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Pristec Refining Technologies USA, LLC v. Pristec Ag

United States District Court, D. New Jersey

October 23, 2017

PRISTEC REFINING TECHNOLOGIES USA, LLC, et al., Plaintiff,
v.
PRISTEC AG, et al., Defendants.

          MEMORANDUM AND ORDER

          PETER G. SHERIDAN, U.S.D.J.

         This matter comes before the Court by Defendants Pristec AG (“PAG”) and Pristec America, Inc. (“PRISTEC AMERICA”) for a motion to dismiss the Complaint of Plaintiffs Pristec Refining Technologies USA, LLC (“Pristec Refining”), Earle Refining USA, LLC (“Earle Refining”), Earle Oil Investments, LLC (“Earle Oil”), and T.J. Earle for lack of subject matter jurisdiction pursuant to Fed.R.Civ.P. 12(b)(1) (“Rule 12(b)(1)”), lack of personal jurisdiction as to Pristec AG to Fed.R.Civ.P. 12(b)(2) (“Rule 12(b)(2)”), and for failure to state a claim upon which relief can be granted pursuant to Fed.R.Civ.P. 12(b)(6) (“Rule 12(b)(6)”) (see Docket Entry (“D.E. 29).

         I.

         On June 16, 2017, Plaintiffs initiated this suit by filing a Complaint in this Court against Defendants PAG and Pristec America. (See Docket Entry (“D.E.”) 1.) Within two weeks of filing of the Complaint, Plaintiffs filed an Order to Show Cause for Preliminary Injunction against all the Defendants pursuant to Fed.R.Civ.P. 65, moving before the Court, inter alia, to preliminarily enjoin and compel the Defendants to specifically perform their obligations under an Operating Agreement dated September 14, 2016. (See D.E. 5.)

         Most of the Plaintiffs are domiciled in New Jersey. Plaintiff Earle Oil is a New Jersey limited liability company with its principal place of business in Wall, New Jersey. The members of Plaintiff Earle Oil include, T.J. Earle, W. Robert Earle, II and Michael G. Earle (collectively, the “Earle Brothers”). Each of the Earle Brothers are domiciled in the State of New Jersey. (See Complaint (“Compl.”) at ¶¶ 5-6.)

         Plaintiff Pristec Refining is a Delaware limited liability company with its principal place of business Wall, New Jersey. The members of Pristec Refining include, Steven R. Hays (“Hays”), Walter Gil de Rubio (“Gil de Rubio”), and Plaintiff Earle Refining. (Id. at ¶¶ 8-9.) Hays is an individual domiciled in the State of Texas, and Gil de Rubio is an individual domiciled in the State of New Jersey. (Id. at ¶¶ 9-11.)

         Plaintiff Earle Refining is a New Jersey limited liability company with its principal place of business in Wall, New Jersey, as well. The members of Earle Refining include, WRE Family 2016 Trust, TJE Family 2016 Trust, and MGE Family 2016 Trust. The trustee and beneficiaries of which are the Earle Brothers. (Id. at ¶¶ 12-13.)

         Defendant PAG is a joint stock company organized and existing under the laws of the Republic of Austria, with its principal place of business in Vienna, Austria. (Id. at ¶ 16); see also Declaration of Joseph M. Laura (“Laura Decl.”) at ¶ 2; D.E. 35.)

         Prior to February 8, 2017, PAG and Innovative Crude Technologies each owned 50% of the shares of Pristec America. At that time, Pristec America was organized under the laws of the State of Nevada. However, all of its business was conducted from the home office of Joseph Laura, the United States managing director. Mr. Laura resides in Springfield, New Jersey.

         On February 8, 2017, PAG acquired all of the outstanding shares of Innovative Crude and Pristec American became a wholly owned subsidiary of PAG.

         At about that time, Pristec America commenced its operations in Austria.

         The relationship between Plaintiffs and Defendants started in 2015 when the Earle Brothers met with Mr. Joseph Laura of Pristec America and a member of the Supervisory Board of Defendant PAG, to discuss a potential joint business venture. The joint business venture consisted of commercializing an innovative oil-refining technology. (Compl. at ¶¶ 2, 25-26.) In furtherance of this joint venture, the parties executed definitive agreements to form a joint venture entity called Pristec Northeast, LLC (“PNE”). (Id. at ¶ 29.) The complaint alleges that during 2015, Earle Brothers met with Laura in New Jersey approximately ten times to discuss a business relationship with Pristec America. Further, there are countless telephone conferences and e-mails between Earle Brothers and Mr. Laura of Pristec America.

         Plaintiffs allege that Defendants have failed to perform under the Operating Agreement and a License Agreement by failing to deliver the systems, equipment and technology to Plaintiff Pristec Refining, including any specifications or designs for the modules, or for the activators that are to operate inside of the modules. (Id. at ΒΆΒΆ 98-99.) On September 14, 2016, Pristec Refining and Pristec America entered a license agreement entitled Equipment Sales Agreement and Exclusive Intellectual Property License Agreement. Pursuant to ...


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