Quintillion Subsea Operations, LLC v. Maritech Project Services, Ltd., 4:20-cv-02310

Background:

Quintillion Subsea Operations, LLC (Del.) operates a subsea fiber system in Alaska; it contracted for maintenance services after receiving a proposal from Maritech International (MI).
Maritech Project Services (MPS) (a separate Cyprus entity owned by the same holding company/personnel as MI) signed the Marine Maintenance Services Agreement (MMSA) with Quintillion; the MMSA contained a forum-selection clause consenting to federal courts in Harris County, Texas.
MI submitted the original proposal, participated in negotiations, received drafts (including the proposed Texas forum), and MI personnel negotiated terms, suggested indemnity language, and were copied on and commented on drafts through signing.
MI employees performed and financed work tied to the MMSA (entered MOUs for tug services, paid invoices billed to MPS, assisted with vessel availability, and otherwise participated in performance); MPS was newly formed for the Quintillion project and finances/documents were commingled.
Quintillion sued MPS and MI for breach and tort claims (including Alaska UTPC claims); MPS does not contest personal jurisdiction (it consented via the MMSA), MI moved to dismiss for lack of personal jurisdiction. The magistrate judge recommends denying MI’s Rule 12(b)(2) motion, concluding MI is subject to jurisdiction under the Fifth Circuit’s closely‑related doctrine; a Rule 37 sanctions motion was denied as moot.

Issues:

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether a non‑signatory MI can be bound by the MMSA forum‑selection clause via the closely‑related / equitable doctrines	MI negotiated, induced Quintillion, received direct benefits, acted through common ownership and personnel, so it is closely related and foreseeable to be bound	MI never signed MMSA; MPS (not MI) is the contracting party; Subcontract names courts of England & Wales; MMSA limits "Parties" and disclaims third‑party beneficiaries, so MI cannot be bound	Court: MI is "closely related" to the MMSA (negotiation, execution, performance, common ownership/commingling), so the Texas forum clause can be enforced; denial of dismissal recommended
Whether the MMSA forum clause covers Quintillion's tort claims (e.g., misrepresentation, Alaska UTPC claims)	Tort claims arise from negotiation and performance of MMSA and involve same operative facts as breach claims, so they "arise under or by reason of" the MMSA	Clause applies only to disputes between the MMSA "Parties"; tort claims fall outside	Court: Clause construed broadly ("arising under or by reason of") — tort claims that depend on the contract and involve same operative facts fall within the clause
Whether contractual provisions (Subcontract forum clause; "No Third Party Beneficiaries") defeat close‑related binding of MI	Plaintiff distinguishes: Subcontract governs MI–MPS disputes; MMSA expressly inures indemnity/limitations to affiliates (including MI), so MI got direct benefits and negotiated terms	Defendants point to Subcontract's England/Wales clause and MMSA no‑third‑party language to show unforeseeability of Texas jurisdiction for MI	Court: Totality of facts (MI’s role, benefits, indemnity language, and negotiations) outweighs those contractual provisions; MI’s foreseeability to be bound established
Rule 37 sanctions / deemed findings based on discovery conduct	Plaintiff sought sanctions and deemed findings for alleged discovery misconduct and commingled productions	Defendants contested sanctions and identified production efforts	Court: Motion for sanctions denied as moot (recommendation) in light of jurisdictional ruling

Key Cases Cited

Franlink Inc. v. BACE Servs., Inc., 50 F.4th 432 (5th Cir. 2022) (recognizing and applying the closely‑related doctrine to bind non‑signatories to forum‑selection clauses)
Kevlin Servs., Inc. v. Lexington State Bank, 46 F.3d 13 (5th Cir. 1995) (forum‑selection clause can establish personal jurisdiction absent fraud/overreaching)
D.J. Invs., Inc. v. Metzeler Motorcycle Tire Agent Gregg, Inc., 754 F.2d 542 (5th Cir. 1985) (prima facie burden and resolving jurisdictional factual conflicts for Rule 12(b)(2))
Sangha v. Navig8 ShipManagement Private Ltd., 882 F.3d 96 (5th Cir. 2018) (district court may consult the record developed in jurisdictional discovery)
Weatherford Int’l, LLC v. Binstock, 452 F. Supp. 3d 561 (S.D. Tex. 2020) (applying closely‑related doctrine and discussing factors for binding non‑signatories)
Marinechance Shipping, Ltd. v. Sebastian, 143 F.3d 216 (5th Cir. 1998) (forum‑selection clauses in maritime contracts may reach tort claims)