC to create LNA . . .”). Far from well-pleaded allegations, these are simple
legal conclusions. Glaringly absent from these legal conclusions are any supporting factual
allegations describing how each entity or person was acting as PJSC’s agent or alter ego.
Standing alone, the Commonwealth’s “conclusory” allegations are “insufficient for specific
personal jurisdiction purposes.” O’Neill v. Asat Tr. Reg. (In re Terrorist Attacks on Sept. 11,
2001), 714 F.3d 659, 676 (2d Cir. 2013).
The Commonwealth makes much hay of the fact that PJSC used its “trademarks to
conduct business . . . through subsidiaries that held themselves out as Lukoil,” SAC ¶ 296, “put
the Lukoil trademarks” on various items, id. ¶ 303, and that the American subsidiaries “held
themselves out as ‘Lukoil’ in signage . . . and other business activities,” id. ¶ 304, but none of
that establishes PJSC’s control and domination of GPMI. A subsidiary’s use of its parent’s
trademarks does not, by itself, “rise to the level of necessary control to establish [alter ego].”

21

Fulano, 236 A.3d, at 21 (allegations that subsidiary “is free to use [parent’s] trademark symbol
without any compensation” does not establish alter ego relationship). See also In re Enterprise,
735 F. Supp. 2d at 323 (“The common marketing image and joint use of trademarked logos fail
to render [subsidiary] an alter ego of [parent] . . . this evidence does not demonstrate the
necessary control by defendant parent over the subsidiaries.”). Because the Commonwealth fails
to allege how the use of a PJSC or PJSC-related logo “would [] rise to the level of necessary
control to establish [alter ego],” its trademark-related allegations necessarily fail to justify the
exercise of jurisdiction over PJSC. See Fulano, 236 A.3d at 21.
Moreover, the Commonwealth’s allegations that “[PJSC] regularly called” its
subsidiaries’ executives to meetings to “tell them how to manage” the subsidiaries, SAC ¶ 343,
or required those executives to report back to the parent, id. ¶ 334, establish nothing more than
the “typical [interactions] in a parent-subsidiary relationship and does not involve the kind of
day-to-day control needed to establish an alter ego relationship.” Fulano, 236 A.3d at 21. The
mere fact that a subsidiary’s executives meet regularly with the parent’s executives is not enough
to overcome the “strong presumption in Pennsylvania against piercing the corporate veil.”
Advanced Tel. Sys., Inc. v. Com-Net Prof’l Mobile Radio, LLC, 846 A.2d 1264, 1278 (Pa. Super.
Ct. 2004) (quoting Wedner v. Unemployment Board, 296 A.2d 792, 794 (Pa. 1972) (affirming
district court’s decision to refuse to pierce the corporate veil)). Even allegations that the parent
and subsidiary shared officers and directors—which is not the case here—do not suffice without
more. Williams, 2019 WL 4888570, at *5 (“Typically, a corporate parent . . . retains its distinct
identity even though it may share common directors, officers, and shareholders with a
subsidiary.”) (citing Botwinick, 213 A.2d at 354).

22

In Williams, the court reviewed the ten factors referenced above and concluded that the
subsidiary in that case was the “instrumentality” of the parent because “the relevant facts
demonstrat[ed] a level of involvement by [the parent] that exceed[ed] mere macro-management.”
2019 WL 4888570, at *9. The court pointed to many facts that weighed in favor of exercising
alter ego jurisdiction, including that the parent and subsidiary shared members on their respective
boards of directors; the parent trained the subsidiary’s CFO; the parent required the subsidiary’s
executives to travel to its Russian headquarters several times per year; the parent’s executives
visited the subsidiary’s operation annually; and the parent maintained daily contact with the
subsidiary’s legal department and required regular submission of financial and performance
reports. Id. at *12. The court highlighted that the parent acquired the subsidiary to mine an
essential element in its steel-making operation, making the subsidiary “little more than a source
of coal for [the parent’s] steel manufacturing machine.” Id. With that set of facts, the court
reasoned that the parties did “not present the typical parent-subsidiary relationship.” Id.
The facts of this case could not be more different.15 The Commonwealth has not alleged
that PJSC controlled its American subsidiaries through its regular meetings or that it managed the
daily minutiae of their internal affairs, budgeting, marketing, operating, personnel, or sales. Nor
has the Commonwealth alleged that PJSC required its American subsidiaries to obtain its
approval for the majority of their operations. And with good reason: PJSC never did. See
Martynov Decl., ¶¶ 23-24. At most, PJSC provided the oversight and direction typical of a
parent holding corporation, none of which allows this Court to disregard the “general rule that
the corporate entity should be recognized and upheld, unless specific, unusual circumstances call

