United States District Court, D. Colorado
Brooke Jackson United States District Judge
order addresses three motions: (1) Motion to Enforce Local
Rule 5(b), ECF No. 37: GRANTED in part and DENIED in part;
(2) Motion for Summary Judgment, ECF No. 39: DENIED; and (3)
Motion to Withdraw and Waiver of Jury Demand, ECF No. 42:
essentially a collection case. I described the general
background in an order issued on March 30, 2018 in which I
denied plaintiff's motion to strike three defendants'
notice of removal, and I denied the same three
defendants' motion to dismiss. ECF No. 26. I will begin
this order by repeating, more or less, the same background.
plaintiff is Gustavson Associates, LLC. To reduce confusion
resulting from the appearance in the chronology of many
variations on “Skyland Petroleum” in the
pleadings, I will bold and capitalize the five named
defendants where their names appear unless it is within a
direct quote. They are as follows:
(1) SKYLAND PETROLEUM PTY LTD f/k/a Skyland Petroleum Limited
ACN 072 350 817.
(2) SKYLAND PETROLEUM HOLDINGS LTD a/k/a Skyland Petroleum
(3) SKYLAND PETROLEUM GROUP LIMITED ARBN 613 928 671.
(4) SKYLAND SERVICES LLC.
(5) DOMENIC VINCENT MARTINO.
following are either facts alleged by the plaintiff (and for
present purposes assumed to be true) or facts established by
documents in the record of the case.
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) (“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 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 then six entities, presumably
subsidiaries of 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
assets 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 ...