Glenn v. BP P.L.C.

27 F. Supp. 3d 755
CourtDistrict Court, S.D. Texas
DecidedJune 18, 2014
DocketMDL No. 10-md-2185; Civil Action No. 13-cv-3660
StatusPublished
Cited by2 cases

This text of 27 F. Supp. 3d 755 (Glenn v. BP P.L.C.) is published on Counsel Stack Legal Research, covering District Court, S.D. Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Glenn v. BP P.L.C., 27 F. Supp. 3d 755 (S.D. Tex. 2014).

Opinion

MEMORANDUM AND ORDER

KEITH P. ELLISON, District Judge.

Plaintiff Robert R. Glenn, a resident of the state of Oregon, brings this putative [758]*758class action lawsuit against Defendant BP p.l.c. (“BP” or the “Company”), alleging that it wrongfully cancelled a previously declared dividend following the Deepwater Horizon disaster. This is the second such lawsuit brought by Mr. Glenn; the Court twice dismissed his first lawsuit, filed in Oregon, for lack of personal jurisdiction over BP.1 Mr. Glenn has filed this lawsuit in New York, where personal jurisdiction is not contested. Nonetheless, the Court finds it must again dismiss Mr. Glenn’s claims, this time pursuant to the doctrine of forum non conveniens. To the extent that Mr. Glenn and his fellow shareholders have rights to vindicate, they must look to English courts for relief. The Court therefore GRANTS Defendant’s Motion to Dismiss the Class Action Complaint (Doc. No. 11).

I. FACTUAL AND LEGAL ALLEGATIONS

BP p.l.c. is a public company organized under the laws of England and Wales and headquartered in London, England. (Doc. No. 1 (“Compl.”), at ¶14.) Mr. Glenn seeks to represent a proposed class of all record holders of BP American Depositary Shares (“ADSs”) as of May 7, 2010. (Id. at ¶ 1.)

Mr. Glenn’s claims stem from the unusual trajectory of a dividend approved by the BP Board of Directors immediately following the Deepwater Horizon catastrophe. The Deepwater Horizon rig exploded on April 20, 2010. (Compl. ¶ 4.) On April 27, 2010, in the regular course of business, BP announced that its Board of Directors had declared a quarterly dividend for the first quarter of 2010 in the amount of $0.84 per ADS, payable on June 21, 2010, to its ADS shareholders of record as of May 7, 2010. (Id. at ¶ 2.) The total value of the dividends to the record date ADS shareholders was approximately $750 million. (Id.) Mr. Glenn claims that the declaration of this dividend created a binding obligation on the part of BP — i.e., a legal “debt owed” by BP to the May 7, 2010 ADS shareholders. (Id. at ¶ 3.)

Between the declaration of the dividend and the date payment was due, BP took several actions that, according to Plaintiff, served as assurances to shareholders of the Company’s continued intent to pay the dividend. (Compl. ¶ 5.) As it made these assurances, BP simultaneously engaged in a political tug-of-war with the Obama Administration and the U.S. Congress. (Id. at ¶ 7.) According to Plaintiff, BP ultimately lost this political battle. On June 16, 2010, after a meeting with President Obama, BP announced that its Board of Directors had cancelled the previously declared first quarter dividend. (Id. at ¶ 8.) BP stated that it decided to cancel the dividend “despite its ‘strong financial position’ and ‘deep asset base.’ ” (Id.).

Mr. Glenn contends that applicable law, as well as BP’s Articles of Association, did not allow BP to cancel the properly declared dividend, regardless of any political pressure or public relations concerns the Company was facing. The Complaint alleges that the cancellation of the quarterly dividend put BP in breach of its legal obligation to shareholders. (Compl. ¶¶ 123-26.) Plaintiff thus seeks to recover the unpaid dividend retained by BP. He asserts claims under the following legal theories: (1) assumpsit; (2) money had and received; (3) unjust enrichment; and (4) breach of contract. (Id.. ¶¶ 127-52.)

II. MOTION TO DISMISS

BP raises two grounds for dismissal of Mr. Glenn’s claims under Federal Rule' of Civil Procedure 12(b)(6). First, pursuant [759]*759to the doctrine of forum non conveniens, BP urges dismissal in favor of England as a more convenient forum. (Doc. No. 12 (“Mot.”), at 7-13.) Second, BP argues that under the governing law — that of England and Wales (which the parties refer to as English law) — BP’s Board had authority to cancel an interim dividend at any time prior to payment, and its decision to do so in June 2010 did not cause the Company to incur any liability to its disappointed shareholders. (Id. at 14-24.) Because the Court decides the motion on the basis of forum non conveniens, it does not engage the substantive merits of Mr. Glenn’s claims under English law.

III. FORUM NON CONVENIENS LEGAL STANDARD

Under the doctrine of forum non conveniens, the Court may decline to exercise jurisdiction “if the moving party establishes that the convenience of the parties and the court and the interests of justice indicate that the case should be tried in another forum.” Karim v. Finch Shipping Co., Ltd., 265 F.3d 258, 268 (5th Cir.2001). “[T]he ultimate inquiry is where trial will best serve the convenience of the parties and the ends of justice.” Koster v. (Am.) Lumbermens Mut. Cas. Co., 330 U.S. 518, 527, 67 S.Ct. 828, 91 L.Ed. 1067 (1947).

Analysis of a motion to dismiss for forum non conveniens proceeds in three stages. First, the Court “determines the degree of deference properly accorded the plaintiffs choice of forum.” Norex Petro. Ltd. v. Access Indus., Inc., 416 F.3d 146, 153 (2d Cir.2005). Second, it decides whether an available and adequate alternative forum exists. Id. Third, it determines which forum is best suited to the litigation. Id.

The final prong of the analysis begins with a consideration of “relevant factors of private interest.” In re Air Crash Disaster Near New Orleans, La., on July 9, 1982, 821 F.2d 1147, 1165 (5th Cir.1987) (en banc), vacated on other grounds sub nom. Pan Am. World Airways, Inc. v. Lopez, 490 U.S. 1032, 109 S.Ct. 1928, 104 L.Ed.2d 400 (1989). The private interest factors to be considered by the Court relate primarily to the convenience of the litigants. They are:

(1) relative ease of access to sources of proof;
(2) availability of compulsory process to secure the attendance of unwilling witnesses;
(3) cost of attendance for willing witnesses; and
(4) all other practical problems that make trial of a case easy, expeditious and inexpensive.

Piper Aircraft Co. v. Reyno, 454 U.S. 235, 241 n. 6, 102 S.Ct. 252, 70 L.Ed.2d 419 (1981).

If the private interest factors weigh in favor of dismissal, the motion to dismiss for forum non conveniens may be granted. See Empresa Lineas Maritimas Argentinas, S.A. v. Schichau-Unterweser, A.G., 955 F.2d 368, 376 (5th Cir.1992) (finding “no need to consider the public interest factors” when the “balance of private interest factors favor[ed] dismissal”). Otherwise, the Court must consider in turn the relevant public interest factors.

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27 F. Supp. 3d 755, Counsel Stack Legal Research, https://law.counselstack.com/opinion/glenn-v-bp-plc-txsd-2014.