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키스톤 인더스트리 미연방법원 피소 소송장
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UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF WEST VIRGINIA
PATRIOT COAL SALES LLC ) ) Plaintiff, ) ) v. ) Case No. 2:12-cv-01808 ) KEYSTONE INDUSTRIES LLC ) ) Defendant. )
AMENDED COMPLAINT
COMES NOW Plaintiff, Patriot Coal Sales LLC, and for its Amended Complaint against
Defendant, Keystone Industries LLC, states the following:
The Parties
1. Patriot Coal Sales LLC (“Patriot”) is, and at all relevant times was, a limited
liability corporation organized and existing under the laws of the State of Delaware with its
principal place of business in St. Louis, Missouri. Patriot sells varying grades of coal mined by
affiliated entities. Patriot’s only member is Patriot Coal Corporation, a corporation organized
and existing under the laws of the State of Delaware with its principal place of business in St.
Louis, Missouri.
2. Keystone Industries LLC (“Keystone”) is, and at all relevant times was, a limited
liability corporation organized and existing under the laws of Maryland with a principal place of
business in Fort Myers, Florida. Keystone’s members are all individuals residing in Florida.
Jurisdiction and Venue
3. For jurisdictional purposes, Patriot is a citizen of Delaware and Missouri and
Keystone is a citizen of Maryland and Florida. 28 U.S.C. § 1332(c)(1).
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4. This Court has jurisdiction over the subject matter of this action pursuant to 28
U.S.C. § 1332(a)(1) because the amount in controversy, exclusive of interest and costs, exceeds
$75,000, and this action is between citizens of different states.
5. This Court may properly exercise personal jurisdiction over Keystone because it
has sufficient minimum contacts with West Virginia, including entering into a contract in West
Virginia that was to be performed in West Virginia.
6. Venue is proper in this District because a substantial part of the events or
omissions giving rise to this claim occurred in this District. 28 U.S.C. § 1391(b)(2).
Keystone Breaches the Parties’ Contract
7. On or about December 7, 2011, Patriot and Keystone entered into a contract
pursuant to which Keystone agreed to purchase coal from Patriot (the “Coal Confirmation”). A
redacted copy of the Coal Confirmation is attached as Exhibit 1 hereto.
8. Pursuant to the Coal Confirmation, Keystone was to take delivery of, and pay for,
coal from Patriot upon certain specified terms and conditions during 2012. Those terms and
conditions required Keystone to take monthly delivery of its total purchase obligation on a pro
rata basis.
9. It is Patriot’s understanding that Keystone intended to resell the Patriot coal to its
own buyer. Keystone’s obligations under the Coal Confirmation were not contingent, however,
upon Keystone identifying or contracting with a buyer nor are Keystone’s obligations contingent
upon the performance of its buyer.
10. Keystone has not taken or paid for any coal as it is obligated to do under the Coal
Confirmation.
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11. On May 11, 2012, Patriot sent a letter notifying Keystone that it was in breach
and default of the Coal Confirmation (the “Notice of Default”). A redacted copy of the Notice of
Default is attached as Exhibit 2 hereto. The Notice of Default provided Keystone thirty (30)
days to cure its default under the Coal Confirmation.
12. As of the date of this Amended Complaint, Keystone has not cured its breach and
default of the Coal Confirmation. Keystone failed to take or pay for a single ton of coal as it is
obligated to do under the Coal Confirmation despite having contracted to take and pay for
hundreds of thousands of tons of coal by the date of this Amended Complaint.
13. By its words and actions, Keystone has repudiated the Coal Confirmation in its
entirety.
COUNT FOR BREACH OF CONTRACT
14. Keystone and Patriot entered into the Coal Confirmation. The Coal Confirmation
is a valid and enforceable contract.
15. Both Keystone and Patriot had mutual obligations under, and received
consideration from, the Coal Confirmation.
16. Patriot was willing and able to fully perform its obligations under the Coal
Confirmation and did in fact perform any and all obligations as they arose. Any conditions
precedent to Keystone’s performance of the Coal Confirmation have occurred or otherwise been
satisfied.
17. Keystone breached the Coal Confirmation by failing to take delivery of and pay
for its coal obligation as provided for by the Coal Confirmation. Keystone also breached the
Coal Confirmation by failing to cure its default under the Coal Confirmation.
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18. Patriot has been damaged by Keystone’s breach of the Coal Confirmation,
including but not limited to, the present value of the loss of sales to Keystone in the quantities
and prices specified under the Coal Confirmation for the entire duration of the contract.
WHEREFORE, Patriot prays for judgment in its favor and against Keystone: (a) for
damages representing the present value of the loss of sales to Keystone in the quantities and
prices specified in the Coal Confirmation, in an amount to be determined at trial, but in any event
in excess of the jurisdictional minimum; (b) pre- and post-judgment interest; and (c) for such
further and additional relief as the Court deems just and proper.
Respectfully submitted, PATRIOT COAL SALES, LLC By Counsel, DINSMORE & SHOHL, LLP /s/ W. Henry Jernigan, Jr.
W. Henry Jernigan, Jr. (WVSB #1884) 900 Lee Street, Suite 600 Huntington Square Charleston, WV 25301 Telephone: (304) 357-0900 Fax: (304) 357-0919 [email protected] THOMPSON COBURN LLP Roman P. Wuller
Mark A. Mattingly One US Bank Plaza St. Louis, Missouri 63101 Telephone: (314) 552-6000 Fax: (314) 552-7000 [email protected] Attorneys for Plaintiff
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