15
Although this Court concluded that the Commonwealth had made out a prima facie case for alter ego
jurisdiction over LAC on the basis of its contacts with GPMI, based in large part on the Williams decision, August 2
Order, at 24-35, the Court should reach a different result as to PJSC for the reasons elaborated herein.

23

for an exception.” Advanced Tel. Sys., 846 A.2d at 1278 (citing Zubik v. Zubik, 384 F.2d 267,
273 (3d Cir. 1967)); see also Smith, 2014 WL 8845355, at *3 (a parent “requiring approval of
[the subsidiary’s] officers and directors, supervising its operations and product lines, and
approving certain aspects of its day-to-day business activities” were indicia of “normal parentsubsidiary relationship”). There is nothing about the relationship between PJSC and GPMI that
sets it apart as anything other than a typical parent and subsidiary.
The Commonwealth’s allegations fail to satisfy another important factor in the alter ego
jurisdiction analysis, which is to show that the subsidiary was performing functions that the
parent corporation would ordinarily do itself. See Williams, 2019 WL 4888570, at *7 (citing the
eighth factor, “the subsidiary’s performance of business functions that the parent company would
normally conduct”). The Commonwealth alleges that PJSC and its American subsidiaries had,
among other things, “similar or supplementary business functions,” SAC ¶ 344, but does not
plausibly allege that any subsidiary was performing functions that PJSC would normally
conduct. Indeed, the operations of GPMI, which are central to the Commonwealth’s Second
Amended Complaint, were completely distinct from PJSC’s operations. GPMI existed prior to
its acquisition by LAC, and served a purpose well distinct from PJSC: the operation of hundreds
of service stations in the United States and their associated petroleum storage and distribution
infrastructure. In Williams, as described above, the court reviewed multiple factors to determine
whether it could exercise alter ego jurisdiction in Pennsylvania over a foreign parent company.
2019 WL 4888570, at *9-13. For many reasons, the court concluded it had jurisdiction,
including because the subsidiary was “performing an essential function in the steel making
process that [the parent] would otherwise have to perform internally.” Id. at *13. By contrast,
PJSC, as a holding company in the Russian Federation that has never been directly involved in

24

the refining, distribution, or marketing of gasoline in the United States, could not itself have
performed GPMI’s function in Pennsylvania or anywhere else. See In re Enterprise, 735 F.
Supp. 2d at 324 (finding it would have been improper to impute jurisdiction because “the
subsidiary is not performing a function that the parent would otherwise have had to perform
itself”).
The best the Commonwealth can do is allege that PJSC was involved in one significant
transaction—the acquisition of GPMI—a venture that the Commonwealth concedes was out of
the ordinary as it was the “first [acquisition] by a Russian company of a publically [sic] held U.S.
company.” SAC ¶ 299. In any event, the guarantees and related financing PJSC allegedly
provided to GPMI via other subsidiaries are insufficient to meet the Commonwealth’s burden to
establish PJSC’s control. Lieberman v. Corporacion Experienca Unica, S.A., 226 F. Supp. 3d
451, 470 (E.D. Pa. 2016) (transfers of money between affiliate companies do not “rise to the
level” of alter ego under Pennsylvania law). The Commonwealth’s allegations about the
acquisition and eventual bankruptcy filing of GPMI—the truth of which PJSC disputes, see
Martynov Decl., ¶ 27—do not establish that PJSC had any involvement in the subsidiaries’
actions outside of a single transaction, and are thus insufficient to warrant an exercise of alter ego
jurisdiction over PJSC.
In the MTBE case pending in the District of Maryland, the court declined to exercise alter
ego jurisdiction over PJSC based on the conduct of GPMI. State of Maryland, 406 F. Supp. 3d at
446-48. Although the evidence demonstrated that “PJSC exercised some control over GPMI,”
including that “PJSC contributed capital to GPMI, served as a guarantor on GPMI’s major
contracts, oversaw GPMI’s budget, and shared its brand name with GPMI,” the court concluded
that Maryland had “not sustained its burden of showing that PJSC exerted a degree of control

