8/6/2023 0 Comments Aic firstclassThese possibilities, and the compensation appropriate in each circumstance, will be considered in turn. A at 7.) AIC's compensation, if any, under the consulting agreement therefore depended upon Mapco consummating either a short-term supply contract or the proposed asset sale transaction, or both. If no closing ever takes place, shall have no payment liability or obligation whatsoever to AIC. , shall not be liable for nor be required to pay AIC any fees, compensation or reimbursement of any nature whatsoever prior to the successful closing of the. Except in the event NNPC and execute a supply contract. The consulting agreement provides in no uncertain terms that AIC would be entitled to compensation for its services if and only if Mapco actually entered into one or both of the contemplated transactions. A at 3.) The short-term supply contract was to be formed if necessary "to assist in accomplishing" and "as a prelude to" the proposed asset sale transaction. For purposes of identification, the Court will refer to this second transaction type as a "short-term supply contract." The other party to any short-term supply contract with Mapco was to be NNPC. The second transaction category contemplated by the consulting agreement involved obtaining a short-term oil supply for Mapco. assets, and would also provide the long-term source of oil for Mapco. A at 1-2, 6-7.) This first transaction category shall be referred to as the proposed "asset sale." The consulting agreement specifically contemplated that the Nigerian Government and/or NNPC would purchase the interest in Mapco's U.S. The first category contemplated a two-part transaction, by which: (1) Mapco would sell a minority interest in its refining and marketing assets located in the United States, and (2) in return, Mapco would receive a long-term supply of crude oil. These prospective transactions underlying the consulting agreement fall into two categories. *1232 Pursuant to the consulting agreement, AIC undertook to represent Mapco during the negotiation of certain prospective transactions involving Mapco and designated third parties. In the interest of clarity, the contract will be referred to throughout this Opinion as the "consulting agreement." The consulting agreement appears in the record as an exhibit attached to the Complaint. of this Opinion highlights various provisions of the contract insofar as they are pertinent to the motions now before the Court.īy the terms of the contract, AIC was engaged by Mapco to act as Mapco's representative and consultant in negotiating certain contemplated transactions involving Mapco and specified third parties. Consequently, the parties' squabbling over discovery becomes moot, and the motions relating thereto will be denied.ĪIC and Mapco are the only parties to the contract at issue here. įor the reasons set forth in this Memorandum Opinion, the Court will grant Mapco's motion to dismiss the Complaint in its entirety for failure to state a claim. 15.) In addition, the parties have locked horns in a battle over various discovery matters. Presently before the Court is defendant's motion to dismiss pursuant to Rule 12(b) (6), Fed.R.Civ.P. In essence, AIC alleges that Mapco wrongfully prevented AIC from performing services and thus from earning compensation potentially available to it under the contract. By its terms, AIC was retained to act on Mapco's behalf in exploring and negotiating certain possible transactions between Mapco and designated third parties. The contract, a single-spaced 13-page typewritten document, is fundamentally a brokerage arrangement. ("Mapco"), a Delaware corporation headquartered in Tulsa, Oklahoma, of breaching a contract executed by the parties on October 15, 1986. Limited ("AIC"), a corporation organized under the laws of Nigeria, accuses defendant Mapco Petroleum Inc. In this diversity action, plaintiff A.I.C. Hinckley, Jr., of Donovan Leisure Newton & Irvine, New York City, of counsel, for defendant. Reid of Morris, Nichols, Arsht & Tunnell, Wilmington, Del., and Louis C. Collins of Locke Purnell Rain Harrell, P.C., Dallas, Tex., of counsel, for plaintiff.ĭonald E. Ashby of Ashby, McKelvie & Geddes, Wilmington, Del., and James L.
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