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ALLISON OFFSHORE SERVICES II, LLC.
OF HARRIS COUNTY, TEXAS
OFFSHORE SPECIALTY FABRICATORS,
INC. AND FAIRWAY OFFSHORE 151st JUDICIAL DISTRICT
PLEA IN INTERVENTION, OR IN THE ALTERNATIVE,
MOTION TO SUBSTITUTE REAL PARTY IN INTEREST
Intervenor, Offshore Domestic Group, LLC (“ODG”), assignee in interest to Offshore
Specialty Fabricators, LLC (“OSF”), files this Plea in Intervention. In the alternative, Intervenor
respectfully makes this Motion to
PLEA IN INTERVENTION
PARTIES
Intervenor, ODG, is a Texas Limited Liability Company.
Plaintiff, JAB Energy Solutions II, LLC (“JAB”) is a Delaware limited liability
company with its principal place of business in
in this lawsuit and no furt
Plaintiff, Allison Offshore Services II, LLC (“Allison”) is a Louisiana limited
liability company with its principal place of business in Harris County, Texas. Allison has
already appeared in this lawsuit a
) is a Texas corporation
with its principal place of business in Harris County, Texas. Allison has already appeared in this
THE ORIGINAL LAWSUIT
On July 8, 2010, JAB and OSF entered into a Master Service Agreement (the
“Agreement”) wherein OSF agreed to provide offshore equipment, materials, and services to
JAB in exchange for compensation. The Agreem e issuance of a work
order, JAB hired OSF to provide the equipment, material, and necessary to complete the work
identified in the work order. In exchange, JAB agreed to pay OSF on the payment terms and at
the rates and prices set forth in the work order, within thirty (30) days from the date of the
Pursuant to the Agreement, OSF issued its bid proposal to JAB for the
decommissioning of certain offshore platforms in the Gulf of Mexico in 2015. JAB accepted the
bid proposal and issued Work Order 2015/2016 No. 1 (the “Work Order”). OSF subsequently
provided the equipment, materials, and services necessary to complete the work mandated by the
Work Order. However, on October 16, 2015, JAB informed OSF, without any prior notice that it
was terminating any further work being done by OSF on this project effective immediately. OSF
completed its demobilization from
OSF’s bid proposal required JAB to provide a minimum of five (5) days’ notice
prior to demobilizing a derrick barge spread, and if this minimum notice was not satisfied, OSF
would charge JAB for up to give (5) days of demobilization services. JAB accepted this proposal
when itissued the Work Order and agreed that OSF’s terms would exclusively govern to the
extent there was a conflict with the Agreement or the Work Order.
From July 8, 2015 through November 23, 2015, OSF issued invoices totaling
$7,626,665.29. To date, JAB has only paid $3,124,763.27 for the equipment, materials, and
services provided by these invoices. The remaining $4,501,902.02 remains due and owing by
On July 21, 2016, Plaintiffs filed suit against Defendants for breach of contract
and other claims, seeking monetary damages for funds owed under the Agreement between the
FACTS PERTAINING TO INTERVENTION
All of OSF’s right, title and interest in (1) the Master Service Agreement between
OSF and JAB and (2) the claims, rights and remedies of OSF and/or its affiliates in this action
styled above (“Transferred Rights”) have been assigned to ODG. Exhibit A (Assignment and
Transfer of Claim, dated December 5, 2018).
Under the Assignment and Transfer of Claim Agreement between OSF and ODG,
as a full owner of the Transferred Rights, ODG may prosecute, collect, settle, compromise and
RIGHT TO INTERVENTION
Texas Rule of Civil Procedure 60 provides that “[a]ny party may intervene by
filing a pleading subject to being stricken out by the court for sufficient cause on the motion of
any party.” The rule authorizes a party with a justiciable interest in a pending suit to intervene in
the suit as a matter of right. In re Union Carbide Corporation,
constitute a justiciable interest, “[t]he intervenor’s interest must be such that if the original action
had never been commenced, and he had first brought it as the sole plaintiff, he would have been
entitled to recover in his own name at least of a part of the relief sought” in the original suit…In
other words, a party may intervene if the intervenor could have ‘brought the [pending] action, or
any part thereof, in his own name.’”
“A party has a justiciable interest in a lawsuit, and thus a right to intervene, when
his interests will be affected by the litigation.” Jabri v. Alsayyed, 145 S.W.3d 660, 672 (Tex.
