Grand Isle Shipyard L.L.C. v. Siroco, LLC

UNITED STATES DISTRICT COURT
EASTERN DISTRICT OF LOUISIANA
GRAND ISLE SHIPYARD L.L.C. 	CIVIL ACTION
VERSUS 	NO. 25-1806
SIROCO, LLC 	SECTION: “J”(5)
ORDER & REASONS
Before the Court is a Motion to Remand (Rec. Doc. 13) filed by Plaintiff Grand
Isle Shipyard L.L.C. Defendant Siroco, LLC filed an opposition (Rec. Doc. 16), to
which Plaintiff replied (Rec. Doc. 17). Having considered the motions and legal
memoranda, the record, and the applicable law, the Court finds that the motion
should be GRANTED.
FACTS AND PROCEDURAL BACKGROUND
This litigation arises out of a contract for computer services entered into by
Plaintiff and Defendant. On August 1, 2025, Plaintiff Grand Isle Shipyard L.L.C. filed
the instant case for breach of the contractual agreement in the 17th Judicial District
Court for Lafourche Parish, State of Louisiana.
On September 3, 2025, Defendant Siroco, LLC removed the case to this Court
pursuant to 28 U.S.C. §§ 1441 and 1446, averring that this Court had diversity
jurisdiction pursuant to 28 U.S.C. § 1332. (Rec. Doc. 1). Plaintiffs filed the instant
motion to remand on September 24, 2025, arguing primarily that this Court lacks
subject matter jurisdiction over the matter based on the amount in controversy, and
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alternatively, asserting that the contract at issue in the case includes an exclusive-
venue clause which mandates that the parties litigate this contractual claim in the
17th Judicial District Court.
Defendant Siroco, LLC opposes Plaintiff’s motion to remand and interprets the
forum-selection 	clause 	differently 	than 	Plaintiff 	does. 	Furthermore, 	Defendant
argues that the forum-selection clause does not constitute a waiver of its right to
remove based on diversity jurisdiction.
The proper construction of the forum-selection clause that the parties agreed
to is dispositive in this case, so the Court declines to address the parties’ arguments
regarding diversity jurisdiction and the amount in controversy.
LEGAL STANDARD
A defendant may remove to federal court “any civil action brought in a State
court of which the district courts of the United States have original jurisdiction.”
28 U.S.C. § 1441(a). “A federal district court has subject matter jurisdiction over a
state claim when the amount in controversy is met and there is complete diversity of
citizenship between the parties.” Mumfrey v. CVS Pharmacy, Inc., 719 F.3d 392, 397
(5th Cir. 2013) (citing 28 U.S.C. § 1332(a)). The amount in controversy required for
federal subject matter jurisdiction under § 1332(a) is currently $75,000. Id. The court
considers the jurisdictional facts that support removal as of the time of removal.
Gebbia v. Wal-Mart Stores, Inc., 233 F.3d 880, 883 (5th Cir. 2000). Because removal
raises significant federalism concerns, any doubt about the propriety of removal must
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be resolved in favor of remand. Gasch v. Hartford Accident & Indem. Co., 491 F.3d
278, 281–82 (5th Cir. 2007).
DISCUSSION
A contractual provision may constitute a waiver of a party’s right to remove a
case to federal court. The Fifth Circuit has established that in order for a contractual
clause to prevent removal, “the clause must give a ‘clear and unequivocal’ waiver of
that right.” City of New Orleans v. Mun. Admin. Servs., Inc., 376 F.3d 501, 504 (5th
Cir. 2004) (quoting McDermott Int’l, Inc. v. Lloyds Underwriters, 944 F.2d 1199, 1212
(5th Cir. 1991). There are three ways in which a party may waive the right to remove
a case to federal court: (1) when the party explicitly states that it is waiving its right
of removal; (2) when the party allows the other party to the contract the right to
choose venue; or (3) when the parties agree to and establish an exclusive venue within
the contract. Id.
The contract at issue in this case includes the following provision related to
venue:
13. APPLICABLE LAW and Exclusive Venue. The Contract Documents
shall be governed by the general maritime laws of the United States to
the maximum extent permitted by law. If the general maritime law is
held inapplicable, the Contract Documents shall be governed by the laws
of the State of Louisiana regardless of any conflict of law provisions. The
Parties hereto agree that the sole and exclusive venue with respect to
any claim or controversy arising under or governed by this [sic] Contract
Documents shall only be proper in the United States Federal District
Court of the Eastern District of Louisiana located in New Orleans,
Louisiana, 	regarding 	general 	maritime 	claims 	and 	the 	Louisiana
Seventeenth Judicial District Court located in Thibodaux, Louisiana,
regarding any claim not governed by the general maritime laws of the
United States.
