NorAm Drilling Co. v. E & PCo International, LLC
131 So. 3d 926
La. Ct. App.2013Background
- NorAm sued E & PCo International and E & PCo, L.L.C. in solido for breach of a drilling contract.
- Drilling contract was drafted in Texas and contains a Texas choice-of-law clause.
- E & PCo LLC was not a party to the drilling contract.
- NorAm sought to hold both Texas entities liable under single business enterprise theory.
- Trial court granted summary judgment in favor of E & PCo LLC, applying Texas law.
- Louisiana law governing conflict of laws was used to determine applicable law via Articles 3540 and 3537.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Which state's law applies to NorAm's claim against E & PCo LLC? | Texas law governs due to choice-of-law clause | Texas law controls; single enterprise liability not recognized | Texas law applies; summary judgment affirmed |
Key Cases Cited
- Mobil Exploration & Prod. U.S., Inc. v. Certain Underwriters Subscribing to Cover Note 95-3317(A), 837 So.2d 11 (La.App. 1st Cir. 2002) (choice-of-law where contract selects Texas law)
- Quickick, Inc. v. Quickick Int’l, 304 So.2d 402 (La.App. 1st Cir. 1974) (place of incorporation and contract locale favor Texas law)
- Green v. Champion Ins., 577 So.2d 249 (La.App. 1st Cir. 1991) (single business enterprise doctrines rejected in Texas context)
- SSP Partners v. Gladstrong Invest., 275 S.W.3d 444 (Tex. 2008) (Texas Supreme Court rejects single enterprise liability)