Opinion
Civil Action No. 03-2577, Sect. `T'(5).
December 6, 2004
ORDER AND REASONS
Before the Court is a motion by defendant, The Shaw Group, Inc. and Shaw Global Energy Services, Inc. (hereinafter collectively "Shaw"), to dismiss the claims filed by the plaintiff, Charles Gross, for failure to state a claim upon which relief can be granted pursuant to Federal Rule of Civil Procedure 12(b)(6). This matter was submitted for the Court's consideration on October 6, 2004. The Court, having studied the legal memoranda submitted by both parties, the evidence presented, the Court record, the law and applicable jurisprudence, is fully advised and ready to rule.
I. BACKGROUND:
Plaintiff, Charles Gross, filed a Seaman's Petition in the Civil District Court for the Parish of Orleans, State of Louisiana on November 12, 2002, alleging serious injury sustained during his employment with PPM Contractors, Inc. After some difficulty determining and serving the appropriate corporate defendant, the plaintiff filed his First Supplemental and Amending Complaint on July 28, 2004, naming Shaw a defendant. Shaw seeks dismissal pursuant to Federal Rule of Civil Procedure 12(b)(6), alleging that plaintiff has failed to state a claim upon which relief can be granted. The parties agree that plaintiff's First Supplemental and Amended Complaint, paragraph I(c) is the relevant portion of the complaint for purposes of this motion:
Upon information and belief SHAW GROUP and/or SHAW GLOBAL purchased some or all of the assets and liabilities of PPM Contractors subsequent to the date of plaintiff's accident, with such purchase including either by contract or by law the liability for all damages claimed herein by CHARLES GROSS. Therefore, to the extent there are allegations of negligence against PPM as alleged below, plaintiff hereby alleges such allegations against SHAW GROUP and/or SHAW GLOBAL as the successor in liability to PPM for the damages and liabilities claimed herein.
Plaintiff's First Supplemental and Amended Complaint, Civ. Action No. 03-2577, Doc. 25, p. 2.
II. LAW AND ANALYSIS:
A. Law on Rule 12(b)(6) motions:
In considering a motion to dismiss for failure to state a claim pursuant to Rule 12(b)(6), courts have found that dismissal pursuant to this provision "is viewed with disfavor and is rarely granted." Lowery v. Texas AM University System, 117 F.3d 242, 247 (5th Cir. 1997); Kaiser Aluminum Chem. Sales v. Avondale Shipyards, 677 F.2d 1045, 1050 (5th Cir. 1982). The complaint must be liberally construed in favor of the plaintiff, and all facts pleaded in the original complaint must be taken as true.Oliver v. Scott, 276 F.3d 736, 740 (5th Cir. 2002);Campbell v. Wells Fargo Bank, 781 F.2d 440, 442 (5th Cir. 1980). A district court may not dismiss a complaint under FRCP 12(b)(6) "unless it appears beyond doubt that the plaintiff can prove no set of facts in support of his claim which would entitle him to relief." Ramming v. United States, 281 F.3d 158, 161 (5th Cir. 2001); Conley v. Gibson, 355 U.S. 41, 45-46, 78 S.Ct. 99, 101-102, 2 L.Ed.2d 80 (1957);Blackburn v. Marshall, 42 F.3d 925, 931 (5th Cir. 1995). The Fifth Circuit defines this strict standard as, "The question therefore is whether in the light most favorable to the plaintiff and with every doubt resolved in his behalf, the complaint states any valid claim for relief." Lowrey, 117 F.3d at 247, citing 5 Charles A. Wright Arthur R. Miller, Federal Practice and Procedure, § 1357, at 601 (1969).
B. The Court's Analysis:
Shaw contends that the plaintiff's claim should be dismissed as a matter of law because there is no set of facts under which plaintiff could establish a claim of successor liability. Generally, "when a corporation sells all of its assets to another, the latter is not responsible for the seller's debts or liabilities." Allstate Ins. Co. v. Wal-Mart, 2000 WL 388844 (E.D.La., April 13, 2000) (quoting Golden State Bottling Co. v. National Labor Relations Board, 414 U.S. 168, 182 n. 5, 94 S.Ct. 414, 424 n. 5, 38 L.Ed.2d 388 (1973)). There are three exceptions to this general rule:
1) the purchaser expressly or impliedly agrees to assume the obligations;
2) the purchaser is merely a continuation of the selling corporation; or
3) the transaction was entered into to escape liability.Id.
Shaw argues that a claim relying solely on a successor company's acquisition of a seller company is insufficient to establish successor liability. They argue that dismissal should be granted unless the complaint specifies the exception or exceptions upon which liability would be based. In asserting that plaintiff's claim should be dismissed in this case, Shaw relies on this Court's decision granting dismissal in Fort James Operating Co. v. A L Sales, Inc., 2004 WL 253450 (E.D.La. February 10, 2004). In Fort James, the defendant, A L Sales, Inc., asserted a counterclaim against the Georgia-Pacific Corporation, alleging that "Georgia-Pacific Corporation is a successor to Fort James Operating Company having acquired such, they are responsible for all acts, omissions and obligations of Fort James" Answer by Defendant A L Sales, Inc., Civ. Action No. 03-1875, Doc. 7, p. 9. This Court found that such an assertion was "inadequate to sustain a valid claim for successor liability." Fort James at *4. After outlining the three aforementioned exceptions to the general rule by which a successor would be held liable for the debts of the seller, the Court reasoned that "A L does not specify which of these conditions, if any, Georgia-Pacific's liability would be based on." Id. The Court further stated that "A L simply alleges that because Georgia-Pacific has acquired A L, they are responsible for all acts of Fort James." Id. Accordingly, the Court ruled that "because A L does not prove liability under one of the exceptions, Georgia-Pacific should not be held liable for A L's debts." Id.
Conversely, in the case at bar, the plaintiff has made more than a bare claim of successor liability due to acquisition. The plaintiff specifically alleges in its First Supplemental and Amended Complaint that "SHAW GROUP and/or SHAW GLOBAL purchased some or all of the assets and liabilities of PPM Contractors . . . including by contract or by law the liability for all damages claimed herein by CHARLES GROSS." Plaintiff's First Supplemental and Amended Complaint, Civ. Action No. 03-2577, Doc. 25, p. 2 (emphasis added). While this may be a general statement, it is not so unspecific that it fails to state a claim. If plaintiff's allegation is true, which the Court must assume for purposes of this motion, the plaintiff would meet the first exception to the rule that protects the successor from liability — a purchaser's express or implied agreement to assume the obligations of the seller. Therefore, this Court finds that plaintiff has stated a valid claim for relief.
Accordingly,
IT IS ORDERED that the defendant's Motion to Dismiss for failure to state a claim is hereby DENIED.