Eddystone Rail Co., LLC v. Jamex Transfer Servs., LLC

289 F. Supp. 3d 582
CourtDistrict Court, S.D. Illinois
DecidedFebruary 7, 2018
Docket17cv1266
StatusPublished
Cited by13 cases

This text of 289 F. Supp. 3d 582 (Eddystone Rail Co., LLC v. Jamex Transfer Servs., LLC) is published on Counsel Stack Legal Research, covering District Court, S.D. Illinois primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Eddystone Rail Co., LLC v. Jamex Transfer Servs., LLC, 289 F. Supp. 3d 582 (S.D. Ill. 2018).

Opinion

WILLIAM H. PAULEY III, United States District Judge:

Bridger Logistics, LLC ("Bridger Logistics"), Ferrellgas Partners, L.P. and Ferrellgas L.P. (together, "Ferrellgas"), and Julio Rios and Jeremy Gamboa (the "Officers") (collectively, the "Proposed Intervenors") move to intervene in this action.

The Proposed Intervenors seek intervention to challenge an arbitration award against Jamex Transfer Services ("JTS") that they fear may be enforced against them. This is because Ferrellgas once *586owned Bridger Logistics, and the Officers operated its subsidiary, Bridger Transfer Services ("BTS"). After Bridger Logistics sold BTS to Jamex Transfer Holdings LLC ("Jamex Holdings"), Jamex Holdings changed BTS's name to JTS. The Proposed Intervenors contend that their affiliation with BTS-before it was renamed JTS-gives them an interest in the underlying subject matter of this proceeding.

Now, nearly a year and a half after the sale of BTS, Petitioner Eddystone Rail Company, LLC ("Eddystone") seeks to convert a $139 million arbitration award against JTS into a judgment. The Proposed Intervenors' concern that Eddystone will attempt to enforce any judgment here against them may not be far-fetched. Indeed, Eddystone filed a separate lawsuit against the Proposed Intervenors in the Eastern District of Pennsylvania (the "Pennsylvania Action"), alleging that they stripped BTS of its assets before orchestrating a sham transaction in which Jamex Holdings, a shell company, agreed to take BTS off their hands and rename it JTS. If Eddystone prevails on its theory that the Proposed Intervenors are JTS's alter egos in the Pennsylvania Action, Eddystone might move one step closer to enforcing a confirmed arbitration award against the Proposed Intervenors. Faced with the specter that they will be left holding the proverbial $139 million bag, the Proposed Intervenors seek to intervene in this action to challenge and vacate the arbitration award. For the reasons that follow, the Proposed Intervenors' motion is denied.

BACKGROUND

This action stems from Eddystone's petition to confirm an award obtained in arbitration against JTS (the "Petition"). Shortly after Eddystone filed the Petition, the Proposed Intervenors filed pre-motion conference letters seeking leave to intervene for the limited purpose of opposing confirmation of the Petition. (See ECF Nos. 9 and 10.)

I. The Agreement

Eddystone owns a rail terminal in Eddystone, Pennsylvania with docks on the Delaware River. (Petition to Confirm Arbitration Award, ECF No. 1 ("Petition"), ¶ 6.) In February 2013, Eddystone entered into a rail facilities services agreement (the "Agreement") with BTS. (Petition ¶ 6.) Under the Agreement, Eddystone committed to building a facility for the transshipment of crude oil from rail cars to barges on the Delaware River over a five-year period. (Petition ¶ 6.) In exchange, BTS agreed to bring a certain minimum volume of crude oil to Eddystone's facility for transloading each month, or to pay a deficiency fee for each barrel short of the minimum volume requirement. (Petition ¶ 6.) At the time of the Agreement, BTS was a subsidiary of Bridger Logistics.

