Samson Tug & Barge Co. v. Koziol
869 F. Supp. 2d 1001
D. Alaska2012Background
- Samson Tug and Barge, an Alaska corporation, contracted GEM Nevada (and affiliates) to transport contaminated material from Kodiak to Seattle.
- GEM Nevada’s officers, Clark (CFO) and Koziol (CEO), are California residents with minimal Alaska involvement related to the dispute.
- Samson sought payment; by 2009 the balance grew to $559,678.43; settlement negotiations culminated in a 2009 Settlement Agreement and releases among GEM entities and Samson.
- Declarations by Clark and Koziol in November 2009, signed in California, asserted GEM’s ability to repay and the assets of released affiliates, inducing the settlement.
- GEM Nevada later sold GEM Delaware and affiliates; Samson released GEM Delaware but later sued Clark and Koziol in Alaska federal court for fraud and misrepresentation related to the settlement.
- Clark removed the case to federal court based on diversity, and Koziol defaulted; Clark moved to dismiss for lack of personal jurisdiction and improper venue.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the court has personal jurisdiction over Clark and Koziol. | Samson contends defendants deliberately directed acts at Alaska via California-signed declarations. | Clark contends fiduciary shield and lack of Alaska contacts negate jurisdiction. | Alaska-specific personal jurisdiction is proper; jurisdiction Denied. |
| Whether Alaska is an improper venue under § 1391(a). | Substantial events giving rise to the claim occurred in Alaska, supporting Alaska venue. | Venue could be proper in California; Alaska is inconvenient and inconsistent with forum. | Alaska venue is proper under 1391(a)(2); Denied. |
| Whether Alaska is an inconvenient venue warranting transfer under § 1404(a). | Samson's home forum is Alaska; transfer would hamper Samson’s access to witnesses and proof. | California is more convenient; declaration and settlement activities largely occurred there. | Transfer denied; Alaska remains proper forum. |
| Whether the corporate shield/ fiduciary shield doctrine bars personal jurisdiction over officers. | Officers acted beyond mere corporate duties and induced settlement via misrepresentations. | Officers shielded as corporate officers should bar personal jurisdiction. | Fiduciary shield doctrine not applicable; personal jurisdiction remains. |
Key Cases Cited
- Mavrix Photo, Inc. v. Brand Technologies, Inc., 647 F.3d 1218 (9th Cir. 2011) (plaintiff bears prima facie burden; uncontroverted allegations accepted as true)
- Fiore v. Walden, 657 F.3d 838 (9th Cir. 2011) (Calder-effects test; express aiming and foreseeability of harm to forum)
- Schwarzenegger v. Fred Martin Motor Co., 374 F.3d 797 (9th Cir. 2004) (three-part Schwarzenegger test for specific jurisdiction)
- Calder v. Jones, 465 U.S. 783 (U.S. 1984) (Calder-effects test for purposefully directed activities toward forum)
- Myers v. Bennett Law Offices, 238 F.3d 1068 (9th Cir. 2001) (substantial part of the events or injuries; venue considerations under Myers)