T&T Salvage Asia PTE Ltd v. Mariflex Group BV et al

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF TEXAS
HOUSTON DIVISION
T & T SALVAGE ASIA PTE LTD, §
Plaintiff, §
§
v. § CIVIL ACTION NO. 4:25-CV-03591
§
COHOLD B.V. AND MARIFLEX §
GROUP B.V., ET AL., §
Defendants. §
MEMORANDUM AND RECOMMENDATION
This case in which Plaintiff asserts that Defendants breached the non-
competition provision in a purchase and sale agreement is before the Court on
Defendants’ 12(b) Motion to Dismiss Plaintiff’s First Amended Complaint (ECF 4)
and Plaintiff’s Opposed Motion to Remand (ECF 15). The Court recommends the
Motion to Remand for lack of subject matter jurisdiction be granted and thus does
not address the Motion to Dismiss.1
I. Factual and Procedural Background
As of January 1, 2014, Defendant CoHold B.V. (CoHold) owned 100% of a
company called Mariflex Asia Pte, Ltd. (Mariflex Asia). ECF 1-1 at 141. On May
27, 2014, Cohold and Plaintiff T &T executed a Purchase and Sale Agreement (PSA)
1 The District Judge referred this case to the undersigned Magistrate Judge pursuant to 28 U.S.C.
§ 636(b)(1)(A) and (B), the Cost and Delay Reduction Plan under the Civil Justice Reform Act,
and Federal Rule of Civil Procedure 72. ECF 19.
United States District Court
Southern District of Texas
ENTERED
January 20, 2026
Nathan Ochsner, Clerk
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 1 of 9

2
pursuant to which T&T bought all of CoHold’s interests in Mariflex Asia, including
good will and intellectual property, effective January 1, 2014. Id. The PSA includes
a Non-Competition Clause prohibiting CoHold from competing with Mariflex Asia
(designated the “Company” in the PSA) for 10-years. Id. The PSA also provides
that CoHold “shall cause each of its Affiliates . . . not to . . . engage in any business
that competes with the Company in the field of the Business, for their own account
or for any other Person, throughout Asia . . ..” Id. After the purchase, Mariflex Asia
changed its name to Pro Liquid Pte Ltd. (Pro Liquid). Id. at 145.
Plaintiff discovered in 2016 that CoHold and/or its affiliates were breaching
the PSA by competing with Pro Liquid in Asia. Id. at 146-47. Plaintiff filed suit
against CoHold in state court in Galveston County, Texas. Id. Plaintiff and CoHold
negotiated a settlement of the Galveston case which included the following
amendment to the non-competition clause of the PSA:
4.10 Non-Competition.
(a) Seller shall not and shall cause each of its Affiliates not to (a) conduct
any business in Asia with the exception of nonemergency STS in
Malaysia until January 1, 2024. (After January 1, 2024, Seller and its
Affiliates can conduct sales of equipment in Asia.) and (b) not to
conduct any other additional business in Asia, with the exception
of nonemergency STS in Malaysia and sales, until January 1, 2026;
. . .
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 2 of 9

3
Id. at 148(emphasis in original). The settlement agreement resulted in an Agreed
Judgment and Agreed Permanent Injunction which was entered by the Galveston
court on September 20, 2018. Id. at 149.
Beginning in 2021, CoHold reorganized its business by creating a holding
company, Mariflex Group B.V., to serve as the sole shareholder of: Mariflex
Netherlands Group; Mariflex Pump Services; Mariflex Engineering; Mariflex
Equipment; and Mariflex Transfer Services (collectively the “Netherlands Mariflex
Group”). Id. In 2022, CoHold sold the Netherlands Mariflex Group and its U.S.
Mariflex Group to Vivar Maritime Services B.V. Id. at 149-50. In 2024, Plaintiff
discovered that members of the Netherlands Mariflex Group were competing against
Pro Liquid in Asia. Id. at 150. As a result, Plaintiff filed an Original Petition in
state court in Harris County, Texas on April 2, 2025, asserting breach of contract
and seeking damages and equitable relief from Cohold B.V. (CoHold) and Mariflex
Group B.V., Mariflex Engineering B.V., Mariflex Equipment B.V., Mariflex Group
Netherlands B.V., Mariflex Pump Services B.V., and Mariflex Transfer Services,
B.V. (collectively “Mariflex Defendants”). ECF 1-1 at 4.
Plaintiff alleges in the First Amended Petition that:
• Plaintiff, T & T Salvage Asia Pte Ltd. (T & T) is organized under the laws of
Singapore with its principal place of business in Singapore;
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 3 of 9