II. Bridger Logistics' Sale of BTS to Jamex Holdings

In June 2015, Ferrellgas agreed to acquire Bridger Logistics and BTS for approximately $837.5 million.1 Less than a year later, by a purchase and sale agreement dated February 22, 2016, Bridger Logistics transferred BTS to non-party Jamex Holdings, which renamed it JTS. Under the terms of the sale, Bridger Logistics agreed to provide more than $4 million to Jamex Holdings to cover all outstanding amounts due to Eddystone through the effective date of sale. In exchange, Jamex Holdings acknowledged that it would assume all post-closing obligations to Eddystone.

*587In addition, Jamex Holdings' parent company, Jamex Marketing LLC, agreed to guarantee those obligations. (Declaration of David M. Zensky in Support of Motion to Intervene, ECF No. 32, Ex. C §§ 2.1(b), 2.3(c), 4-5.)

III. Breach of the Agreement and the Ensuing Arbitration

Shortly after the sale, JTS allegedly breached the Eddystone Agreement. Eddystone asserts that JTS stopped bringing trains with oil shipments to Eddystone's transloading facility and ceased making deficiency payments. (Petition ¶ 8.)

In April 2016, pursuant to the terms of the Agreement, Eddystone commenced an arbitration against JTS seeking $3.87 million in damages. In June 2016, JTS responded with a statement of defenses to Eddystone's claims and asserted counterclaims against Eddystone for fraud, fraudulent inducement, negligent misrepresentation, and breach of contract. Later that month, Eddystone presented its case-in-chief before the arbitration panel. (Petition ¶ 9.) Shortly thereafter, the parties agreed to recess the arbitration until February 2017 to conduct additional discovery. In the meantime, JTS supplemented its counterclaims, seeking damages in excess of $11 million. Eddystone also raised its damages demand, seeking hundreds of millions of dollars for the loss of future deficiency payments through June 2019.

With discovery underway in the summer of 2016, Eddystone served a subpoena on Ferrellgas for documents in aid of arbitration. Based on Ferrellgas's apparent refusal to comply, Eddystone initiated an August 2016 miscellaneous action in this District to enforce the subpoena. (See Eddystone Rail Co. v. Ferrellgas Partners, 16mc0295 (S.D.N.Y. Aug. 10, 2016) ("Subpoena Action").) Ultimately, the parties reached a stipulation, with Ferrellgas agreeing to "search for production documents" and "work in good faith towards substantial completion of its document production." (Subpoena Action, ECF No. 21 at 2-3.) By then, Ferrellgas had discerned an apparent purpose behind the arbitration, telling the District Judge that Eddystone's demand for documents was "plainly an effort by [Eddystone] to obtain discovery from non-party [Ferrellgas] to build a separate lawsuit against [Ferrellgas]." (Subpoena Action, ECF No. 6 at 1.)

By December 2016, the parties reached a settlement in principle resolving the arbitration, with JTS stipulating to liability and the full amount of damages sought by Eddystone. JTS also consented to entry of an arbitration award. Based on the settlement agreement, the arbitration panel awarded Eddystone approximately $139 million in damages and found that JTS "materially breached and anticipatorily repudiated the [Agreement]." (Petition ¶ 10.)

IV. Eddystone's Action Against the Proposed Intervenors

In February 2017, Eddystone commenced the Pennsylvania Action against the Proposed Intervenors. In sum, Eddystone alleges there that the Proposed Intervenors were alter egos of BTS, and should be held responsible for approximately $140 million, the cost of building the transloading facility under the Agreement. (See, e.g., Eddystone Rail Co., LLC v. Bridger Logistics, LLC, 17cv0495 (E.D. Pa. Feb. 2, 2017) ("Pennsylvania Action"), ECF No. 1 at ¶¶ 7-10, 63-64.) Eddystone posits that the Proposed Intervenors stripped BTS of its assets before transferring it to Jamex Holdings, violating applicable fraudulent transfer laws and the fiduciary duties they owed to BTS's creditors.

V.

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Bluebook (online)
289 F. Supp. 3d 582, Counsel Stack Legal Research, https://law.counselstack.com/opinion/eddystone-rail-co-llc-v-jamex-transfer-servs-llc-ilsd-2018.