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GE Mobile Water v. Red Desert Reclamation, LLC

United States District Court, District of New Hampshire

March 10, 2014

GE Mobile Water, Inc.
v.
Red Desert Reclamation, LLC, et al.

Danielle Andrews Long, Esq.

Scott H. Harris, Esq.

MEMORANDUM AND ORDER

Paul Barbadoro United States District Judge

In February 2012, GE Mobile Water, Inc. entered into a contract with Red Desert Reclamation, LLC to lease water treatment equipment for use at Red Desert’s Wyoming facility. After Red Desert failed to make payments required under the contract, GE Mobile sued it and two affiliated entities, Clean Runner, LLC and Cate Street Capital, Inc.

Red Desert has moved to dismiss the complaint for lack of personal jurisdiction.

I. BACKGROUND[1]

Red Desert is a Wyoming limited liability company. In 2012, it operated a facility in Rawlins, Wyoming for recycling water used in the hydraulic fracturing of natural gas reserves.

Red Desert used water treatment technology for its Wyoming facility developed by Clean Runner, a Delaware limited liability company. Red Desert and Clean Runner are managed by Cate Street, a Delaware corporation with an office in Portsmouth, New Hampshire. Cate Street planned to use the Wyoming facility as a platform to showcase Clean Runner’s technology, with the goal of operating similar hydraulic fracturing water treatment facilities throughout the country. Doc. Nos. 18-2, 18-4, 18-5, 18-6.

Beginning in September 2011, Steven Fischer, a GE Mobile employee, began working with Judson J. Cleveland on a proposed contract to lease water processing and treatment equipment for use at the Red Desert facility. At the time, Cleveland was a Managing Director of Cate Street, Chief Operating Officer of Red Desert, and President of Clean Runner. Barry Glichenhaus and Samuel Olson of Cate Street were also involved in negotiating and finalizing the contract. When Fischer contacted his counterparts regarding the contract, he did so either at offices they maintained in their homes or at Cate Street’s Portsmouth, New Hampshire office.

Negotiations culminated in a Proposal from GE Mobile and a $3.264 million Purchase Order from Red Desert. The Purchase Order states that it was submitted by “Red Desert Reclamation, LLC, One Cate Street, Suite 100, Portsmouth, NH 03801 USA.” The “ship to” section of the Purchase Order lists the same address. Cleveland signed the Purchase Order on behalf of Red Desert on February 28, 2012. Under his signature, Cleveland wrote, “President, Clean Runner.” The following day, a representative of GE Mobile accepted the Purchase Order by signing it and the Proposal.

GE Mobile delivered equipment to the Wyoming facility in April 2012 and subsequently sent several invoices to Red Desert at the Portsmouth, New Hampshire address. In August 2012, Cleveland emailed Fischer a proposal to address Red Desert’s failure to make any of the payments required under the contract. Cleveland’s email identified him as “Judson C. Cleveland/President/CEO/Clean Runner, Inc., One Cate Street, Portsmouth, NH 03801-7108.” Approximately one week later, GE Mobile received a check from Red Desert for $20,000. The check was drawn on an account that listed the account holder as “Red Desert Reclamation, LLC/1 Cate Street, Suite 100, Portsmouth, NH 03801.”

GE Mobile received no further payments, and the parties ultimately agreed to close the Wyoming facility. After giving notice, GE Mobile removed its equipment and technicians from the site in early October 2012.

On February 27, 2013, GE Mobile received a letter from Clean Runner on Red Desert letterhead. The letter listed Red Desert’s address as One Cate Street, Portsmouth, New Hampshire, and stated that both Clean Runner and Red Desert were beginning the process of winding down operations. Doc. No. 18-11. The letter offered Clean Runner’s and Red ...


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