Innospec Ltd. v. Ethyl Corporation, No. 3:2014cv00158 - Document 17 (E.D. Va. 2014)

Court Description: MEMORANDUM OPINION (signed by District Judge John A. Gibney, Jr. on 7/29/2014) (rpiz)

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IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF VIRGINIA Richmond Division INNOSPEC LTD., Plaintiff, v. Civil Action No. 3:14cvl58-JAG ETHYL CORPORATION, Defendant. MEMORANDUM OPINION This matter comes before the court on the defendant's Motion to Dismiss for Lack of Jurisdiction, pursuant to Fed. R. Civ. P. 12(b)(1). (Dk. No. 11.) Innospec, Ltd., seeks a declaratory judgment stating that it has the right to terminate its requirements contract with Ethyl Corporation on the basis of changed, previously unforeseeable economic conditions. Because the complaint demonstrates a substantial and immediate legal dispute, the Court exercises its discretion to hear the matter, and DENIES the motion to dismiss. I. Material Facts Innospec, a fuel additive manufacturer, entered a contract in 1998 to supply Ethyl tetraethyl lead ("TEL"), a lead-based fuel additive. The contract requires Innospec to sell TEL to Ethyl to meet Ethyl's market demands for as long as Innospec continues to manufacture or supply TEL. In 2007, the parties amended the contract, tying the price of TEL to the United Kingdom retail price index, but placing no other caveats on Innospec's obligation to sell TEL to Ethyl for as long as Innospec manufactures the additive and Ethyl expresses a desire to purchase it. Unfortunately for Innospec, the worldwide market for TEL has changed significantly since the additive's halcyon days as an essential additive in both motor vehicle and aviation fuel. Today, only Algeria still permits the use of leaded motor fuel. While TEL continues to be used in

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