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over GPMI greater than that of a typical parent company.” Id. at 447. The court cited to
multiple facts to support its conclusion that “PJSC and GPMI existed largely as separate
entities,” including that “they maintained their own books and records, had their own boards of
directors, and did not comingle their accounts,” and that “PJSC never exercised control over the
day-to-day operations of GPMI.” Id. Moreover, the Maryland court determined that “the
exercise of personal jurisdiction over PJSC, a foreign corporation, would impose a significant
burden upon it” and “would offend traditional notions of fair play and substantial justice.” Id. at
448. All of those facts and principles are before this Court as well and support a similar finding
here.
C. Because the Commonwealth Has Failed to Plead Any Specific Facts Establishing
PJSC’s or LPA’s Contacts With Pennsylvania, It Is Not Entitled to Jurisdictional
Discovery
As explained above, when the Commonwealth’s bare legal conclusions are set aside, its
remaining allegations in the Second Amended Complaint fail to make even a prima facie case
establishing PJSC’s or LPA’s contacts with Pennsylvania. Thus, to the extent the
Commonwealth seeks it, jurisdictional discovery is not warranted here. See, e.g., TNK Marine
Transp., LLC v. Big 3 Diesel Repair, LLC, No. 2:18-cv-01211-MJH, 2018 WL 6602214, at *4
(W.D. Pa. Dec. 17, 2018) (denying the plaintiff’s request to take jurisdictional discovery where
the plaintiff “only has suggested speculative allegations that discovery may likely yield more
specific examples of Big 3’s contacts with Pennsylvania” which “falls short of setting forth a
prima facie case that Big 3 purposefully availed itself in conducting activity in Pennsylvania”).

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II.

THE SECOND AMENDED COMPLAINT SHOULD BE DISMISSED AGAINST
THE REMAINING LUKOIL DEFENDANTS FOR FAILURE TO STATE A
CLAIM
Even if this Court were to find a basis for exercising personal jurisdiction over PJSC and

LPA, this Court should dismiss the Second Amended Complaint against the Remaining LUKOIL
Defendants for “failure to state a claim upon which relief can be granted.” Fed. R. Civ. P.
12(b)(6). “To survive a motion to dismiss, a complaint must contain sufficient factual matter,
accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556
U.S. 662, 678 (2009) (quoting Bell Atlantic v. Twombly, 550 U.S. 544, 570 (2007)). See also In
re Methyl Tertiary Butyl Ether (MTBE) Prods. Liab. Litig., 959 F. Supp. 2d 476, 489 (S.D.N.Y.
2013) (“[T]he court ‘need not accord [l]egal conclusions, deductions or opinions couched as
factual allegations. . .a presumption of truthfulness’”) (citation omitted). “While a complaint
attacked by a Rule 12(b)(6) motion to dismiss does not need detailed factual allegations, a
plaintiff’s obligation to provide the ‘grounds’ of his ‘entitle[ment] to relief’ requires more than
labels and conclusions, and a formulaic recitation of the elements of a cause of action will not
do[.]” Twombly, 550 U.S. at 555 (internal citations omitted).
A. This Court Should Dismiss the Second Amended Complaint Against PJSC Because
the Commonwealth Has Failed to Plead a Theory of Indirect Liability
This Court should dismiss the Second Amended Complaint against PJSC for the same
reason that it dismissed the claims against LAC—the Commonwealth has not, and cannot, plead
sufficient facts to pierce the corporate veil as to PJSC. The Commonwealth does not have direct
claims against PJSC—a Russian corporation that is not alleged to have ever had its own
operations or presence in Pennsylvania. See supra, I.A.i. Rather, as with LAC, any claims
against PJSC turn on whether PJSC can be held liable for GPMI’s alleged conduct related to
MTBE. The Commonwealth spins a narrative about the alleged fraudulent transfer of GPMI’s
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assets between the LUKOIL entities, but as this Court has already found, the facts pled in the
Second Amended Complaint about the alleged fraud upon GPMI are not sufficient to pierce the
corporate veil of GPMI’s direct parent, LAC. This Court’s reasoning in its August decision
dismissing all claims against LAC is the law of the case,16 and if the veil cannot be pierced as to
GPMI’s direct parent, then it cannot be pierced as to PJSC, GPMI’s indirect parent who sits
many entities above LAC in the corporate structure.
In its August 2 Order, this Court dismissed the Commonwealth’s veil-piercing theory as
to LAC, concluding that the Commonwealth had “failed to allege sufficient facts to state a claim
against LAC on a veil-piercing theory, and so any claims premised on GPMI’s conduct following
its acquisition by LAC must be dismissed.” August 2 Order, at 39. Applying Maryland law,17
this Court explained that in Maryland, “a corporation’s veil will only be pierced ‘where it is
necessary to prevent fraud or enforce paramount equity.’” Id. at 36-37 (quoting Serio v. Baystate
Properties, LLC, 60 A.3d 475, 488 (Md. Ct. Spec. App. 2013) (quoting Bart Arconti & Sons, Inc.
v. Ames-Ennis, Inc., 340 A.2d 225 (Md. 1975))). See also Hildreth v. Tidewater Equip. Co., 838
A.2d 1204, 1210 (Md. 2003) (courts will disregard the corporate entity when “the corporation is
used as a mere shield for the perpetration of a fraud” or where failing to disregard the corporate
form will create “an inequitable result, involving fundamental unfairness”). The Court noted that
“Maryland is more restrictive than other jurisdictions in allowing a plaintiff to pierce a
corporation’s veil.” Id. at 37 (quoting Serio, 60 A.3d at 484 (citation omitted)).

