2:25-cv-01434
E.D. La.Sep 3, 2025Background:
- M.B. Barge Company (Florida broker) alleges it brokered marketing and sale of two Louisiana-located vessels owned by John W. Stone Oil (Louisiana) and that Braemar Shipbroking (USA) Inc. (Texas broker) dealt directly with Stone Oil and agreed to split brokerage commissions, leaving M.B. Barge owed $206,000 after closing.
- Braemar contested the amount, offered $200,000, then refused further payment; M.B. Barge sued in the Eastern District of Louisiana for breach of contract, unfair trade practices (La. Rev. Stat. § 51:1401 et seq.), tortious interference, and conversion.
- Braemar moved to dismiss under Fed. R. Civ. P. 12(b)(2) for lack of personal jurisdiction and 12(b)(3) for improper venue; alternatively sought transfer to S.D. Tex. or dismissal of the unfair-trade-practices claim under 12(b)(6).
- Plaintiff alleged limited additional contacts: Braemar handled at least two other transactions involving Louisiana-based vessels in 2022 and produced a draft sale agreement containing a Louisiana choice-of-law clause (but no broker signature block).
- The Court evaluated both general and specific jurisdiction under Fifth Circuit due-process standards and denied jurisdictional discovery as unlikely to reveal continuous/systematic Louisiana contacts.
Issues:
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| General personal jurisdiction | Braemar has conducted multiple Louisiana transactions and likely more; discovery should show continuous/systematic contacts making it "at home" in LA | Braemar is a Texas corporation with principal place of business in Texas and lacks continuous/systematic contacts with Louisiana | Dismissal — plaintiff failed to make a prima facie showing of general jurisdiction; jurisdictional discovery denied |
| Specific personal jurisdiction | Braemar negotiated with a Louisiana seller about a Louisiana-located vessel and a draft contract contains a Louisiana choice-of-law clause — thus purposeful availment and foreseeability of suit in LA | Contacts were limited/attenuated (negotiations with non-party seller; no broker party to the contract) and choice-of-law alone does not establish forum contact | Dismissal — contacts insufficient for specific jurisdiction; choice-of-law provision and negotiations do not establish minimum contacts |
| Jurisdictional discovery | Plaintiff requested discovery to uncover more Louisiana contacts to support general jurisdiction | Discovery unnecessary because plaintiff’s allegations are conclusory and unlikely to show continuous/systematic contacts | Denied — discovery would not likely produce facts establishing general jurisdiction |
| Alternative procedural grounds (venue/State-law claim) | Plaintiff asserted venue and state-law claims in LA | Court reserved or addressed alternatively | Not reached — court dismissed for lack of personal jurisdiction and did not decide venue or merits of state-law claim |
Key Cases Cited
- International Shoe Co. v. Washington, 326 U.S. 310 (1945) (establishes minimum contacts due-process standard for personal jurisdiction)
- Burger King Corp. v. Rudzewicz, 471 U.S. 462 (1985) (purposeful availment and foreseeability are central to specific jurisdiction analysis)
- Goodyear Dunlop Tires Operations, S.A. v. Brown, 564 U.S. 915 (2011) (general jurisdiction requires defendant be "at home" in the forum)
- Johnston v. Multidata Sys. Int’l Corp., 523 F.3d 602 (5th Cir. 2008) (prima facie burden and treatment of jurisdictional facts on dismissal motion)
- Moncrief Oil Int’l v. OAO Gazprom, 481 F.3d 309 (5th Cir. 2007) (random/fortuitous contacts insufficient for jurisdiction)
- Luv N’ Care, Ltd. v. Insta-Mix, Inc., 438 F.3d 465 (5th Cir. 2006) (distinguishes specific and general jurisdiction and sets fairness factors)
- Panda Brandywine Corp. v. Potomac Elec. Power Co., 253 F.3d 865 (5th Cir. 2001) (conclusory jurisdictional allegations are insufficient)
- Nuovo Pignone, SpA v. STORMAN ASIA M/V, 310 F.3d 374 (5th Cir. 2002) (three-step test for specific jurisdiction)
- Stuart v. Spademan, 772 F.2d 1185 (5th Cir. 1985) (choice-of-law clause is not equivalent to consent to jurisdiction)
- Conrad Shipyard, LLC v. Franco Marine 1, LLC, 431 F. Supp. 3d 839 (E.D. La. 2020) (distinguished — facts there supported jurisdiction because defendant expected harm in LA and had forum-related contractual connections)