Vitol, S.A. v. Primerose Shipping Co.
708 F.3d 527
| 4th Cir. | 2013Background
- Vitol, S.A. sues Spartacus Navigation Corp. and Primerose Shipping Company to pierce the corporate veil of Capri Marine, Ltd. and enforce an English judgment.
- The English High Court Commercial Court issued a 2005 judgment against Capri Marine for $6.1 million, later totaling over $9 million with interest.
- Vitol sought attachment of the M/V THOR under Supplemental Rule B to obtain quasi in rem jurisdiction over S&P, which could not be located in Maryland.
- The district court granted ex parte attachment of the THOR, later released it upon S&P’s appearance and substitute collateral, and dismissed the complaint in 2010.
- Vitol amended the complaint alleging Capri Marine is alter ego of Gerassimos Kalogiratos and that Primerose/Spartacus are alter egos or extensively connected with Kalogiratos entities.
- The district court vacated the attachment in 2011, concluding Vitol failed to plead sufficiently with particularity under Rule E(2)(a) that S&P were alter egos, and it dismissed the Amended Verified Complaint under Rule 12(b)(6).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Does Vitol’s Amended Verified Complaint trigger admiralty jurisdiction under 28 U.S.C. § 1333? | Vitol argues the claim sounds in admiralty as it seeks to enforce a foreign admiralty judgment. | S&P contends the English judgment is not an admiralty decree and the court lacks admiralty jurisdiction. | Yes, admiralty jurisdiction exists; the English judgment was issued by an admiralty-overseen court and the claim is maritime in nature. |
| Is the district court’s attachment under Supplemental Rule B proper where the English judgment is a monetary award? | Vitol relies on Campeche and Aqua Stoli to justify Rule B attachment to enforce the foreign judgment. | S&P argue Rule B is pre-judgment and should not apply to post-judgment collection. | Attachment under Rule B is proper as a pre-judgment mechanism to establish jurisdiction for alter ego proceedings. |
| Did Vitol adequately plead alter ego liability to support piercing the corporate veil? | Vitol alleged Capri Marine controlled by Kalogiratos group; intermingling and control show alter ego. | Allegations are too conclusory and insufficiently particular to satisfy Rule E(2)(a). | No; Vitol failed to plead with the heightened particularity required; alter ego claim insufficient under Rule E(2)(a) and Rule 12(b)(6). |
| Is dismissal appropriate if attachment is vacated under Rule E and Rule 12(b)(6) standards? | Dismissal may be appropriate if the pleadings state a claim; attachment vacatur does not automatically end jurisdiction. | Attachment vacatur ends the specific post-attachment relief, but does not compel dismissal. | Yes; dismissal under Rule 12(b)(6) was proper, not automatic from vacatur under Rule E. |
Key Cases Cited
- Penhallow v. Doane's Adm'rs, 3 U.S. (3 Dall.) 53 (1795) (recognizes enforcement of foreign admiralty decrees)
- The Centurion, 5 F. Cas. 369 (1839) (admiralty enforcement context for foreign judgments)
- Int'l Sea Food Ltd. v. M/V Campeche, 566 F.2d 482 (5th Cir. 1978) (admiralty jurisdiction to enforce foreign maritime judgments)
- Ost-West-Handel Bruno Bischoff GMBH v. Project Asia Line, Inc., 160 F.3d 170 (4th Cir. 1998) (alter ego review in admiralty)
- Swift & Co. Packers v. Compania Colombiana Del Caribe, 339 U.S. 684 (1950) (alter ego and piercing the corporate veil principles)
- Republic National Bank of Miami v. United States, 506 U.S. 80 (1992) (stasis does not defeat jurisdiction in in rem/quasi in rem)