In the fall of 2015, Gray Reed clients Centaurus Renewable Energy LLC and Grand View PV Solar Two LLC launched their lawsuit against Helix Electric LLC and several related companies.
At the time, Centaurus was in the process of acquiring power plant project owner Grand View. The project contractor were the Helix parties. According to the original complaint, a mutual confidentiality agreement (MCA) was the third agreement with the Helix entities related to the solar plant project. Grand View signed the first two, but Centaurus, as the eventual successor to Grand View, signed the third.
Negotiations broke down, however, resulting in Helix’s president accusing Centaurus of breaching the MCA in October 2015. Grand View and Centaurus brought suit in Harris County, alleging Helix breached the original two contracts in November 2015. Helix removed the case to the Southern District of Texas, Houston Division and then Helix filed its own lawsuit in Southern District of California federal court in December of that year.
The Southern District of California action was stayed, and in May the judge sided with Centaurus and Grand View on the motion to remand, leading to Helix’s appeal to the Fifth Circuit Court of Appeals.
Earlier this month a three judge panel of the Fifth Circuit upheld the trial court’s remand ruling in the Southern District of Texas and shot down arguments by Helix that the MCA’s forum selection clause was ambiguous.
“The MCA’s [forum selection clause] is ‘clear and unequivocal’: It gives Harris County state courts exclusive jurisdiction over disputes such as the one plaintiffs brought in that county,” the court wrote. “Because Helix Electric LLC agreed to the MCA’s terms, it cannot remove, and neither can its co-defendants.”
The court rejected other contentions by Helix that it was unclear if Grand View was a subsidiary of Centaurus, saying there is no dispute that the agreement was entered into with the assumption that Grand View was in the process of being acquired by Centaurus.
Read the full article on Law360: https://www.law360.com/articles/887407/5th-circ-says-solar-plant-suit-belongs-in-texas-court
Key players: Ralph Perry-Miller, Jim Moseley, Angela Brown