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TELESERVICES JAMAICA, LTD. v. WEST TELEMARKETING CORP.

October 5, 2005.

TELESERVICES JAMAICA, LTD., Plaintiff,
v.
WEST TELEMARKETING CORPORATION OUTBOUND, et ano., Defendant.



The opinion of the court was delivered by: LEWIS KAPLAN, District Judge

MEMORANDUM OPINION

This is a diversity action brought on behalf of Teleservices Jamaica, Ltd. ("TJL") against West Telemarketing Corporation Outbound ("West") and West Corporation for allegedly orchestrating a scheme to defraud TJL of its assets. With a few exceptions, the assets of TJL have been in receivership since June 2003 pursuant to the terms of a debenture held by National Investment Bank of Jamaica ("NIBJ"). Defendants move to dismiss on the ground that, under Jamaican law, the persons who brought this action lacked standing to do so because the receiver did not consent to or authorize it.*fn1

  Background

  A. The Parties

  TJL is a Jamaican company founded in December 2000 for the purpose of providing outsourced telecommunications services from Jamaican facilities to large corporate clients.*fn2 These services include operating call centers to make telephone solicitations on behalf of clients.*fn3 West, which is a wholly owned subsidiary of West Corporation, provides similar services.*fn4 Both defendants are Delaware corporations with their principal places of business in Nebraska.*fn5 B. West's Alleged Scheme To Obtain Control Over TJL

  In May 2002, TJL and West entered into an agreement pursuant to which TJL would provide telemarketing services to West's clients through TJL's call centers in Jamaica.*fn6 The agreement, which embodied an initial five-year term, required West to provide TJL, on a monthly basis, with an estimate of the projected call volume to be handled by TJL in the upcoming month.*fn7

  According to the complaint, West's agreement was part of an elaborate scheme to obtain control of TJL.*fn8 In order to carry out its scheme, West allegedly made TJL "beholden" to it by, among other things, requiring TJL to sever its relationships with existing clients, make costly changes to infrastructure, and incur unnecessary expenses in hiring and training additional staff.*fn9 It purportedly induced TJL to do so by promising to send it large call volumes that it ultimately failed to deliver.*fn10 Its failure "to live up to its promises vis a vis the workload grossly and negatively impacted TJL's cash flow problems."*fn11

  As a final blow, West allegedly sabotaged negotiations between Infotel, a subsidiary of Verizon, and TJL for the purchase of TJL.*fn12 The complaint asserts that, around May 2003, West disclosed the negotiations to AT&T, which was a major client of TJL and a competitor of Verizon.*fn13 In response, AT&T allegedly cancelled TJL's services.*fn14 This, the complaint asserts, "effectively ended TJL's ability to continue operations."*fn15

  C. The Appointment of a Receiver

  TJL had financed the construction of its call centers with approximately $7.2 million from shareholders and $6.4 million in loans from NIBJ, which received a debenture as security.*fn16 In June 2003, after the Infotel deal fell part, NIBJ appointed a receiver for the assets of TJL that were charged in the debenture.*fn17

  On September 9, 2003, TJL, acting through the receiver and NIBJ, sold all of its assets, with a few exceptions, to West.*fn18 D. This Action

  The complaint asserts breach of contract, breach of fiduciary duty, fraud, and other state law claims against West and West Corporation for West's alleged failure to send projected call volumes, its disclosure of the Infotel negotiations, and other conduct.

  ...


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