Syncrude Canada Ltd. v. Highland Consulting Group, Inc.

916 F. Supp. 2d 620, 2013 WL 139194, 2013 U.S. Dist. LEXIS 3825
CourtDistrict Court, D. Maryland
DecidedJanuary 10, 2013
DocketCivil Action No. RDB-12-00318
StatusPublished
Cited by32 cases

This text of 916 F. Supp. 2d 620 (Syncrude Canada Ltd. v. Highland Consulting Group, Inc.) is published on Counsel Stack Legal Research, covering District Court, D. Maryland primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Syncrude Canada Ltd. v. Highland Consulting Group, Inc., 916 F. Supp. 2d 620, 2013 WL 139194, 2013 U.S. Dist. LEXIS 3825 (D. Md. 2013).

Opinion

MEMORANDUM OPINION

RICHARD D. BENNETT, District Judge.

Plaintiff Syncrude Canada Ltd. (“Syn-crude” or “Plaintiff’) has brought this action pursuant to the Maryland Uniform Foreign Money-Judgment Recognition Act, Maryland Code, Courts and Judicial Proceedings, §§ 10-701 et seq. (“the Recognition Act”) against Defendants The Highland Consulting Group Inc. (“HCG”), High Energy Consultants, Inc. (“HEC”), and The Highland Group International GmbH (“HGI”) (collectively “the Highland Defendants”). Specifically, Syncrude seeks recognition of the October 18, 2011 default judgment in the amount of $1,343, 871.34 rendered by the Court of Queen’s Bench of Alberta, Canada (“Canadian Judgment”) in the breach of contract action brought by Syncrude against the Highland Defendants. This action is before this Court pursuant to 28 U.S.C. § 1332(a) because complete diversity exists 1 and the amount in controversy is greater than $75,000.

Presently pending is the Highland Defendants’ Motion to Dismiss (ECF No. 8) pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. Also pending is Plaintiff Syncrude’s Cross-Motion for Summary Judgment (ECF No. 12) pursuant to Local Rule 105.2(c) and Rule 56 of the Federal Rules of Civil Procedure.2 [622]*622The parties’ submissions have been reviewed and no hearing is necessary. See Local Rule 105.6 (D.Md.2011). For the reasons that follow, Defendants The Highland Consulting Group Inc., High Energy Consultants, Inc., and The Highland Group International GmbH’s Motion to Dismiss (ECF No. 8) is DENIED^ in part and GRANTED in part. Specifically, the motion is DENIED as to Defendants The Highland Consulting Group Inc. and High Energy Consultants, Inc., which have their principal places of business in Maryland and GRANTED by agreement of the parties as to Defendant The Highland Group International GmbH, which has its principal place of business in Switzerland.3 Plaintiffs Cross-Motion for Summary Judgment (ECF No. 12) is GRANTED in favor of Plaintiff Syncrude Canada Ltd. against Defendants The Highland Consulting Group Inc. and High Energy Consultants, Inc.

BACKGROUND

Plaintiff Syncrude Canada Ltd. is a Canadian corporation with its principal place of business in Alberta, Canada. Pl.’s Compl. ¶ 1, ECF No. 1. The Highland Consulting Group Inc. (“HCG”) and High Energy Consultants, Inc. (“HEC”) (collectively “Maryland Defendants”) are Delaware corporations with principal places of business in St. Michaels, Maryland. Id. ¶¶ 2-3. The Highland Group International GmbH (“HGI”) is a Swiss limited liability company with its principal place of business in Zug, Switzerland. Id. ¶ 4.

On November 1, 2008, Syncrude entered into a contract with HCG for the provision of consulting services “to improve overall maintenance contractor workforce productivity (“the Contract”).” Statement of Claim ¶ 4, Alberta Court of Queen’s Bench, Record at 4, ECF No. 1-1; see also Jocelyne C. George Deck, Ex 1 (the Contract), ECF No. 11-1. Under the Contract, the parties agreed that the law of the Province of Alberta would govern. George Deck, Ex. 1 at 2. K. Todd Bittner (“Mr. Bittner”) in his capacity as “Corporate Comptroller” executed the Contract on behalf of HCG. Id. at 1. Although the Contract was executed by HCG, all three Highland Defendants each performed services for Syn-crude under the Contract and submitted separate invoices to Syncrude for those services. George Deck ¶¶ 7-8, Exs. 4-5 (Invoices). Additionally, Syncrude regularly communicated with Mr. Bittner “regarding important aspects of the business relationship.” PL’s Opp. to Defs.’ Mot to Dismiss at 3, ECF No. 11; see also George Deck, Ex 6-7(Emails and Letters).

On July 26, 2011, Syncrude filed a breach of contract action against the Highland Defendants in the Court of Queen’s Bench of Alberta, Case Number 1103 1134 (“Canadian Litigation”). PL’s Compl. ¶ 8, ECF No. 1. The Highland Defendants were served by registered mail at their respective principal offices according to the Alberta Rules of Court and the Alberta Business Corporation Act. Id. ¶¶ 9-13; see also Affs. of Serv., Court of Queen’s Bench of Alberta Record at 8-16. Mr. Bittner signed the return receipts acknowledging service for both Maryland Defendants on August 2, 2011. Id. at 10, 13. Raz Walter signed a return receipt on behalf of Highland Group International GmbH on August 3, 2011. Id. at 16. At no time relevant to this action was Mr. Bittner specifically listed as a resident agent, president, secretary or treasurer for the Maryland Defendants. Kerridge Aff. ¶ 2, ECF No. 8-2.

[623]*623According to the Maryland State Department of Assessments and Taxation, James G. Kerridge was the listed Resident Agent for both Maryland Defendants. Id. ¶ 3. Despite this notice, none of the Defendants filed responsive or opposition pleadings in the Canadian Litigation. Default Judgment, Court of Queen’s Bench of Alberta Record at 18. Accordingly, on October 18, 2011, the Court of Queen’s Bench of Alberta entered a default judgment (“Canadian Judgment”) in favor of Syncrude against all three Highland Defendants in the amount of $1,343,871.34. Alberta Court of Queen’s Bench, Record at 1, 18. Subsequently, in an effort to enforce the Canadian Judgment against the Highland Defendants, Syncrude filed the present action before this Court pursuant to the Maryland Uniform Foreign Money-Judgment Recognition Act, Maryland Code, Courts and Judicial Proceedings, §§ 10-701 et seq. (“the Recognition Act”).

STANDARD OF REVIEW

Pursuant to Federal Rule of Civil Procedure 12(d), consideration of matters outside the pleadings converts Defendants’ Motion to one for summary judgment, rather than a motion to dismiss. See Sec’y of State for Def. v. Trimble Navigation Ltd., 484 F.3d 700, 705 (4th Cir.2007) (if “matters outside of the pleading are presented to and not excluded by the court,” then “the motion must be treated as one for summary judgment under Rule 56”). Rule 56 of the Federal Rules of Civil Procedure provides that a court “shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R.Civ.P. 56(c). A material fact is one that “might affect the outcome of the suit under the governing law.” Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). A genuine issue over a material fact exists “if the evidence is such that a reasonable jury could return a verdict for the nonmoving party.” Id.

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916 F. Supp. 2d 620, 2013 WL 139194, 2013 U.S. Dist. LEXIS 3825, Counsel Stack Legal Research, https://law.counselstack.com/opinion/syncrude-canada-ltd-v-highland-consulting-group-inc-mdd-2013.