International Environmental Management v. United Corporate Services, No. 16-2095 (8th Cir. 2017)
Annotate this CaseAlthough IEM changed registered agents, hiring CT and terminating UCS, a change of registered agent form was not filed with the Secretary of State. A default judgment was subsequently entered against IEM after a process server delivered a summons and petition against IEM to UCS as a registered agent. IEM then filed suit against UCS and CT. The district court granted UCS's motion to dismiss and denied CT's motion to dismiss. The Eighth Circuit held that the complaint stated a plausible claim for breach of a fiduciary duty. Because UCS's status as IEM's statutory registered agent had not been revoked when UCS accepted the summons and petitions, UCS was still subject to this limited fiduciary duty. Therefore, the court reversed as to the breach of fiduciary duty claim, but affirmed in all other respects.
Court Description: Loken, Author, with Beam and Benton, Circuit Judges] Civil Case - diversity. International Environmental Management terminated its contract with United Corporate Services, Inc. to provide registered agent services in Missouri. IEM later contracted with CT to serve as its new registered agent, but no change of registered agent form was filed with the Missouri Secretary of State. After a default judgment was entered against IEM for a lawsuit served on UCS for IEM and mailed to an old address, IEM sued UCS for breach of fiduciary duty and other causes of action. The district court's dismissal of the action against UCS on the ground that UCS's contractual and fiduciary duties ceased when IEM terminated USC as its agent is reversed on the breach of fiduciary duty claim, as the statutory duty as a registered agent did not terminate because the statutory agency was not revoked in accordance with the Missouri statute. The breach of contract and negligence claims have been waived. The district ocurt did not abused its discretion in dismissing the bailment and conversion claims, raised for the first time in its reply brief to a motion for reconsideration.
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