Univalor Trust, SA v. Columbia Petroleum, LLC
2016 U.S. Dist. LEXIS 80202
S.D. Ala.2016Background
- Plaintiffs (Univalor Trust, SA and Forvest) sued Defendants (Columbia Petroleum, related entities, and Chester English) seeking declaratory relief and contract enforcement, alleging an enforceable 2014 settlement agreement and breach thereof.
- Defendants contend no settlement was reached and assert that earlier events (2007–2011 transactions involving Parkland, Roy Murad, and transfers of oil-and-gas interests) eliminate Plaintiffs’ claims and give rise to Defendants’ own causes of action.
- Defendants answered and asserted four counterclaims in March 2016, then moved on April 15, 2016 to amend and add 12 counterclaims (tortious interference; various misrepresentation claims; conspiracy; negligence; wantonness; unjust enrichment; accounting; breach of contract; conversion; breach of fiduciary duty).
- Plaintiffs opposed the amendment, arguing the proposed counterclaims are permissive, time-barred, and futile (fail to state a claim). Defendants argued the claims are compulsory and timely.
- The Court applied Rule 15(a) standards (liberal amendment absent undue prejudice or futility), Rule 13 compulsory-counterclaim doctrine (logical-relationship test), and federal pleading standards (Twombly/Iqbal) to decide which counterclaims could be added.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are the proposed counterclaims compulsory (must be pled) or permissive? | Plaintiffs: The case concerns a 2014 settlement; Defendants’ claims arise from separate earlier events and thus are permissive. | Defendants: Claims arise from the same core transaction and therefore are compulsory. | Held: Counterclaims are permissive, not compulsory (do not arise from same transaction as the settlement dispute). |
| Are the proposed counterclaims time-barred under Alabama statutes of limitations? | Plaintiffs: Most claims predate 2014 and are barred by 2- or 6-year Alabama limitations periods. | Defendants: Some claims were viable at the time Plaintiffs filed suit; limitations do not bar those. | Held: Counts 2–7 and 12 (misrepresentation, conspiracy, negligence, wantonness, fiduciary duty) are time-barred (2-year). Counts 10 and 11 (breach of contract, conversion) are not time-barred (6-year) and may proceed; Count 1 (tortious interference) is timely. |
| Do the proposed counterclaims survive futility / Rule 12(b)(6) screening? | Plaintiffs: Several counts fail as a matter of law or lack plausible facts. | Defendants: Allegations are sufficient to survive dismissal and amendment should be allowed. | Held: Some counts would be futile and denied (Counts 2–7, 8, 9, 12); amendment granted for Counts 1, 10, and 11. |
| Can unjust enrichment and accounting proceed given existence of an express contract? | Plaintiffs: The Acquisition Agreement and other contracts displace equitable claims; unjust enrichment and related accounting are barred. | Defendants: Seek equitable relief tied to alleged unjust results of prior transactions. | Held: Unjust enrichment (Count 8) barred by existence of an express contract; accounting (Count 9) denied because it is derivative of the unjust-enrichment theory. |
Key Cases Cited
- Foman v. Davis, 371 U.S. 178 (1962) (leave to amend should be freely given absent countervailing factors)
- Bell Atlantic Corp. v. Twombly, 550 U.S. 544 (2007) (complaint must state a plausible claim to survive dismissal)
- Ashcroft v. Iqbal, 556 U.S. 662 (2009) (plausibility standard and courts may use judicial experience and common sense)
- Conley v. Gibson, 355 U.S. 41 (1957) (short and plain statement standard and liberal notice pleading)
- Nippon Credit Bank, Ltd. v. Matthews, 291 F.3d 738 (11th Cir. 2002) (compulsory counterclaims that are not brought are thereafter barred)
- Mantiply v. Mantiply, 951 So.2d 638 (Ala. 2006) (existence of express contract precludes unjust-enrichment claim)