4
• Defendant CoHold is organized under the laws of The Netherlands with its
principal place of business in The Netherlands;
• All Mariflex Defendants are organized under the laws of The Netherlands
with their principal places of business in The Netherlands.
ECF 1-1 at 138-140. Defendants timely removed the action to federal court based
on diversity subject matter jurisdiction. ECF 1. In Response to Plaintiff’s Motion
to Remand, Defendants argue that Plaintiff might be a citizen of Texas for diversity
purposes and seek leave to conduct jurisdictional discovery. ECF 12.
II. Order of Consideration
Defendants argue that the Court should consider, and grant, its Motion to
Dismiss based on lack of personal jurisdiction before considering Plaintiff’s Motion
to Remand. ECF 19 at 2. In general, “a federal court . . . may not rule on the merits
of a case without first determining that it has jurisdiction over the category of claim
in suit (subject-matter jurisdiction) and the parties (personal jurisdiction).”
Sinochem Int'l Co. v. Malaysia Int'l Shipping Corp., 549 U.S. 422, 430–31 (2007)
(emphasis added). However, a district court “may dispose of an action by a forum
non conveniens dismissal, bypassing questions of subject-matter and personal
jurisdiction, when considerations of convenience, fairness, and judicial economy so
warrant.” Id. at 432. The Fifth Circuit recognizes that district courts may choose
the least burdensome of multiple threshold grounds for dismissal. Env't
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 4 of 9

5
Conservation Org. v. City of Dallas, 529 F.3d 519, 525 (5th Cir. 2008) (citing
Sinochem, 549 U.S. at 432); Sangha v. Navig8 ShipManagement Priv. Ltd., 882 F.3d
96, 100 (5th Cir. 2018) (finding district court did not abuse its discretion by deciding
personal jurisdiction and forum non conveniens before subject matter jurisdiction).
Defendants argue Plaintiff’s Motion to Remand is more complicated and
burdensome than Defendants’ Motion to Dismiss because it requires complex and
novel interpretation of the law of Singapore. See ECF 19. The Court is not
persuaded and therefore first addresses Plaintiff’s Motion to Remand, which calls
into question this Court’s subject matter jurisdiction.
III. Legal Standards
Federal jurisdiction is limited. Howery v. Allstate Ins. Co., 243 F.3d 912, 916
(5th Cir. 2001) (citations omitted). A defendant may remove a civil action from state
court only if the federal court would have original jurisdiction if the action had been
filed in federal court. 28 U.S.C. § 1441(a). A civil case may be removed to federal
court based on diversity subject matter jurisdiction where (1) the amount in
controversy exceeds $75,000, and (2) the controversy is between citizens of different
states, meaning the citizenship of all persons on one side of the controversy differs
from that of all persons on the other side. 28 U.S.C. § 1332(a)(1); Bynane v. Bank
of N.Y. Mellon for CWMBS, Inc. Asset-Backed Certificates Series 2006-24, 866 F.3d
351, 355-56 (5th Cir. 2017) (citations omitted). Under 28 U.S.C. § 1332(a)(3),
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 5 of 9

6
federals courts have diversity jurisdiction over cases between “citizens of different
States ... in which citizens or subjects of a foreign state are additional parties ....”
Under this provision, “federal courts do not have diversity jurisdiction over cases
where there are foreign entities on both sides of the action, without the presence of
citizens of a state on both sides.” Hil-Tech, LLC v. Shree Mahalaxmi Indus., No.
4:22-CV-02310, 2023 WL 4602738, at *3 (S.D. Tex. July 3, 2023) (citations
omitted), report and recommendation adopted, No. 4:22-CV-02310, 2023 WL
4602691 (S.D. Tex. July 18, 2023).
A corporation is “a citizen of every State and foreign state by which it has
been incorporated and of the State or foreign state where it has its principal place of
business.” 28 U.S.C. § 1332(c)(1). In contrast, “the citizenship of a[n] LLC is
determined by the citizenship of all of its members.” Harvey v. Grey Wolf Drilling
Co., 542 F.3d 1077, 1080 (5th Cir. 2008). To establish diversity jurisdiction where
one party is an LLC, the party asserting jurisdiction “must specifically allege the
citizenship of every member of every LLC.” MidCap Media Fin., L.L.C. v. Pathway
Data, Inc., 929 F.3d 310, 314 (5th Cir. 2019) (citing Settlement Funding, L.L.C. v.
Rapid Settlements, Ltd., 851 F.3d 530, 536 (5th Cir. 2017)).
When a case is removed based on diversity jurisdiction, “operative facts and
pleadings are evaluated at the time of removal.” In re Deepwater Horizon, 745 F.3d
157, 162 (5th Cir. 2014). The removing party bears the burden of establishing the
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 6 of 9

