International Environmental Management, Inc. v. United Corporate Services, Inc., 2017 U.S. App. LEXIS 9180

IEM, a Georgia corporation, contracted with United Corporate Services (UCS) as its Missouri registered agent in 2006; later terminated UCS and engaged CT Corporation (CT) in late 2007.
CT filed a change-of-agent form in an inactive Secretary of State file but not in IEM’s active Missouri file; UCS did not file a resignation; Missouri records continued to list UCS as IEM’s registered agent.
In 2009, process for a negligence suit (Sieg) was served on UCS; UCS accepted service and (allegedly) failed to forward or notify IEM, leading to IEM’s default and a $9.7M judgment.
IEM sued UCS and CT in federal court (diversity) for breach of fiduciary duty, breach of contract, and negligence; defendants removed the case and moved to dismiss.
The district court dismissed all claims against UCS (holding UCS’s duties ended when IEM terminated the contract and that IEM bore the duty to notify the Secretary of State) but denied CT’s motion; after discovery IEM settled with CT, moved for reconsideration as to UCS, which was denied; IEM appealed.
The Eighth Circuit reversed dismissal of the breach of fiduciary duty claim as to UCS, affirmed dismissal of breach of contract and negligence (IEM waived those arguments), and upheld denial of leave to add bailment/conversion claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether UCS owed a fiduciary duty when it accepted service after termination	UCS remained the statutory registered agent because Missouri law requires proper revocation; thus UCS owed a fiduciary duty to receive and forward process	Any contractual fiduciary duty ended on termination; IEM had the responsibility to change the registered agent and notify third parties, so UCS had no post-termination duty	Reversed dismissal: statutory duties of a registered agent can persist absent proper revocation; IEM plausibly pleaded breach causing harm
Whether breach of contract and negligence claims were properly pleaded	IEM argued facts supported those claims	UCS argued duties ended and claims fail	Affirmed dismissal with prejudice (IEM waived appellate challenge)
Whether IEM could add bailment and conversion claims on reconsideration	IEM argued depositions supported new tort claims	UCS argued claims were untimely and not pleaded or moved to amend	Affirmed denial of reconsideration/leave to add claims — court found claims untimely and insufficiently pleaded
Standard of review and applicable law (state substantive law, federal pleading)	IEM relied on Missouri substantive law for duties and alleged facts under federal Rule 12(b)(6) review	Defendants cited Missouri statutes and caselaw requiring agent/principal steps to change registration	Court applied Missouri law for substantive issues and federal pleading standards; reviewed dismissal de novo

OmegaGenesis Corp. v. Mayo Found. for Med. Educ. & Research, 851 F.3d 800 (8th Cir. 2017) (standard of review for Rule 12(b)(6) dismissal)
Council Tower Ass’n v. Axis Specialty Ins. Co., 630 F.3d 725 (8th Cir. 2011) (applying state law in diversity cases)
Emerson Elec. Co. v. Marsh & McLennan Co., 362 S.W.3d 7 (Mo. 2012) (agency creates fiduciary relationship as a matter of law)
State ex rel. McDonald’s Corp. v. Midkiff, 226 S.W.3d 119 (Mo. 2007) (scope of registered agent is to receive and transmit notices and process)
Sieg v. Int’l Envtl. Mgmt., Inc., 375 S.W.3d 145 (Mo. Ct. App. 2012) (Missouri Court of Appeals decision discussing which filing controlled registered-agent status)
Mid-West Eng’g & Constr. Co. v. Campagna, 397 S.W.2d 616 (Mo. 1965) (statute can create specific agency duties beyond contract)
Robert T. McLean Irrevocable Tr. v. Patrick Davis, P.C., 283 S.W.3d 786 (Mo. Ct. App. 2009) (elements of a breach of fiduciary duty claim)
Montin v. Moore, 846 F.3d 289 (8th Cir. 2017) (appellate waiver for unraised arguments)
Hagerman v. Yukon Energy Corp., 839 F.2d 407 (8th Cir. 1988) (standard for reviewing denial of motions to alter or amend judgment)