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(Rec. Doc. 1-2, at 11). It is clear from the language of Section 13 that the parties did
not explicitly waive their right of removal, and that Defendant in this case did not
allow Plaintiff to choose the venue. Thus, for Plaintiff’s motion to remand to be
successful, the above provision (Section 13) must represent an exclusive or mandatory
venue clause.
Parties to a contract are permitted to select an exclusive venue. Consenting to
the jurisdiction of one forum does not necessarily mean that a party has waived its
right to have the case heard in a different forum. City of New Orleans, 376 F.3d at
504. 	However, 	a 	clause 	may 	designate 	an 	exclusive 	forum 	if 	it 	goes 	beyond
establishing that a particular forum has jurisdiction and “clearly demonstrate[s] the
parties’ intent to make that jurisdiction exclusive.” Id. (citing Keaty v. Freeport
Indonesia, Inc., 503 F.2d 955 (5th Cir.1974)). The Fifth Circuit has emphasized the
importance of distinguishing between jurisdiction and venue when interpreting
clauses such as Section 13. Id. “Although it is not necessary for such a clause to use
the word ‘venue’ or ‘forum,’ it must do more than establish that one forum will have
jurisdiction.” Id. For example, if a clause solely calls on the parties to submit to the
jurisdiction of a particular court, such a clause will not be interpreted to be a
mandatory forum-selection clause that prevents removal. Id. (discussing Keaty, 503
F.2d 955–56).
In the City of New Orleans v. Municipal Administrative Services, Inc., the Fifth
Circuit followed similar reasoning to conclude that the clause in the subject contract,
which stated that the defendant would “consent and yield to the jurisdiction of the
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State Civil Courts of the Parish of Orleans and [did] hereby formally waive any pleas
of jurisdiction on account of the residence elsewhere,” did not prevent the defendant
from removing the case to federal court. Id. Although one meaning of the clause could
be that the defendants consented to the exclusive jurisdiction of the Orleans Parish
state court, the clause was susceptible to other plausible readings that permitted the
defendant to bring its own suit under the contract in a different venue. Id. at 505.
Because the clause was susceptible to more than one reasonable interpretation, there
was ambiguity as to its meaning, and “[t]he very presence of ambiguity indicates that
the clause does not contain a ‘clear and unambiguous’ waiver of removal rights.” Id.
at 505–06.
Conversely, where parties state in the contract that the venue for any action
shall lie in a specific place, or that a certain court has exclusive jurisdiction, then the
forum-selection clause has been held to bar removal. See Collin Cnty. v. Siemens Bus.
Servs., Inc., 250 F. App’x 45, 50 (5th Cir. 2007); Argyll Equities LLC v. Paolino, 211
F. App’x 317, 318 (5th Cir. 2006). In Top Branch Tree Service & Landscaping, Inc. v.
Omni Pinnacle, LLC, this Court dismissed a case on a Rule 12(b)(3) motion as a result
of a forum-selection clause. Top Branch Tree Serv. & Landscaping, Inc. v. Omni
Pinnacle, LLC, No. 06-3723, 2007 WL 1234976, at *2–3 (E.D. La. Apr. 26, 2007). In
Omni Pinnacle, the contract between St. Tammany Parish and Omni Pinnacle, LLC
provided that “The 22nd Judicial District Court for the Parish of St. Tammany shall
be the court of original jurisdiction of any litigation originated under this contract.”
Id. at *1. Although the clause did not use the word “exclusive” or “venue,” the Court
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dissected the language to determine that the clause provided for exclusive jurisdiction
in the 22nd Judicial District Court for the Parish of St. Tammany. Id. at *2–3. The
Court found that the language of the clause, specifically “shall be the court of original
jurisdiction,” meant that no other court could hold original jurisdiction over the case,
and thus the parties had contracted for the 22nd Judicial District Court for the Parish
of St. Tammany to be the exclusive forum for their dispute. Id.
In the instant case, the language of the forum-selection clause, Section 13,
clearly and unequivocally states that
The Parties hereto agree that the sole and exclusive venue with respect
to any claim or controversy arising under or governed by this [sic]
Contract Documents shall only be proper in the United States Federal
District Court of the Eastern District of Louisiana located in New
Orleans, 	Louisiana, 	regarding 	general 	maritime 	claims 	and 	the
Louisiana Seventeenth Judicial District Court located in Thibodaux,
Louisiana, regarding any claim not governed by the general maritime
laws of the United States.
(Rec. Doc. 1-2, at 11 (emphasis added)).