16

In re PCH Assocs., 949 F.2d 585, 592 (2d Cir. 1991) (“Under the law of the case doctrine, a decision on
an issue made at one stage of a case becomes binding precedent to be followed in subsequent stages of the same
litigation.”). The Second Circuit has “repeatedly stated [that it] will not depart from the law of the case absent
cogent or compelling reasons.” Pescatore v. Pan Am. World Airways, Inc., 97 F.3d 1, 8 (2d Cir. 1996) (internal
quotation marks and alteration omitted).
17
As this Court explained, “in accordance with Judge Scheindlin’s earlier determination [in this case],
Maryland law applies to whether GPMI’s corporate veil should be pierced….” August 2 Order, at 36.

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This Court concluded that the Commonwealth had not met its burden of showing that
piercing GPMI’s corporate veil was necessary under either prong of Maryland’s restrictive test.
Indeed, this Court found that the “Commonwealth does not even attempt to demonstrate how
piercing GPMI’s veil would prevent fraud or enforce a paramount equity[] such that veilpiercing is warranted under Maryland law.” August 2 Order, at 37. Regarding the fraud prong,
the Court found that the allegations that LAC fraudulently transferred GPMI’s assets to LNA
prior to GPMI’s bankruptcy did not support piercing the corporate veil. Id. at 37-38.
Notwithstanding the Commonwealth’s arguments in its briefing, this Court concluded that
nothing in the Second Amended Complaint itself “suggests that the alleged fraudulent transfer of
assets constitutes a fraud or inequity that could be prevented or mitigated by piercing GPMI’s
corporate veil.” Id. Indeed, as the Court rightly pointed out, the “Commonwealth has not
alleged that it was a victim or that it has been impacted by the purported fraud in any way,” but
rather alleged that GPMI itself was the victim of a fraud, so the fraud exception to Maryland’s
rule of corporate separateness is inapplicable here. Id. at 38.
As for the paramount inequity exception, this Court similarly found that the
Commonwealth had failed to meet its burden. As this Court explained, “no Maryland appellate
court has ultimately ‘found an equitable interest more important than the state’s general interest
in limited shareholder liability,’” so “the paramount inequity exception is also inapplicable.” Id.
at 38-39 (quoting Serio, 60 A.3d at 484-85). Because the Court concluded that “the alleged
fraudulent transfer of GPMI’s assets does not constitute the type of ‘fraud’ that warrants piercing
the corporate veil under Maryland law,” this Court found that the Commonwealth could not avail
itself of the paramount inequity exception either. Id. at 39. Accordingly, this Court dismissed all
claims against LAC premised on GPMI’s conduct following its acquisition by LAC.

