Lloyd's Syndicate 457 v. Am. Global Mar. Inc.
346 F. Supp. 3d 908
S.D. Tex.2018Background
- Chevron contracted with American Global Maritime (AGM) as marine warranty surveyor for the Big Foot offshore project; AGM inspected, certified, and issued approvals for tendon installation.
- Underwriters paid Chevron for loss of tendons after 9 of 16 tendons sank and sued AGM (and parent/affiliates) asserting negligence, negligent misrepresentation, breach of fiduciary duty, products liability, and redhibition; Underwriters also asserted subrogated claims against FloaTEC and AGM.
- Court earlier dismissed FloaTEC (subrogation waiver) but allowed plausible direct tort claims against AGM and denied AGM’s motion to compel arbitration.
- AGM moved for summary judgment on several claims; three foreign Global Maritime entities moved to dismiss for lack of personal jurisdiction.
- The court granted the foreign entities’ 12(b)(2) motions (no prima facie jurisdiction; no alter-ego/single-enterprise ‘‘plus’’ factor; insufficient specific or general contacts; Rule 4(k)(2) fail) and granted AGM summary judgment on products-liability, redhibition, and fiduciary-duty claims but denied summary judgment on negligence and negligent-misrepresentation/negligent-professional-undertaking claims (record incomplete re: insurance/indemnity and causation).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether court can impute AGM’s Texas contacts to foreign parent/affiliates (alter-ego / single-business-enterprise) | Affiliates wholly control AGM; common name/branding, cash pooling, shared employees and financing justify imputation | Affiliates and AGM are separate: distinct offices, separate books, board minutes, contracts, capitalization, and corporate formalities; no plus factor | No jurisdictional imputation; dismissal for lack of personal jurisdiction over foreign entities granted |
| Whether foreign entities have specific or general jurisdiction in Texas (or under Rule 4(k)(2)) | Marketing, sending employees to Houston, participating in Gulf projects, and website/press releases create contacts with Texas/US | Contacts are indirect, performed by AGM; limited conference visits and occasional lending of personnel do not establish purposeful availment or continuous systematic contacts | No specific or general jurisdiction; Rule 4(k)(2) also fails for insufficient U.S.-wide contacts; dismissal granted |
| Whether AGM is liable under products liability, redhibition, or breach of fiduciary duty | Underwriters assert AGM’s approvals and certifications rendered components defective or misrepresented and that AGM owed them fiduciary duties | AGM: did not manufacture/sell bolts (no products liability), subrogation waiver bars redhibition against Other Assureds, and no fiduciary relationship with Underwriters (contract was with Chevron) | Summary judgment for AGM granted on products liability, redhibition, and fiduciary-duty claims (with prejudice) |
| Whether AGM owed tort duties (negligence, negligent misrepresentation, negligent professional undertaking) and whether confusion doctrine/insurance allocation precludes recovery | Underwriters: AGM knew underwriters would rely on certifications; duty exists (Barrie factors); negligent conduct caused loss; confusion doctrine should not bar recovery if AGM’s contract/insurance does not displace Underwriters’ duty to indemnify | AGM: Insured as Other Assured under policy; anti-subrogation/confusion may extinguish claims; contract with Chevron and AGM’s insurance/indemnity obligations may alter coverage; insufficient proof of breach/causation | Summary judgment denied on negligence and negligent-misrepresentation/negligent-professional-undertaking claims; court finds duty under Louisiana law plausible but material facts remain (coverage allocation, whether AGM waived policy benefits, breach and causation); further development permitted |
Key Cases Cited
- Walden v. Fiore, 571 U.S. 277 (2014) (specific-jurisdiction analysis focuses on defendant’s contacts with the forum rather than third‑party contacts)
- Daimler AG v. Bauman, 571 U.S. 117 (2014) (general jurisdiction limited to forum where defendant is essentially at home)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and fairness tests for specific jurisdiction)
- Helicopteros Nacionales de Colombia, S.A. v. Hall, 466 U.S. 408 (1984) (limits on general jurisdiction; single or isolated contacts insufficient)
- Barrie v. V.P. Exterminators, Inc., 625 So.2d 1007 (La. 1993) (Louisiana recognizes negligent misrepresentation to third parties who are known users of a report)
- PHC‑Minden, L.P. v. Kimberly‑Clark Corp., 235 S.W.3d 163 (Tex. 2007) (Texas alter‑ego / ‘‘plus factor’’ guidance for imputing subsidiary contacts to parent)
- U.S. Indus., Inc. v. Aetna Cas. & Sur. Co., 690 F.2d 459 (5th Cir. 1982) (interpretation of all‑risk insurance coverage under Louisiana law)