Defendant Siroco, LLC’s strained argument notwithstanding, the language of
this clause is clear and unambiguous. This portion of Section 13 clearly sets out one
mandatory and exclusive venue for general maritime claims and another sole and
exclusive venue for “any claim not governed by the general maritime laws of the
United States.” Based on this provision, the type of claim that arises under the
contract will determine which of the two sole and exclusive venues will be proper in
any given case.
Because Plaintiff and Defendant clearly demonstrated their intent to make
jurisdiction exclusive in one of two courts, depending on the type of claim at issue,
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the parties have waived their right to remove claims that are not governed by the
general maritime laws of the United States, which claims must be litigated in the
17th Judicial District Court located in Thibodaux, Louisiana.
The next issue before the Court centers on the first part of Section 13, the
choice-of-law provision. That provision reads as follows:
The Contract Documents shall be governed by the general maritime
laws of the United States to the maximum extent permitted by law. If the
general maritime law is held inapplicable, the Contract Documents shall
be governed by the laws of the State of Louisiana regardless of any
conflict of law provisions.
(Rec. Doc. 1-2, at 11 (emphasis added)). Defendant Siroco, LLC focuses
specifically on the word “held” in the provision and argues that this term
“requires a judicial determination—not merely a party’s allegation, belief or
description” concerning whether the general maritime law will govern disputes
arising under the contract. (Rec. Doc. 16, at 10). In other words, Defendant
maintains that the “parties chose the general maritime law to apply to their
contract from the outset,” (Rec. Doc. 16, at 8), and only after a court holds that
maritime law does not apply will venue be proper in the 17th Judicial District
Court.
Defendant points out that “’[n]o action of the parties can confer subject-matter
jurisdiction.’” (Rec. Doc. 16, at 6 (quoting Ins. Corp. of Ireland v. Compagnie des
Bauxites de Guinee, 456 U.S. 694, 702 (1982)). The Court agrees with Defendant’s
assertion in this regard, but the corollary of this proposition is also true: Parties are
not free to decide that general maritime law will govern a contract that is not
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maritime in nature. The choice-of-law provision clearly indicates that “the general
maritime laws of the United States” will govern the contract “to the maximum extent
permitted by law.”
Therefore, the second issue before the Court is whether the parties’ contract is
a maritime contract, or stated another way, whether the law will permit the general
maritime laws of the United States to govern the contract. The Fifth Circuit has held
that “[i]n determining whether a contract is maritime, the relevant inquiry is whether
the ‘principal objective of [the] contract is maritime commerce.’” Trend Intermodal
Chassis Leasing, L.L.C. v. Zariz Transp. Inc., No. 24-10105, 2024 WL 3423217, at *2
(5th Cir. July 16, 2024) (quoting Norfolk S. Ry. Co. v. Kirby, 543 U.S. 14, 25 (2004)).
Accordingly, to determine whether a contract is maritime in nature, courts in the
Fifth Circuit apply the two-part test developed in In re Larry Doiron, Inc. “To be
maritime, a contract (1) must be for services to facilitate activity on navigable waters
and (2) must provide, or the parties must expect, that a vessel will play a substantial
role in the completion of the contract.” Barrios v. Centaur, L.L.C., 942 F.3d 670, 680
(5th Cir. 2019) (citing In re Larry Doiron, Inc., 879 F.3d 568 (5th Cir. 2018)).
Here, Plaintiff Grand Isle Shipyard L.L.C. contends that the contract with
Defendant Siroco, LLC “is for computer services related to a computer system which
is entirely on land and lacking any sort of maritime nexus.” (Rec. Doc. 13-1, at 2).
Furthermore, Grand Isle asserts that the contract does not involve services to
facilitate activity on navigable waters, nor does a vessel play a role in the contract’s
completion. In its opposition to Plaintiff’s motion to remand, Defendant Siroco, LLC
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does not refute or deny these assertions or advance any arguments that the contract
is maritime in nature. While the Court acknowledges that there might be “close” cases
when determining whether a contract is maritime, this is not one of them. Therefore,
based on the contract the parties agreed to, the sole and exclusive venue for a dispute
arising under a non-maritime contract is the 17th Judicial District Court for
Lafourche Parish, State of Louisiana.
CONCLUSION
Accordingly,
IT IS HEREBY ORDERED that Plaintiff’s Motion to Remand (Rec. Doc.
13) is GRANTED. This case is REMANDED to the 17th Judicial District Court for
the Parish of Lafourche.
New Orleans, Louisiana, this 12th day of November, 2025.
____________________________________
CARL J. BARBIER
UNITED STATES DISTRICT JUDGE
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