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Agricola Abc, S.A. De C.V., A Mexican Corporation v. Chiquita Fresh North America

December 20, 2011

AGRICOLA ABC, S.A. DE C.V., A MEXICAN CORPORATION,
PLAINTIFF,
v.
CHIQUITA FRESH NORTH AMERICA, LLC, A DELAWARE LIMITED LIABILITY COMPANY AND SUCCESSOR IN INTEREST TO
CHIQUITA FRUPAC, INC., A DELAWARE CORPORATION;
ALEJANDRO CANELOS RODRIGUEZ, AN INDIVIDUAL; AND
ARISTEO ALEJANDRO CANELOS GUILLEN, AN INDIVIDUAL, DEFENDANTS.



The opinion of the court was delivered by: Hon. Anthony J. Battaglia U.S. District Judge

ORDER GRANTING MOTIONS TO DISMISS FOR LACK OF SUBJECT MATTER JURISDICTION AND DENYING REMAINING PENDING MOTIONS [Doc. Nos. 92, 93, 106, 112 and 114]

Plaintiff, Agricola ABC, S.A. de C.V. ("Agricola"), brings the instant action against Defendants, Chiquita Fresh North America, LLC ("Chiquita Fresh"), Chiquita Frupac, Inc. ("Chiquita Frupac"), Alejandro Canelos Rodriguez ("Alejandro Rodriguez"), and Aristeo Alejandro Canelos Guillen ("Guillen"). [Compl. ¶ 28-30.]

Chiquita Fresh moves to dismiss for lack of subject matter jurisdiction or in the alternative, moves for summary judgment. [See Def.'s Mem. Doc. No. 112-1.] Guillen joins Chiquita Fresh's Motion [Doc. No. 118] and Rodriguez files a separate Reply in support of Chiquita Fresh's Motion to Dismiss [Doc. No. 128].

Defendant Alejandro Rodriguez also filed a separate motion pursuant to Federal Rule of Civil Procedure 12(b)(1), 12(b)(2) and 12(b)(5) to dismiss the action for lack of subject matter jurisdiction; lack of personal jurisdiction; and to quash service of process on Defendant, [Doc. No. 114]. The Plaintiff filed an opposition, [Doc. No. 122], and Rodriguez filed a reply, [Doc. No. 128].

Guillen filed a separate motion to dismiss counterclaim for equitable indemnity, [Doc. No. 106]. The Plaintiff filed an opposition, [Doc. Nos. 120 and 121], and Defendant Guillen filed a reply, [Doc. No. 123].

Plaintiff Agricola has filed two separate motions: (1) a Motion to Substitute Party; and (2) a Motion for Leave to File Supplemental Complaint, [Doc. Nos. 92 and 93 respectively]. Defendants filed oppositions, [Doc. Nos. 104, 107, and 103], and the Plaintiff filed replies, [Doc. Nos. 111 and 110].

The hearing date set for December 21, 2011, for all of the above referenced motions, is hereby VACATED as the Court finds these motions appropriate for submission on the papers without oral argument pursuant to Civil Local Rule 7.1.d.1. Based on the parties' moving papers and for the reasons set forth herein, the Motions to Dismiss for lack of subject matter jurisdiction [Doc. No. 112, 114 and joinder motion Doc. No.118] are hereby GRANTED and the remaining motions, Doc. Nos. 106 and the non-jurisdictional portions of 114, are hereby DENIED AS MOOT. Plaintiff Agricola's motions: (1) a Motion to Substitute Party; and (2) a Motion for Leave to File Supplemental Complaint, [Doc. Nos. 92 and 93 respectively], are DENIED.

Background

I. Factual Background

A. Allegations Contained in the Complaint

Agricola, a Mexican corporation with its principal place of business located in Sinaloa, Mexico, operates a large farming business. [Complaint, ¶ 2.] At the time of the events which give rise to Plaintiff's complaint, Defendant Alejandro Rodriguez jointly managed Plaintiff Agricola along with his brother, Constantino Rodriguez. [Id., ¶ 7.]

On December 14, 1998, Agricola and two other unnamed companies (collectively "the Producers") entered into a vegetable distribution agreement with Chiquita. [Id.] In accordance with that agreement, the Producers received advances from Chiquita in an amount allegedly totaling $18,650,000.

., ¶ 8.] In order to guarantee repayment of the advances, the Producers (including Defendant Alejandro Canelos Rodriguez and his brother Constantino Canelos Rodriguez) created a Guarantee Trust on January 26, 1999. The purpose of the Guarantee Trust was to hold several parcels of real property in Mexico as security for the re-payment of the debt. [Id., ¶ 9.]

Thereafter, Agricola and the other Producers reached an agreement with Chiquita, to resolve the outstanding balance on the alleged debt from $18,650,000 to $5,000,000. [Compl., ¶ 10.] Five parcels of land in San Diego County, totaling 100 acres and valued at more than $5,000,000, were transferred to Chiquita in full satisfaction of the loan. Agricola alleges, however, that Alejandro Canelos Rodriguez and Chiquita entered into a secret agreement whereby the properties in question were eventually transferred to entities associated with Alejandro Rodriguez, without consideration. [Id., ¶ 11.] Plaintiff further alleges Alejandro Rodriguez improperly caused one of the Canelos family companies to transfer title to another ...


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