App. – Houston [14th Dist.] 2004, no pet.). “The interest asserted by the intervenor may be legal
or equitable.” Guar. Fed. Sav. Bank v. Horseshoe Operating Co., 793 S.W.2d 652, 657 (Tex.
As set established by the facts above as well as the claims set forth in the section
below, but for this action, Intervenor would have originally brought its claims to seek relief. In
addition, Intervenor’s interests will be vastly affected by this litigation. Therefore, intervention is
CAUSE OF ACTION
Intervenor re-alleges the foregoing paragraphs and incorporates the same herein
by reference as if it were fully set out here verbatim.
JAB and OSF entered into contracts wherein OSF agreed to provide offshore
equipment, materials, and services to JAB in exchange for payment within thirty (30) days of the
relative invoice for the equipment, materials, and services provided. In conjunction with these
contracts, OSF provided to JAB equipment, materials, and services. However, JAB refused to
pay the total amounts owed. As a result, JAB breached itscontracts with OSF, which caused
OSF to suffer actual damages, pre- and post-judgment
Intervenor has been assigned the right to collect the proceeds for work performed
under the Agreement between JAB and OSF. To date, the work has been performed; however,
the invoices have not been paid. As such, non-payment is a material breach of the Agreement to
which Intervenor has a justiciable interest.
Count 2 - Quantum Meruit
Intervenor re-alleges the foregoing paragraphs and incorporates the same herein
by reference as if it were fully set out here verbatim.
In the alternative, Intervenor brings this action to recover in quantum meruit. OSF
provided valuable materials and services to JAB. JAB knowingly and willingly accepted and
used these materials and services, and they were beneficial to JAB. JAB had reasonable notice
that OSF expected compensation for these materials and services. However, JAB refuses to pay
for these materials and services provided by OSF. As a result, OSF has suffered actual damages,
pre and post- judgment interest, attorn
As such, Intervenor has a justiciable interest in the total amount that remains
ATTORNEYS’ FEES
Intervenor was forced to retain the undersigned attorneys to pursue these causes
of action. Therefore, under TEX. CIV. PRAC. & REM. CODE §38.001 and the parties’
agreements, Intervenor has the right to recover all of its reasonable and necessary trial and
appellate attorneys’ fees.
CONDITIONS PRECEDENT
All conditions precedent to Intervenor’s claims for relief have been performed or
MOTION FOR SUBSTITUTION OF REAL PARTY IN INTEREST
OSF was named as a defendant in this action. All of OSF’s right, title and interest
in (1) the Master Service Agreement between OSF and JAB and (2) the claims, rights and
remedies of OSF and/or its affiliates in this action styled above have been assigned to ODG. See
Under the Assignment and Transfer of Claim Agreement between OSF and ODG,
as a full owner of the Transferred Rights, ODG may prosecute, collect, settle, compromise and
Therefore, ODG is the successor in interest of OSF and is the real party in
interest.
For the foregoing reasons, ODG respectfully requests that the Court enter an order
(i) substituting Offshore Domestic Group, LLC as the real party in interest in the place of
Offshore Specialty Fabricators, LLC.; and (ii) directing the Clerk of the Court to amend the
docket to reflect the substitution.
PRAYER FOR RELIEF
Intervenor requests that the parties take notice of the filing of this Plea in Intervention, or
in the alternative, Motion to Substitute Real Party in Interest, all of which who have appeared
with respective counsel, and upon final hearing, judgment be entered that Plaintiffs take nothing
from Intervenor and that Plaintiffs’ claims against OSF be dismissed. Intervenor further prays
that the Court enter judgment against JAB Energy Solutions, II LLC for Intervenor’s actual
damages, pre-judgment interest, post-judgment interest, costs, and attorneys’ fees and grant
lief to which it is entitled.
Respectfully submitted,
HAMBERLAIN RDLICKA
ILLIAMS
/s/ C. Larry Carbo, III
1200 Smith Street, Suite 1400
larry.carbo@chamberlainlaw.com
TTORNEY FOR NTERVENOR FFSHORE OMESTIC
ROUP
CERTIFICATE OF CONFERENCE
Counsel for Defendants attempted
of the motions, we had not yet received a response regarding whether they were opposed so it is
submitted to the Court for its consideration.
