United States District Court, D. Colorado
BROOKE JACKSON, UNITED STATES DISTRICT JUDGE
motions are pending. Plaintiff moves to strike the notice of
removal filed by three of the five listed defendants. The
defendants move to dismiss for lack of personal jurisdiction.
Both motions are denied.
background is taken from plaintiff's amended complaint
and its exhibits. I will accept plaintiff's well-pleaded
allegations of fact as true for present purposes except to
the extent the actual documents attached as exhibits to the
amended complaint correct or clarify the alleged facts.
plaintiff, Gustavson Associates, LLC, is an engineering and
consulting company based in Boulder, Colorado.
April 13, 2016 “Skyland Petroleum Limited (previously
known as MUI Corporation Limited) (‘SPL' or the
‘Company')”issued a press release announcing
the completion of its acquisition of Skyland Petroleum Group
Limited and its subsidiaries. ECF No. 10-13. The announcement
indicated that the Company's board of directors
henceforth would be Dr. David Robson, Chairman and Managing
Director; Elizabeth Landles, Executive Director; and Mark
Sarssam, Executive Director. It identified five Non-Executive
Directors: Timothy Hargreaves, Piers Johnson, Domenic
Martino, Raden Sukhyar, and Ghassan Zok. Id.
organization chart, undated but, based on its content,
apparently taken from a Skyland document at or after the
foregoing announcement, shows “MUI Corporation Limited
(to be renamed ‘Skyland Petroleum Limited')”
at the top of the chain; then Skyland Petroleum Group Limited
(Cayman Islands) immediately under Skyland Petroleum Limited;
and six entities, presumably subsidiaries of Skyland
Petroleum Group Limited, under Skyland Petroleum Group
Limited. One of those subsidiaries is Skyland Management
Consultancies (Dubai, UAE), described in the chart as
“Dubai staff.” Another is Skyland Services
Limited (Tajikistan), described as “Tajik staff.”
ECF No. 10-14.
June 28, 2016 Gustavson entered into a “Professional
Services Agreement” with “Skyland Petroleum,
” an entity with a business address in Dubai, U.A.E,
and a billing address of Skyland Petroleum, P.O. Box 388, St.
Peter Port, Guernsey GY1 3FG British Isles. ECF No. 10-1.
Under this contract Gustavson agreed to evaluate certain
asserts being considered for acquisition. The estimated fee
for the work was $26, 770 with a retainer of $10, 000. In its
amended complaint Gustavson refers to these assets as the
“Fund Energy assets.” ECF No. 6 at ¶11.
Gustavson refers to this contract as the PSA 1 agreement or
the PSA 1 contract.
July 11, 2016 Gustavson entered into a second Professional
Services Agreement with Skyland Petroleum for evaluation of
assets being considered for acquisition. ECF No. 10-2.
Plaintiff alleges that “Skyland had suspended further
interest in the Fund Energy assets and requested Gustavson to
shift its efforts towards evaluating the Mirninsky licenses
in the same general area.” ECF No. 6 at ¶13.
Gustavson refers to this contract as the PSA 2 agreement or
the PSA 2 contract. This contract has a stamp over the
signature block which says “Skyland Petroleum Group,
” and underneath that in smaller letters the words
“Skyland Management Consultants” and the Post
Office Box address of the Dubai office on the first page of
Gustavson provided a report to Skyland Petroleum entitled
Estimate of Reserves and Resources for the Mirninsky License
Area, Located in Siberia. ECF Nos. 10-3 and 10-4 at 1-43.
This report had a report date of October 12, 2016 and an
effective date of January 1, 2017. Gustavson also provided an
Addendum to the report with a report date of October 27, 2016
and an effective date of January 1, 2017. ECF No. 10-4 at
October 24, 2016 Skyland Petroleum Group Limited ARBN 613 928
671 (“SPGL”) issued a press release stating that
“it has successfully completed its due diligence on the
Mirninsky License and that it could provide “an
independent audited SPE-PMRS estimate reserves and contingent
resources figures for the Mirninsky License” completed
by Gustavson. This press release was headed by the logo
Skyland Petroleum and was captioned “Skyland Petroleum
- Acquisition Update on East Siberian Oil and Gas
Asset.” ECF No. 10-6. In a section entitled
“Successful Continuation of Corporate Strategy, ”
it quoted a comment from Dr. David Robson, Chairman and
Managing Director, concerning the project. Id. at 3.
In a section entitled “About Skyland, ” the press
release stated, “Skyland Petroleum Group Limited is an
oil and gas exploration and production company listed on the
Australian Securities Exchange (‘ASX') and
primarily focused on projects in Russia, Central Asia and the
November 2, 2016 SPGL issued another press release, this time
providing “the prospective resource figures relating to
the exploration potential within the Mirninsky License area
located in the Sakha (Yakutia) Republic of the Russian
Federation.” ECF No. 10-7.
Gustavson alleges that the total charges for its services and
work product pursuant to the PSA 1 and PSA 2 contracts
totaled $174, 410.95. ECF No. 6 at ¶16. However,
Gustavson negotiated with “Skyland management”
and reached an agreement upon a compromised amount of $110,
000. Id. at ¶17.
November 4, 2016 Gustavson sent an invoice for $110, 000 to
“Skyland Services Limited” at P.O. Box 144, St.
Peter Port, Guernsey GY1 3HX. ECF No. 10-5. This invoice has
never been paid.
December 24, 2016 Dr. Robsen, the Chairman and Managing
Director of SPGL, died.
January 31, 2017 Edwin C. Moritz, President of Gustavson,
sent a letter to Skyland Services Limited at P.O. Box 388,
St. Peter Port, Guernsey GYI 3FG, requesting payment of the
“overdue invoice” dated November 4, 2016. ECF No.
February 6, 2017 Mr. Moritz sent an email to Liz Landles of
SPGL, noting that Gustavson had received no response to the
invoice and letter he had sent to the Guernsey office and
asking for a response at her earliest convenience. ECF No.
10-11. Ms. Landles forwarded the email to Domenic Martino. On
February 7, 2017 Mr. Moritz sent Mr. Martino a copy of the
invoice Gustavson had sent to the Guernsey office.
Id. Each of these emails indicated that the subject
was “Gustavson work for Skyland.”
February 24, 2017 SPGL issued a press release announcing that
on February 21, 2017 the majority of its board of directors
agreed to remove Piers Johnson, Elizabeth Landles and Mark
Sarssam as directors of the Company. ECF No. 10-15. The new
board consisted of Domenic Martino, Timothy Hargreaves,
Ghassan Zok, Raden Sukhyar and Marco Arosti. Domenic Martino
was appointed as Interim CEO and Chairman of the Company.
March 6, 2017 Mr. Moritz again emailed Ms. Landles, attaching
another copy of the invoice, noting that it was for work on
the Mirninsky licenses that were being evaluated by
“Skyland, ” that the results were published on
“Skyland's website, ” and that the ...