Laurel Shipping LLC v. Ridgebury Kilo LLC

560 F.Supp.3d 802

LAUREL SHIPPING LLC, Freepoint Commodities LLC, and Freepoint Commodities Singapore Pte Ltd., Plaintiffs,

v.RIDGEBURY KILO LLC and Seawolf Tankers Inc., Defendants.

No. 20-CV-7246 (RA)

United States District Court, S.D. New York.

Signed September 17, 2021

Yaakov U. Adler, Peter Judge Gutowski, Freehill Hogan & Mahar LLP, New York, NY, for Plaintiffs.

John Devereux Kimball, Emma Cothi Jones, Thomas Hunt Belknap, Jr., Blank Rome, LLP, New York, NY, for Defendant Ridgebury Kilo LLC.

James H. Power, Clayton Joseph Vignocchi, Holland & Knight LLP, New York, NY, for Defendant Seawolf Tankers Inc.

MEMORANDUM OPINION AND ORDER

RONNIE ABRAMS, United States District Judge:

Plaintiffs Laurel Shipping LLC, Freepoint Commodities LLC, and Freepoint Commodities Singapore Pte Ltd. (collectively "Plaintiffs") bring this action in admiralty against Defendants Ridgebury Kilo LLC and Seawolf Tankers Inc. asserting claims for breach of contract and maritime tort. The underlying dispute, which concerns the chartering of a maritime vessel carrying fuel oil from the Caribbean to South East Asia, is also the subject of a related action pending before this Court. See No. 20-cv-5198. Now before the Court is the motion brought by Defendant Seawolf Tankers Inc. to dismiss the action. For the reasons stated below, the motion is granted.

BACKGROUND

I. Factual Background

The Court draws the following facts from the Second Amended Complaint, Dkt. 40 ("Complaint"). For the purposes of this motion, the Court accepts all of Plaintiffs’ well-pled factual allegations as true. See Dorchester Fin. Sec., Inc. v. Banco BRJ, S.A. , 722 F.3d 81, 85 (2d Cir. 2013) (per curiam). All citations to the docket relate to the docket in case number 20-cv-7246, unless otherwise noted.

Plaintiffs Laurel Shipping LLC ("Laurel") and Freepoint Commodities LLC ("Freepoint") are both limited liability companies headquartered in Delaware. Compl. ¶¶ 3-4. Plaintiff Freepoint Singapore Pte Ltd. ("Freepoint Singapore") is a "foreign business entity organized and existing under the laws of Singapore." Id. ¶ 5. Defendant Seawolf Tankers Inc. ("Seawolf") is a "foreign business entity organized and existing under the laws of the Marshall Islands." Id. ¶ 8. Defendant Ridgebury Kilo LLC ("Ridgebury") is, upon information and belief, a "Special Purpose Vehicle" that is also based in the Marshall Islands. Id. ¶ 6.

The dispute in this action concerns a vessel called the RIDGEBURY PROGRESS (the "Vessel"), which, at all relevant times, was owned by Ridgebury and time-chartered to Seawolf pursuant to a July 31, 2015 agreement between the two parties. Id. ¶¶ 7, 9. Seawolf then "sub-chartered the Vessel to Laurel pursuant to a charter party dated November 20, 2019" (the "Charter"). Id. ¶ 9.

The Complaint asserts that "Plaintiffs entered into agreements with Defendants as carriers, disponent owners and owners for the transportation of a quantity of fuel oil" from the Bahamas to Singapore and/or Malaysia. Id. ¶ 10. According to Plaintiffs, their "agreement with Seawolf is reflected in the Charter and bills of lading," while their agreement with Ridgebury is "reflected in bills of lading (which incorporate the Charter) issued at the Bahamas, on behalf of the Master/Ridgebury Kilo, on or about January 16, 2020, naming Freepoint as the shipper and indicating delivery to the order of Freepoint Singapore as consignee." Id. ¶ 11. Pursuant to these agreements, Plaintiffs allege, Defendants "bore an obligation ... to make and maintain the Vessel in a seaworthy condition and fit to carry the intended cargo." Id. ¶ 12.

After departing the Bahamas on or around January 17, 2020, loaded with cargo, the "Vessel should have arrived approximately 41 days later." Id. ¶ 15. While in transit, however, the Vessel was "plagued by multiple mechanical failures resulting in serial stoppages and attendant delays which caused her to arrive at her destination" on April 24, 2020, approximately 57 days late. Id. The Complaint describes these failures and stoppages in detail. See id. ¶¶ 17-25.

II. Procedural History

This Court's involvement in this dispute began on July 7, 2020 when Seawolf filed suit against Laurel seeking payment totaling $12,854,357.39, for alleged unpaid freight and port costs due under the Charter. See No. 20-cv-5198, Dkt. 1. Laurel answered that complaint on September 1, 2020, asserting a counterclaim against Seawolf for breach of the Charter's warranty of seaworthiness. See No. 20-cv-5198, Dkt. 22. Seawolf answered the counterclaim on October 2, 2020. No. 20-cv-5198, Dkt. 28.

