Argued and Submitted, Pasadena, California, February
Appeal from the United States District Court for the Central District of California. D.C. No. 8:09-cv-00561 JAK-RNB. John A. Kronstadt, District Judge, Presiding.
The panel affirmed the district court's dismissal of Bjorn Paulsson's counterclaim seeking damages for breach of fiduciary duties owed by directors of an Alberta company under § 242 of the Alberta Business Corporations Act.
The panel held that the district court had jurisdiction to entertain the controversy, but Paulsson's counterclaim arising under the Alberta Act did not raise a cause of action for which the district court could grant relief. The panel concluded that the district court should have dismissed Paulsson's counterclaim under Fed.R.Civ.P. 12(b)(6) for failure to state a cause of action rather than under Fed.R.Civ.P. 12(b)(1) for lack of jurisdiction. The panel noted that there was no occasion to remand to provide Paulsson an opportunity to amend his pleadings because he could not possibly win relief in the district court where the right created by § 242 of the Alberta Act can only be enforced in the designated tribunal -- the Queens Bench of Alberta.
John M. Whelan (argued), and Lawrence J. Hilton, O'Neil LLP, Irvine, California, for Defendant-Counterclaimant-Appellant.
Joe Sibley (argued), and Kiwi Alejandro Danao Camara, Camara & Sibley LLP, Houston, Texas, for Third-Party Defendants-Appellees.
Before: David Bryan Sentelle,[*] Morgan Christen, and Andrew D. Hurwitz, Circuit Judges. Opinion by Judge Sentelle.
SENTELLE, Senior Circuit Judge:
Bjö rn Paulsson appeals from the dismissal of his counterclaim seeking damages under § 242 of the Alberta Business Corporations Act for breach of fiduciary duties owed by directors of an Alberta company. The district court dismissed Paulsson's claim under Federal Rule of Civil Procedure 12(b)(1), concluding it did not have subject matter jurisdiction to issue a remedy because the Alberta Act vested exclusive jurisdiction in the Court of the Queen's Bench of Alberta. Paulsson argues that the Act's exclusive jurisdiction provision did not deprive the federal district court of subject matter jurisdiction, and asks this Court to vacate the dismissal. For the reasons set forth below, we ...