United States District Court, S.D. Texas, Houston Division
Waleed Bin Khalid Abu Al-Waleed Al-Qarqani, et. al., Petitioners,
Arabian American Oil Company and Aramco Services Company, Respondents.
MEMORANDUM OPINION AND ORDER
Miller, Senior United States District Judge
Pending before this court is respondent Aramco Services
Company's (“ASC”) motion to dismiss. Dkt. 16
Petitioners responded. Dkt. 28. ASC replied. Dkt. 32. Having
considered the motion, response, reply, and applicable law,
the court is of the opinion that the motion to dismiss should
1933, the Saudi Arabian government and Standard Oil Company
of California (“SoCal”), now Chevron, signed a
Concession Agreement (“Concession Agreement”).
Dkt. 9 at 5. The Concession Agreement gave SoCal surface
rights to land in Saudi Arabia to search for oil.
Id. at 6. Arabian American Oil Company
(“Aramco”) was organized during this time as a
subsidiary of SoCal. Dkt. 28 at 11. ASC, once known as Aramco
Realty Company, was organized in 1950 and was a subsidiary of
Aramco, which was a subsidiary of SoCal. Dkt. 28 at 10; Dkt.
29-4; Dkt. 29-3.
1988, the Saudi government had bought all of Aramco's
assets and established the Saudi Arabian Oil Company
(“Saudi Aramco”). Dkt. 9 at 6; Dkt. 28 at 11. Two
years later, in 1990, Aramco dissolved. Dkt. 16-4; Dkt. 16-3
are the heirs, beneficiaries and titleholders of the lands
that were subject to the Concession Agreement. Dkt. 9 at 4.
In June 2015, Petitioners obtained an arbitral award against
Chevron entities, which included Chevron U.S.A. and Chevron
Saudi Arabia, for failure to compensate Petitioners for the
use of the land subject to the Concession Agreement. Dkt. 9-2
at 6. The arbitral award also purported to bind Aramco, which
at that time had already dissolved. Id. Petitioners
brought the present suit seeking to confirm the arbitral
award against ASC. Id. at 7. Petitioners allege that
ASC is a subsidiary of Aramco. Id. at 2. ASC has
moved to dismiss the enforcement of this arbitral award under
FRCP 12(b)(1) and FRCP 12(b)(6) because it was not a party to
the arbitration agreement. Dkt. 16.
Standard of Review
A. Lack of Subject Matter Jurisdiction
12(b)(1) allows a party to seek dismissal of an action for
lack of subject matter jurisdiction. Fed.R.Civ.P. 12(b)(1).
Federal courts “have original jurisdiction of all civil
actions arising under the Constitution, laws, or treaties of
the United States.” 28 U.S.C. § 1331 (2013).
Federal-question jurisdiction “exists only in those
cases in which a well-pleaded complaint establishes either
that federal law creates the cause of action or that the
plaintiff's right to relief necessarily depends on
resolution of a substantial question of federal law.”
Willis of Tex., Inc. v. Stevenson, No. H-09-cv-0404,
2009 WL 7809247, at *4 (S.D. Tex. May 26, 2009) (Ellison,
determining whether the court has subject matter
jurisdiction, [it] must accept as true the allegations set
forth in the complaint.” Crane v. Johnson, 783
F.3d 244, 250-51 (5th Cir. 2015). “A trial court may
find that subject matter jurisdiction is lacking based on
‘(1) the complaint alone; (2) the complaint
supplemented by undisputed facts evidenced in the record; or
(3) the complaint supplemented by undisputed facts plus the
court's resolution of disputed facts.'”
Wolcott v. Sebelius, 635 F.3d 757, 762 (5th Cir.
2011) (quoting Barrera-Montenegro v. United States,
74 F.3d 657, 659 (5th Cir. 1996)).
Failure to State a Claim
8(a)(2) requires that the pleading contain “a short and
plain statement of the claim showing that the pleader is
entitled to relief.” Fed.R.Civ.P. 8(a)(2). A party
against whom claims are asserted may move to dismiss those
claims when the nonmovant has failed “to state a claim
upon which relief can be granted.” Fed.R.Civ.P.
survive a Rule 12(b)(6) motion to dismiss, the plaintiff must
plead ‘enough facts to state a claim to relief that is
plausible on its face.'” In re Katrina Canal
Breaches Litig., 495 F.3d 191, 205 (5th Cir. 2007)
(quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
570, 127 S.Ct. 1955 (2007)). “Factual allegations must
be enough to raise a right to relief above the speculative
level on the assumption that all the allegations in the
complaint are true (even if doubtful in fact).”
Twombly, 550 U.S. at 555 (citations omitted). While
the allegations need not be overly detailed, a
plaintiff's pleading must provide the grounds for his
entitlement to relief. Id. That “requires more
than labels and conclusions, and a formulaic recitation of
the elements of a cause of action will not do.”
Id.; see also Ashcroft v. Iqbal, 556 U.S.
662, 678, 129 S.Ct. 1937 (2009). “[C]onclusory
allegations or legal conclusions masquerading as factual
conclusions will not suffice to prevent a motion to
dismiss.” Fernandez-Montes v. Allied Pilots
Ass'n, 987 F.2d 278, 284 (5th Cir. 1993). Instead,
“[a] claim has facial plausibility when the plaintiff
pleads factual content that allows the court to draw the
reasonable inference that the defendant is liable for the
misconduct alleged.” Iqbal, 556 U.S. at 678.
a motion to dismiss is “a context-specific task that
requires the reviewing court to draw on its judicial
experience and common sense.” Id. at 679.
“Ultimately, the question for a court to decide is
whether the complaint states a valid claim when viewed in the
light most favorable to the plaintiff.” NuVasive,