Innospec Ltd. v. Ethyl Corporation

Filing 17

MEMORANDUM OPINION (signed by District Judge John A. Gibney, Jr. on 7/29/2014) (rpiz)

IN THE UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
Richmond Division

INNOSPEC LTD.,
Plaintiff,
v.

Civil Action No. 3:14cvl58-JAG

ETHYL CORPORATION,
Defendant.

MEMORANDUM OPINION

This matter comes before the court on the defendant's Motion to Dismiss for Lack of

Jurisdiction, pursuant to Fed. R. Civ. P. 12(b)(1). (Dk. No. 11.)

Innospec, Ltd., seeks a declaratory judgment stating that it has the right to terminate its

requirements contract with Ethyl Corporation on the basis of changed, previously unforeseeable
economic conditions. Because the complaint demonstrates a substantial and immediate legal

dispute, the Court exercises its discretion to hear the matter, and DENIES the motion to dismiss.
I. Material Facts

Innospec, a fuel additive manufacturer, entered a contract in 1998 to supply Ethyl
tetraethyl lead ("TEL"), a lead-based fuel additive. The contract requires Innospec to sell TEL to

Ethyl to meet Ethyl's market demands for as long as Innospec continues to manufacture or supply
TEL. In 2007, the parties amended the contract, tying the price of TEL to the United Kingdom

retail price index, but placing no other caveats on Innospec's obligation to sell TEL to Ethyl for as
long as Innospec manufactures the additive and Ethyl expresses a desire to purchase it.
Unfortunately for Innospec, the worldwide market for TEL has changed significantly since

the additive's halcyon days as an essential additive in both motor vehicle and aviation fuel.

Today, only Algeria still permits the use of leaded motor fuel. While TEL continues to be used in