/s/ C. Larry Carbo, III
C. Larry Carbo, III
CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing instrument has been served
via hand delivery, electronic submission, facsimile, U.S. Mail, and/or certified mail, return
receipt requested, on this the 7 day of August, 2020, to the following:
ross@snowspencelaw.com
/s/ C. Larry Carbo, III
C. Larry Carbo, III
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ALLISON OFFSHORE SERVICES II, LLC. OF HARRIS COUNTY, TEXAS OFFSHORE SPECIALTY FABRICATORS, INC. AND FAIRWAY OFFSHORE 151st JUDICIAL DISTRICT PLEA IN INTERVENTION, OR IN THE ALTERNATIVE, MOTION TO SUBSTITUTE REAL PARTY IN INTEREST Intervenor, Offshore Domestic Group, LLC (“ODG”), assignee in interest to Offshore Specialty Fabricators, LLC (“OSF”), files this Plea in Intervention. In the alternative, Intervenor respectfully makes this Motion to PLEA IN INTERVENTION PARTIES Intervenor, ODG, is a Texas Limited Liability Company. Plaintiff, JAB Energy Solutions II, LLC (“JAB”) is a Delaware limited liability company with its principal place of business in in this lawsuit and no furt Plaintiff, Allison Offshore Services II, LLC (“Allison”) is a Louisiana limited liability company with its principal place of business in Harris County, Texas. Allison has already appeared in this lawsuit a ) is a Texas corporation with its principal place of business in Harris County, Texas. Allison has already appeared in this THE ORIGINAL LAWSUIT On July 8, 2010, JAB and OSF entered into a Master Service Agreement (the “Agreement”) wherein OSF agreed to provide offshore equipment, materials, and services to JAB in exchange for compensation. The Agreem e issuance of a work order, JAB hired OSF to provide the equipment, material, and necessary to complete the work identified in the work order. In exchange, JAB agreed to pay OSF on the payment terms and at the rates and prices set forth in the work order, within thirty (30) days from the date of the Pursuant to the Agreement, OSF issued its bid proposal to JAB for the decommissioning of certain offshore platforms in the Gulf of Mexico in 2015. JAB accepted the bid proposal and issued Work Order 2015/2016 No. 1 (the “Work Order”). OSF subsequently provided the equipment, materials, and services necessary to complete the work mandated by the Work Order. However, on October 16, 2015, JAB informed OSF, without any prior notice that it was terminating any further work being done by OSF on this project effective immediately. OSF completed its demobilization from OSF’s bid proposal required JAB to provide a minimum of five (5) days’ notice prior to demobilizing a derrick barge spread, and if this minimum notice was not satisfied, OSF would charge JAB for up to give (5) days of demobilization services. JAB accepted this proposal when itissued the Work Order and agreed that OSF’s terms would exclusively govern to the extent there was a conflict with the Agreement or the Work Order. From July 8, 2015 through November 23, 2015, OSF issued invoices totaling $7,626,665.29. To date, JAB has only paid $3,124,763.27 for the equipment, materials, and services provided by these invoices. The remaining $4,501,902.02 remains due and owing by On July 21, 2016, Plaintiffs filed suit against Defendants for breach of contract and other claims, seeking monetary damages for funds owed under the Agreement between the FACTS PERTAINING TO INTERVENTION All of OSF’s right, title and interest in (1) the Master Service Agreement between OSF and JAB and (2) the claims, rights and remedies of OSF and/or its affiliates in this action styled above (“Transferred Rights”) have been assigned to ODG. Exhibit A (Assignment and Transfer of Claim, dated December 5, 2018). Under the Assignment and Transfer of Claim Agreement between OSF and ODG, as a full owner of the Transferred Rights, ODG may prosecute, collect, settle, compromise and RIGHT TO INTERVENTION Texas Rule of Civil Procedure 60 provides that “[a]ny party may intervene by filing a pleading subject to being stricken out by the court for sufficient cause on the motion of any party.” The rule authorizes a party with a justiciable interest in a pending suit to intervene in the suit as a matter of right. In re Union Carbide Corporation, constitute a justiciable interest, “[t]he intervenor’s interest must be such that if the original action had never been commenced, and he had first brought it as the sole plaintiff, he would have been entitled to recover in his own name at least of a part of the relief sought” in the original suit…In other words, a party may intervene if the intervenor could have ‘brought the [pending] action, or any part thereof, in his own name.’” “A party has a justiciable interest in a lawsuit, and thus a right to intervene, when his interests will be affected by the litigation.” Jabri v. Alsayyed, 145 