On September 4, 2020—three days after Laurel filed its counterclaim in the initial action—Plaintiffs initiated this action against Ridgebury, seeking a maritime attachment and garnishment under Rule B of the Supplemental Rules for Certain Admiralty and Maritime Claims. Dkt. 1. Plaintiffs filed an amended complaint on September 15, asserting substantially the same claims. Dkt. 19. On October 23, 2020, Plaintiffs filed the operative Complaint, now asserting clams for "breach of contract and/or maritime tort" and adding Seawolf as a defendant. Dkt. 40. That same day, having received the parties’ consent, and finding that the actions involved common questions of law and fact, the Court consolidated both actions under the docket number of the lead case, 20-cv-5198. Dkt. 44.

Seawolf filed the instant motion to dismiss on December 4, 2020. Dkt. 50 ("Mot.").

III. Allegations in the Complaint

Plaintiffs bring causes of action against both Defendants for "breach of contract and/or maritime tort." Compl. at 5. According to Plaintiffs, the "multiple engine problems, stoppages and delays, roughly doubling the length of the voyage, were caused by the unseaworthiness of the Vessel," thus giving rise to "contractual and/or tort-based liability on the part of Defendants to Plaintiffs." Id. ¶ 27. Plaintiffs assert that Defendants are "liable as carriers under the bills of lading and Charter," that Seawolf is liable to "Laurel under the Charter" and to Freepoint and Freepoint Singapore as "third-party beneficiaries and/or under principals of agency or agent for a disclosed and/or undisclosed principal." Id. They further assert that Plaintiffs "have or will suffer damages in the amount of $29 million ... based on the difference between the value of the cargo when it should have arrived and the value of the cargo when it eventually arrived, the freight, and other loading and transportation costs, plus other costs and expenses incurred in mitigating Defendants’ breaches etc." Id. ¶ 28.

STANDARD OF REVIEW

To survive a motion to dismiss under Fed. R. Civ. P. 12(b)(6), a complaint must plead "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). To make that determination, the Court must "accept[ ] all factual allegations as true ... but [is] not required to credit conclusory allegations or legal conclusions couched as factual ... allegations." Dane v. UnitedHealthcare Ins. Co. , 974 F.3d 183, 189 (2d Cir. 2020) (internal quotation marks omitted). "Accordingly, threadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice." Id. (internal quotation marks omitted).

DISCUSSION

As an initial matter, Plaintiffs clarify in their opposition to the instant motion that they do not intend to pursue any tort-based claims against Laurel and that "Freepoint is withdrawing any claims as a Plaintiff in these proceedings." See Dkt. 57 ("Opp.") at 7 n.3, 11 n.5, 12 n.6. Accordingly, the Court interprets the Complaint as asserting three causes of action against Seawolf: 1) a breach-of-contract claim brought by Laurel; 2) a breach-of-contract claim brought by Freepoint Singapore; and 3) a tort claim brought by Freepoint Singapore. The Court addresses each in turn.

I. Breach-of-Contract Claim Brought by Laurel

Seawolf argues that dismissal of Laurel's breach-of-contract claim is justified on two separate grounds: 1) that it is duplicative of the counterclaim filed in the related action before this Court; and 2) because Laurel lacks standing to assert a claim for loss of value to the cargo, as it has not plausibly alleged that it owned the cargo on the Vessel. With respect to the first argument, Plaintiffs insist that dismissal pursuant to the "first-filed rule" is not necessary in this case because both actions are proceeding before this Court. As to the second, Plaintiffs maintain that they have stated a facially plausible claim for a breach of the Charter.

The Court agrees that Laurel's claim here is duplicative of its counterclaim in the related action. Plaintiffs do not dispute that fact in their opposition or attempt to draw any distinction between the two claims. Nor could they. First, the parties are the same. Second, the substance of the two claims is identical—although the Complaint here alleges more facts about the various issues that plagued the Vessel during its fateful voyage—as both allege that the mechanical failures and resulting delays constituted a breach of the warranty of seaworthiness contained in the Charter. See 20-cv-5198, Dkt. 21 ("Counterclaim") ¶¶ 26-28. Lastly, both claims assert damages on the same bases, for the diminution of value of the cargo and other expenses incurred in mitigating Seawolf's breaches. Compare Counterclaim ¶ 30 with Compl. ¶ 28. In other words, Laurel seeks the same remedy for the same legal violation based on the same facts. The Court can discern no material difference between the claim asserted here and the earlier-filed counterclaim.

" ‘As part of its general power to administer its docket, a...