7
existence of federal jurisdiction. See Manguno v. Prudential Prop. & Cas. Ins. Co.,
276 F.3d 720, 723 (5th Cir. 2002) (citations omitted). “[D]oubts regarding whether
removal jurisdiction is proper should be resolved against federal jurisdiction.”
Acuna v. Brown & Root Inc., 200 F.3d 335, 339 (5th Cir. 2000); Manguno, 276 F.3d
at 723.
IV. Analysis
In the Notice of Removal, Defendants affirmatively assert that Plaintiff is a
citizen of Singapore for diversity purposes and all Defendants are citizens of The
Netherlands. ECF 1. Defendants apparently believed at the time of removal that
complete diversity exists under 28 U.S.C. § 1332 when foreign entities are on both
sides of the litigation. Recognizing their error, Defendants now contend that
determining Plaintiff’s citizenship is a matter of complex foreign law and that
Plaintiff should be considered a citizen of Texas because it is owned by members of
the Teichman family of Galveston, Texas. ECF 19.
Defendants have failed to meet their burden to establish complete diversity of
citizenship between the parties. At best, they have raised the specter of possible
diversity. However, the court resolves all doubts about federal jurisdiction in favor
of remand.
Plaintiff is a Pte Ltd. organized under the laws of Singapore with its principal
place of business in Singapore. ECF 1-4 at 138. A “Pte Ltd.” is a type of private
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 7 of 9

8
company in Singapore, authorized by Chapter 18 of The Companies Act of 1967,2
owned by a limited number of shareholders. Plaintiff is not a Limited Liability
Company (LLC). Defendants concede they “have been unable to locate a single
case” holding that the citizenship of a Pte. Ltd. is based on the citizenship of its
shareholders. See ECF 19 at 10.
The Fifth Circuit has held, even as to foreign LLCs, that citizenship is
determined based on the entities status as a “juridical person” pursuant to the law
under which it was created. Avialae S De RL DE CV v. Cummins, Inc., No. 23-
50376, 2024 WL 1461947, at *1 n.1 (5th Cir. Apr. 4, 2024) (citing Stiftung v. Plains
Mktg., LP, 603 F.3d 295, 298–99 (5th Cir. 2010)). A “juridical person” is a legally
separate entity that that “can own property, make contracts, transact business, and
litigate in its own name.” Id. Plaintiff is a juridical person. Indeed, this case
revolves around a Purchase and Sale Agreement and a Settlement Agreement
entered into by Plaintiff in its own name. In Prytania Media LLC v. NetEase, Inc.,
No. CV 25-0464, 2025 WL 2624357, at *4 (E.D. La. Sept. 11, 2025), the district
court concluded that defendant “NetEase Interactive Entertainment Pte. Ltd. is stated
to be a Singapore private limited company with its principal place of business in
Singapore,” and therefore was a foreign citizen for purpose of diversity. The Court
2 See Singapore Statutes Online, https://sso.agc.gov.sg/Act/CoA1967?ProvIds=P13-#pr18- (last
visited January 19, 2026).
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 8 of 9

9
comes to the same conclusion here—T & T Salvage Asia Pte. Ltd. is a foreign
citizen. Therefore, no diversity jurisdiction exists in this case.
V. Conclusion and Recommendation
Defendants have not met their burden to establish complete diversity between
the parties and therefore the Court RECOMMENDS that Plaintiff’s Opposed Motion
to Remand (ECF 15) be GRANTED.
The Clerk of the Court shall send copies of the memorandum and
recommendation to the respective parties, who will then have fourteen days to file
written objections, pursuant to 28 U.S.C. § 636(b)(1)(C). Failure to file written
objections within the time period provided will bar an aggrieved party from attacking
the factual findings and legal conclusions on appeal. Douglass v. United Servs. Auto.
Ass’n, 79 F.3d 1415, 1428-29 (5th Cir. 1996) (en banc), superseded by statute on
other grounds.
Christina A. Bryan
United States Magistrate Judge
Signed on January 19, 2026, at Houston, Texas.
Case 4:25-cv-03591 Document 26 Filed 01/20/26 in TXSD Page 9 of 9