29

Claims that fail against LAC must similarly fail against PJSC as the connection between
GPMI and PJSC is even more attenuated. If the veil cannot be pierced as to GPMI’s direct
parent, LAC, then the Commonwealth cannot instead pierce multiple veils to reach PJSC, the
indirect parent of GPMI, through LAC. See Capmark Fin. Grp. Inc. v. Goldman Sachs Credit
Partners L.P., 491 B.R. 335, 349 (S.D.N.Y. 2013) (explaining that to disregard “sister”
subsidiaries, a plaintiff must “double-pierce,” that is, “the veils separating each entity from the
shared corporate parent must be pierced”). The Commonwealth’s allegations that PJSC
participated in the alleged fraud against GPMI, as opposed to a fraud that impacted or damaged
the Commonwealth in any way, are not sufficient to pierce the veil as to PJSC. August 2 Order,
at 38. This Court’s reasoning as to LAC applies with even more force to PJSC as GPMI’s
indirect parent, and all claims against PJSC premised on GPMI’s conduct should be dismissed.
B. This Court Should Dismiss the Second Amended Complaint as to LNA Because the
Commonwealth Has Not Stated a Claim Based on Successor Liability
The Commonwealth’s claims against LNA should similarly be dismissed because the
August 2 Order already concluded that the Commonwealth has failed to plead a basis for
successor liability. LNA did not exist until 2007 and did not acquire assets until 2009, SAC
¶¶ 314-15, 317-20, and there are no allegations in the SAC to suggest that LNA had anything to
do with the operation of gasoline stations before 2009, years after the industry stopped using
MTBE. The Commonwealth, therefore, has no direct claims against LNA.
Instead, it appears the Commonwealth’s theory as to LNA is that it should be responsible
for GPMI’s alleged conduct simply because LNA acquired certain of GPMI’s assets in 2009.
However, as this Court has already determined, the Second Amended Complaint is completely
devoid of the factual allegations required to establish successor liability. August 2 Order, at 40.

30

Therefore, any claims against LNA based on successor liability for GPMI’s alleged conduct
should be dismissed.
C. This Court Should Dismiss the Second Amended Complaint Against LPA Because
It Fails to Plead Any Facts Against LPA
This Court should dismiss the Second Amended Complaint against LPA because the
Commonwealth has not articulated a single allegation against LPA that could put LPA on notice
of the case against it. Indeed, while other defendants are referred to by name throughout the
Second Amended Complaint, the only mentions of LPA in the entire Second Amended
Complaint are in one paragraph describing LPA as a “Delaware limited liability company with a
registered Pennsylvania address” with its principal place of business in New York, SAC ¶ 86,
and another stating in a conclusory fashion that LPA along with multiple other defendants
“distributed, stored and sold MTBE gasoline in Pennsylvania.” SAC ¶ 128.18 While the Federal
Rules of Civil Procedure generally require only a short and plain statement of the claim and do
not require a party to plead detailed factual allegations, see Fed. R. Civ. P. 8(a)(2), a plaintiff
does have to plead sufficient facts to give rise to a reasonable inference that the named defendant
is liable for the alleged misconduct. Iqbal, 556 U.S. at 678. Therefore, even with the liberal
pleading standards provided by the Federal Rules of Civil Procedure, the Commonwealth is still
required to place LPA on notice of the claims against it.
To the extent the Commonwealth attempts to rely on its allegations against the other
LUKOIL Defendants to establish liability against LPA, such an attempt to lump all the LUKOIL
Defendants together does not pass muster. First, LPA is not alleged to be a part of the corporate

18
It is no surprise that there are no allegations against LPA because LPA has nothing to do with the
manufacturing of MTBE gasoline and/or the operation of gas stations. LPA is a trading entity. It is not an oil
refiner and it has never owned or operated refineries or gas stations in Pennsylvania or anywhere else. More
specifically, LPA has never manufactured MTBE gasoline. See I.A. above.