S.W.3d 660, 672 (Tex. App. – Houston [14th Dist.] 2004, no pet.). “The interest asserted by the intervenor may be legal or equitable.” Guar. Fed. Sav. Bank v. Horseshoe Operating Co., 793 S.W.2d 652, 657 (Tex. As set established by the facts above as well as the claims set forth in the section below, but for this action, Intervenor would have originally brought its claims to seek relief. In addition, Intervenor’s interests will be vastly affected by this litigation. Therefore, intervention is CAUSE OF ACTION Intervenor re-alleges the foregoing paragraphs and incorporates the same herein by reference as if it were fully set out here verbatim. JAB and OSF entered into contracts wherein OSF agreed to provide offshore equipment, materials, and services to JAB in exchange for payment within thirty (30) days of the relative invoice for the equipment, materials, and services provided. In conjunction with these contracts, OSF provided to JAB equipment, materials, and services. However, JAB refused to pay the total amounts owed. As a result, JAB breached itscontracts with OSF, which caused OSF to suffer actual damages, pre- and post-judgment Intervenor has been assigned the right to collect the proceeds for work performed under the Agreement between JAB and OSF. To date, the work has been performed; however, the invoices have not been paid. As such, non-payment is a material breach of the Agreement to which Intervenor has a justiciable interest. Count 2 - Quantum Meruit Intervenor re-alleges the foregoing paragraphs and incorporates the same herein by reference as if it were fully set out here verbatim. In the alternative, Intervenor brings this action to recover in quantum meruit. OSF provided valuable materials and services to JAB. JAB knowingly and willingly accepted and used these materials and services, and they were beneficial to JAB. JAB had reasonable notice that OSF expected compensation for these materials and services. However, JAB refuses to pay for these materials and services provided by OSF. As a result, OSF has suffered actual damages, pre and post- judgment interest, attorn As such, Intervenor has a justiciable interest in the total amount that remains ATTORNEYS’ FEES Intervenor was forced to retain the undersigned attorneys to pursue these causes of action. Therefore, under TEX. CIV. PRAC. & REM. CODE §38.001 and the parties’ agreements, Intervenor has the right to recover all of its reasonable and necessary trial and appellate attorneys’ fees. CONDITIONS PRECEDENT All conditions precedent to Intervenor’s claims for relief have been performed or MOTION FOR SUBSTITUTION OF REAL PARTY IN INTEREST OSF was named as a defendant in this action. All of OSF’s right, title and interest in (1) the Master Service Agreement between OSF and JAB and (2) the claims, rights and remedies of OSF and/or its affiliates in this action styled above have been assigned to ODG. See Under the Assignment and Transfer of Claim Agreement between OSF and ODG, as a full owner of the Transferred Rights, ODG may prosecute, collect, settle, compromise and Therefore, ODG is the successor in interest of OSF and is the real party in interest. For the foregoing reasons, ODG respectfully requests that the Court enter an order (i) substituting Offshore Domestic Group, LLC as the real party in interest in the place of Offshore Specialty Fabricators, LLC.; and (ii) directing the Clerk of the Court to amend the docket to reflect the substitution. PRAYER FOR RELIEF Intervenor requests that the parties take notice of the filing of this Plea in Intervention, or in the alternative, Motion to Substitute Real Party in Interest, all of which who have appeared with respective counsel, and upon final hearing, judgment be entered that Plaintiffs take nothing from Intervenor and that Plaintiffs’ claims against OSF be dismissed. Intervenor further prays that the Court enter judgment against JAB Energy Solutions, II LLC for Intervenor’s actual damages, pre-judgment interest, post-judgment interest, costs, and attorneys’ fees and grant lief to which it is entitled. Respectfully submitted, HAMBERLAIN RDLICKA ILLIAMS /s/ C. Larry Carbo, III 1200 Smith Street, Suite 1400 larry.carbo@chamberlainlaw.com TTORNEY FOR NTERVENOR FFSHORE OMESTIC ROUP CERTIFICATE OF CONFERENCE Counsel for Defendants attempted of the motions, we had not yet received a response regarding whether they were opposed so it is submitted to the Court for its consideration. /s/ C. Larry Carbo, III C. Larry Carbo, III CERTIFICATE OF SERVICE I hereby certify that a true and correct copy of the foregoing instrument has been served via hand delivery, electronic submission, facsimile, U.S. Mail, and/or certified mail, return receipt requested, on this the 7 day of August, 2020, to the following: ross@snowspencelaw.com /s/ C. Larry Carbo, III C. Larry Carbo, III