Unitednet, Ltd. v. Tata Communications America, Inc.
1:21-cv-01081
| D.N.M. | Mar 28, 2023Background
- Plaintiffs Unitednet Ltd. (a U.K. corporation) and Levi Russell (U.K. resident and Unitednet director) contracted in 2016 with Tata Communications signatories to buy an undersea/land fiber network between the U.K. and the Netherlands; the deal was not completed after the contract was terminated overseas.
- Plaintiffs allege Defendant Steven Lucero (New Mexico) and Lucero-controlled LatinGroup, LLC (New Mexico) conspired with Tata entities (Tata Communications America, Tata Communications India, Tata Sons) to restructure the deal, manufacture funding deadlines, and block Unitednet from acquiring the network so Lucero/LGL could buy it.
- Claims: tortious interference with contract, civil conspiracy, breach of fiduciary duty (Lucero), aiding and abetting breach of fiduciary duty (certain Tata defendants and LGL), and quantum meruit.
- Tata Communications America moved to dismiss under forum non conveniens based on an English forum selection / choice-of-law context; the Court previously found the forum selection clause valid and dismissed Tata America for forum non conveniens, concluding U.K. law governs most claims.
- The Court ordered Plaintiffs to show cause why the non-moving defendants should not be similarly dismissed; after briefing the Court dismissed the remaining defendants for forum non conveniens (subject to conditions), denied Plaintiffs’ motions for a hearing and reconsideration, and denied Tata India/Tata Sons’ personal-jurisdiction motions as moot.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether dismissal under forum non conveniens is appropriate for non-moving defendants | Plaintiffs argued dismissal of Tata America should not extend to non-movants and sought reconsideration | Defendants argued the U.K. is an adequate, available forum and foreign law governs; dismissal should apply to co-defendants | Court dismissed remaining defendants for forum non conveniens (U.K. adequate/available; U.K. law governs majority of claims) |
| Choice of law—whether U.K. or New Mexico law applies | Plaintiffs asserted New Mexico law governs because key conspiratorial conduct occurred in New Mexico | Defendants pointed to the contract’s English choice-of-law clause and the termination/injury occurring in the U.K. | Court applied lex loci delicti and related tests, concluding most claims are governed by U.K. (English) law |
| Reconsideration of prior dismissal of Tata Communications America | Plaintiffs moved to reconsider but provided no specific Rule 59/60 basis or new facts | Defendants opposed; court found prior analysis correct | Motion to reconsider denied for failure to meet standards; dismissal of Tata America stands |
| Personal jurisdiction over Tata India and Tata Sons | Plaintiffs alleged conspiratorial acts and contacts (some acts in New Mexico) establish jurisdiction | Tata India/Tata Sons moved to dismiss for lack of personal jurisdiction | Court declined to decide jurisdiction, denied motions as moot because it dismissed the case on forum non conveniens; alternatively, found Plaintiffs alleged sufficient conspiracy contacts to state prima facie basis for jurisdiction |
| Conditions on dismissal (reinstatement/statute-of-limitations waiver) | Plaintiffs sought protections if English courts decline jurisdiction | Defendants mostly agreed or did not object; Tata India/Tata Sons objected to submitting to English jurisdiction | Court imposed conditions: defendants (except Tata India/Tata Sons) must accept English jurisdiction; all defendants waive post-filing statute-of-limitations defenses; claims may be reinstated here if English courts decline jurisdiction |
Key Cases Cited
- Kelvion, Inc. v. PetroChina Canada Ltd., 918 F.3d 1088 (10th Cir. 2019) (forum non conveniens permits dismissal when an adequate alternative forum exists and transfer is unavailable)
- Yavuz v. 61 MM, Ltd., 576 F.3d 1166 (10th Cir. 2009) (central purpose of forum non conveniens is convenience; factors to weigh)
- Gschwind v. Cessna Aircraft Co., 161 F.3d 602 (10th Cir. 1998) (private and public interest factors for forum non conveniens)
- Piper Aircraft Co. v. Reyno, 454 U.S. 235 (1981) (presumption in favor of plaintiff’s chosen forum; less deference for foreign plaintiffs)
- Archangel Diamond Corp. Liquidating Tr. v. Lukoil, 812 F.3d 799 (10th Cir. 2016) (forum non conveniens can apply when majority of claims are governed by foreign law)
- Sinochem Int’l Co. v. Malaysia Int’l Shipping Corp., 549 U.S. 422 (2007) (district court may dismiss on forum non conveniens grounds without resolving personal jurisdiction)
- Melea, Ltd. v. Jawer SA, 511 F.3d 1060 (10th Cir. 2007) (standards for personal jurisdiction based on conspiracy theory)
- Servants of the Paraclete v. Does, 204 F.3d 1005 (10th Cir. 2000) (standards for reconsideration motions)
- Klaxon Co. v. Stentor Elec. Mfg. Co., 313 U.S. 487 (1941) (federal courts apply forum state choice-of-law rules in diversity cases)
- Atlantic Marine Const. Co. v. U.S. Dist. Ct., 571 U.S. 49 (2013) (treatment of forum-selection clauses in forum non conveniens and transfer analyses)