Maricultura Del Norte v. World Business Capital, Inc.
159 F. Supp. 3d 368
S.D.N.Y.2015Background
- Marnor and Servax are Mexican tuna-farming companies in a joint venture; Marnor borrowed from WBC secured by fleet mortgages and later defaulted.
- WBC began foreclosure in Mexico and seized Marnor’s vessels; Plaintiffs allege they could not cure because WBC (and later assignee Umami) refused to state a payoff amount.
- Servax disclosed confidential financial information to Amerra (via Tashjian) during financing talks; Amerra allegedly promised confidentiality but told Umami, enabling Umami to acquire WBC’s loan rights.
- Umami, a direct competitor, acquired WBC’s rights and thereby control over the seized vessels; Plaintiffs claim this foreclosed their ability to export tuna to the U.S. and harmed competition.
- Plaintiffs sued Amerra and Tashjian for breach of contract, fraud, tortious interference, and Sherman Act violations; Amerra moved to dismiss; court granted in part and denied in part.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of contract (confidentiality) | Servax disclosed confidential info to Amerra based on a promise of confidentiality; oral promise bound Amerra | No enforceable contract covering Servax; attached written NDA did not include Servax | Denied dismissal — plausible oral agreement/modification alleged; claim survives pleading stage |
| Fraud (based on confidentiality promise) | Misrepresentation that Amerra would keep info confidential; alleged intent not to perform | Fraud duplicates breach and fails Rule 9(b); cannot plead fraud for same facts as contract | Dismissed — duplicative of contract claim and not collateral/special-damage-based fraud |
| Tortious interference | Amerra’s disclosure/procurement caused breach of Marnor/Servax JV by preventing cure and release of vessels | Amerra had no legal ability to accept payment or release vessels; not the but-for cause | Dismissed — plaintiffs failed to plead Amerra as but-for cause under Mexican or New York law |
| Sherman Act (Section 1) | Amerra and Umami conspired to exclude Marnor/Servax from U.S. import market, harming competition and increasing prices | FTAIA bars claims; also lack of antitrust standing/antitrust injury; insufficient conspiracy pleading | Dismissed — FTAIA’s import exception applies, but plaintiffs lack antitrust standing because injury flowed from Marnor’s default/foreclosure, not the alleged conspiracy |
Key Cases Cited
- Cargo Partner AG v. Albatrans, Inc., 352 F.3d 41 (2d Cir. 2003) (standard for pleading and drawing inferences on a motion to dismiss)
- Ashcroft v. Iqbal, 556 U.S. 662 (U.S. 2009) (plausibility pleading standard)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (U.S. 2007) (plausibility and the need for factual allegations)
- Hidden Brook Air, Inc. v. Thabet Aviation Int’l Inc., 241 F. Supp. 2d 246 (S.D.N.Y. 2002) (elements of breach of contract under New York law)
- Bridgestone/Firestone, Inc. v. Recovery Credit Servs., Inc., 98 F.3d 13 (2d Cir. 1996) (statements of present intent generally insufficient to state fraud under New York law)
- Gatt Commc’ns, Inc. v. PMC Assocs., L.L.C., 711 F.3d 68 (2d Cir. 2013) (antitrust standing and requirement that injury flow from the conduct that makes defendants’ acts unlawful)
- Lotes Co. v. Hon Hai Precision Indus. Co., 753 F.3d 395 (2d Cir. 2014) (interpretation of FTAIA and distinction between import and domestic-effects exceptions)
- In re Vitamin C Antitrust Litig., 904 F. Supp. 2d 310 (E.D.N.Y. 2012) (FTAIA import exception applies when conduct is directed at the U.S. import market)