31

family through which it has attempted to assert liability against PJSC, LAC, and LNA for
GPMI’s alleged conduct. Compare SAC ¶¶ 83-85 (describing PJSC, LAC, and LNA in relation
to each other) with ¶ 86 (describing LPA without any mention of another LUKOIL entity).
Moreover, this sort of group pleading is widely discouraged by federal courts. Canon
U.S.A., Inc. v. F & E Trading LLC, No. 15-cv-6015, 2017 WL 4357339, at *7 (E.D.N.Y. Sept. 29,
2017) (“It is well-established in this Circuit that plaintiffs cannot simply ‘lump’ defendants
together for pleading purposes.”) (citing Ritchie v. Northern Leasing Sys., Inc., 14 F. Supp. 3d
229, 236 (S.D.N.Y. 2014)); Holmes v. Allstate Corp., No. 11-cv-1543, 2012 WL 627238, at * 22
(S.D.N.Y. Jan. 27, 2012) (“[G]roup pleading” violates Fed. R. Civ. P. 8(a)’s requirement that a
pleading “give each defendant fair notice of the claims against it.”). See also, e.g., Leneau v.
Ponte, No. 1:16-CV-776-GHW, 2018 WL 566456, at *15 (S.D.N.Y. Jan. 25, 2018)
(“[C]omplaints that rely on ‘group pleading’ and fail to differentiate as to which defendant was
involved in the alleged unlawful conduct are insufficient to state a claim.”) (internal citations
omitted); Opinion and Order, Pennsylvania v. Exxon Mobil Corp. (In re MTBE Prods. Liab.
Litig.), No. 14-cv-06228 (S.D.N.Y. July 2, 2015) (Scheindlin, J.), ECF No. 152 at 18 (“The
remaining allegations accusing defendants – as a group – of engaging in deceptive conduct or
otherwise violating the UTPCPL are simply too vague as to each defendant under Twombly and
its progeny to state a claim.”); Thomas v. Venditto, 925 F. Supp. 2d 352, 363 (E.D.N.Y. 2013)
(dismissing § 1983 claims for impermissible group pleading, where, “aside from four paragraphs
that state where these defendants reside and where they are employed [the defendants were] are
not mentioned anywhere in the Complaint”).
The Commonwealth failed to include any factual allegations against LPA in the Second
Amended Complaint that could put LPA on notice of how it is connected to the alleged MTBE

32

contamination or any other alleged claims against it. This is not surprising, as a trading entity
like LPA simply has nothing to do with the MTBE dispute. The general strategy of lumping
defendants into a group and alleging that the group did something supposedly objectionable is
wholly insufficient to establish a cause of action against LPA. Absent any allegation to support a
claim against LPA in the Second Amended Complaint, the Court should dismiss LPA.
CONCLUSION
For the foregoing reasons, PJSC and LPA respectfully request that this Court dismiss the
Commonwealth’s Second Amended Complaint as against them, with prejudice, for lack of
personal jurisdiction, and deny any attempt for jurisdictional discovery, and the Remaining
LUKOIL Defendants respectfully request that this Court dismiss the Second Amended
Complaint, with prejudice, for failure to state a claim against them.
Dated: October 1, 2021

Respectfully submitted,
/s/ Joseph L. Sorkin
Joseph L. Sorkin
Anne M. Evans
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, New York 10036
Phone: [phone], Fax: [phone]
[e-mail]
[e-mail]
Ellen L. Pierce (admitted pro hac vice)
AKIN GUMP STRAUSS HAUER & FELD LLP
Two Commerce Square
2001 Market Street
Suite 4100
Philadelphia, PA 19103
Phone: [phone], Fax: [phone]
[e-mail]
Counsel for PJSC LUKOIL, LUKOIL North
America LLC, and LUKOIL Pan Americas LLC
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CERTIFICATE OF SERVICE
I certify that on October 1, 2021, I caused a true and correct copy of the foregoing
Memorandum of Law as well the accompanying Notice of Motion and supporting declarations to
be served by CM/ECF to all counsel of record registered to the Court’s CM/ECF system as well
as by electronic filing via File & ServeXpress on all counsel of record.

/s/ Anne M. Evans___________

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