107 F. Supp. 3d 174
D.D.C.2015Background
- Plaintiffs Nanko Shipping Guinea (NSG), Nanko Shipping USA, and Mori Diane allege NSG was authorized by the Republic of Guinea via a 2011 Technical Assistance Agreement (TAA) to exercise Guinea’s Article 9 shipping rights under the 1963 CBG Convention.
- Article 9 of the Convention purportedly reserves to Guinea a right to have up to 50% of exported bauxite carried on Guinean-flag or chartered vessels at competitive freight rates.
- Plaintiffs sued Alcoa, Inc. and Alcoa World Alumina LLC (Alcoa Defendants), claiming breach of third‑party‑beneficiary rights and § 1981 race discrimination for refusing to implement NSG’s shipping rights; Plaintiffs sought to amend to add Halco (a Convention party) and additional tort and conspiracy claims.
- Defendants moved to dismiss for lack of standing, failure to join the Republic of Guinea (an indispensable party), and failure to state plausible claims; Plaintiffs sought leave to file a Second Amended Complaint (SAC).
- The Court found only NSG had contractual standing; Nanko USA and Diane lacked independent Article III injuries and were dismissed for lack of standing.
- The Republic of Guinea is a necessary party because adjudication would affect Guinea’s Convention rights, but Guinea cannot be joined due to sovereign immunity and arbitration provisions in the Convention; under Rule 19(b) the action was dismissed. The proposed amendments were denied as futile.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing to assert third‑party beneficiary breach | NSG and its shareholders (Nanko USA, Diane) claim third‑party rights under the TAA/Convention | Only NSG is party to the TAA; shareholders have no independent contractual injury | Only NSG has standing for the breach claim; Nanko USA and Diane dismissed for lack of standing |
| § 1981 claim by shareholders | § 1981 protects right to make/enforce contracts; shareholders say race motivated impairment of NSG’s contract | § 1981 requires plaintiff to allege impairment of her own contractual rights | Shareholders lack personal contractual injuries under § 1981; dismissed |
| Failure to join indispensable party (Rule 19) | Plaintiffs seek relief interpreting Article 9 and enforcing Guinea’s rights via NSG/TAA | Guinea’s rights would be affected and Guinea cannot be joined because of sovereign immunity; Convention contains mandatory arbitration | Guinea is a required party; cannot be joined; under Rule 19(b) action must be dismissed in equity and good conscience |
| Motion to amend / futility (adding Halco, §1985, tortious interference, civil conspiracy) | Proposed SAC adds Halco and statutory/tort claims to cure defects | Amendment is futile because Guinea is indispensable and additional claims fail to state plausible causes of action | Motion to amend denied as futile; proposed §1985, tortious interference, conspiracy claims would not survive dismissal |
| Tortious interference claim viability | Alleged interference by defendants in refusing to execute shipping contracts | Plaintiffs allege inaction/refusal to deal, not affirmative intentional acts required for D.C. tortious interference | Claim fails because allegations rest on inaction and lack the required affirmative intent; futile to add |
Key Cases Cited
- Barr v. Clinton, 370 F.3d 1196 (D.C. Cir.) (standard for 12(b)(1) standing review)
- Settles v. U.S. Parole Comm’n, 429 F.3d 1098 (D.C. Cir.) (courts may consider materials outside the pleadings on jurisdiction)
- Khadr v. United States, 529 F.3d 1112 (D.C. Cir.) (burden on party asserting jurisdiction)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (plausibility standard for 12(b)(6))
- Ashcroft v. Iqbal, 556 U.S. 662 (pleading standards and rejection of legal conclusions)
- Friends of the Earth, Inc. v. Laidlaw Envtl. Servs., 528 U.S. 167 (Article III standing requirements)
- Lujan v. Defenders of Wildlife, 504 U.S. 555 (standing elements)
- Domino’s Pizza, Inc. v. McDonald, 546 U.S. 470 (§ 1981 requires plaintiff to identify own contractual rights)
- United Bhd. of Carpenters & Joiners, 463 U.S. 825 (discussion of § 1985 as a conspiracy vehicle)
- Halberstam v. Welch, 705 F.2d 472 (civil conspiracy is derivative of underlying tort)
- James Madison Ltd. v. Ludwig, 82 F.3d 1085 (denial of amendment when amendment would be futile)