IRONSHORE SPECIALTY INSURANCE COMPANY, in its own right and as subrogee of NORTHEAST SHIP REPAIR, INC., Plaintiff, Appellant,
v.
UNITED STATES OF AMERICA; AMERICAN OVERSEAS MARINE COMPANY, LLC, Defendants, Appellees, GENERAL DYNAMICS AMERICA OVERSEAS MARINE CORPORATION, Defendant.
APPEAL
FROM THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS [Hon. Rya W. Zobel, U.S. District Judge]
George
M. Chalos, with whom Chalos & Co, P.C. was on brief, for
appellant.
Anne
Murphy, Attorney, Civil Division, U.S. Department of Justice,
with whom Benjamin C. Mizer, Principal Deputy Assistant
Attorney General, Carmen Milargros Ortiz, United States
Attorney, and Matthew M. Collette, Attorney, Civil Division,
U.S. Department of Justice, was on brief, for appellee United
States of America.
Thomas
J. Muzyka, with whom Olaf Aprans and Clinton & Muzyka,
P.C. were on brief, for appellee American Overseas Marine
Corporation.
Before
Barron, Stahl, and Lipez, Circuit Judges.
LIPEZ,
Circuit Judge.
This
appeal arises out of an incident on the South Boston
Waterfront, where a large military transport vessel, the
FISHER, unexpectedly spilled over 11, 000 gallons of fuel
next to Boston Harbor. Ironshore Specialty Insurance Company
("Ironshore"), the entity that paid the cleanup
costs, appeals from a district court order dismissing claims
it brought against American Overseas Marine Company, LLC
("AMSEA") and the United States under the Oil
Pollution Act of 1990 ("OPA"), 33 U.S.C.
§§ 2701-2761, general admiralty and maritime law.
After carefully considering the parties' arguments and
the relevant law, we affirm in part and reverse in part.
I.
The
FISHER is a large, medium speed, "roll on, roll
off" transport vessel and vehicle cargo ship. The
Military Sealift Command, a division of the United States
Navy, owns the FISHER. The vessel is deployed principally to
carry military vehicles and containerized cargo for the
Department of Defense.
In
2010, the Military Sealift Command entered into a contract
with AMSEA, in which AMSEA agreed to crew, maintain, and make
routine repairs to the FISHER. In June 2014, pursuant to that
contract, the FISHER entered a Boston graving dock owned by
Boston Ship Repair ("BSR"), with whom AMSEA had
subcontracted to perform routine maintenance.[1] No aspect of the
maintenance related to fueling the FISHER, and only AMSEA
crew members were permitted to conduct fuel transfers. On
July 9, while the FISHER was propped up on blocks within the
graving dock, an oil spill occurred as a result of the
allegedly negligent conduct of AMSEA crew members. More than
11, 000 gallons of diesel fuel poured out of the vessel and
into the graving dock. To prevent the fuel from escaping into
Boston Harbor -- and to minimize damages to the FISHER and
BSR's graving dock -- BSR quickly acted to contain and
remove the fuel. BSR incurred nearly $3, 000, 000 in costs
associated with cleaning up the FISHER's fuel spill,
which Ironshore reimbursed as BSR's pollution policy
insurer. As BSR's subrogee, Ironshore filed this action
in the United States District Court for the District of
Massachusetts against AMSEA and the United States to recover
the money it paid to reimburse BSR's cleanup costs.
Ironshore's three-count complaint sought (1) cleanup
costs and damages under the OPA; (2) a declaratory judgment
finding AMSEA and the United States to be strictly liable
parties under the OPA; and (3) damages sounding in general
admiralty and maritime law as a result of AMSEA's and the
United States' alleged negligence.
The
United States and AMSEA each filed a motion to dismiss
Ironshore's OPA claims under Federal Rule of Civil
Procedure 12(b)(6). AMSEA also asked the district court to
dismiss Ironshore's negligence claims against it. The
district court granted both parties' motions to dismiss
in full. The district court went further, however, and also
dismissed sua sponte Ironshore's negligence claim against
the United States, concluding that the OPA foreclosed the
option of bringing any negligence claim relating to oil
spills under general admiralty and maritime law. Ironshore
timely appealed, asserting that (1) the district court
inappropriately considered documents outside the pleadings
when it decided the defendants' motions to dismiss; and
(2) it erroneously dismissed each of Ironshore's OPA and
negligence claims.
II.
We
review a district court's grant of dismissal under Rule
12(b)(6) de novo, treating as true all well-pleaded facts in
the complaint. Isla Nena Air Servs., Inc. v. Cessna
Aircraft Co., 449 F.3d 85, 87 (1st Cir. 2006).
A.
Documents Outside the Pleadings
Ironshore
argues that, as a threshold matter, the district court
committed reversible error when it relied upon materials
outside the pleadings in granting AMSEA's and the United
States' 12(b)(6) motions to dismiss. Specifically,
Ironshore challenges the district court's decision to
consider the Military Sealift Command's contract with
AMSEA. Ironshore did not include or append this contract to
its complaint. Rather, AMSEA and the United States provided
excerpts of the contract to the district court alongside
their respective motions to dismiss, and the United States
appended the full contract to its reply to Ironshore's
opposition to its motion to dismiss.[2] Ironshore asserts that, by
relying on the contract in its disposition of the
defendants' motions, the district court inappropriately
converted the Rule 12(b)(6) motions to dismiss into Rule 56
summary judgment motions that "could not be properly
resolved until the completion of discovery." We
disagree.[3]
"Ordinarily[]
. . . any consideration of documents not attached to the
complaint, or not expressly incorporated therein, is
forbidden, unless the proceeding is properly converted into
one for summary judgment under Rule 56." Watterson
v. Page, 987 F.2d 1, 3 (1st Cir. 1993). We have
recognized, however, that when considering 12(b)(6) motions
to dismiss, "courts have made narrow exceptions for
documents the authenticity of which are not disputed by the
parties; for official public records; for documents central
to plaintiffs' claim; or for documents sufficiently
referred to in the complaint." Id. Moreover,
"[u]nder First Circuit precedent, when 'a
complaint's factual allegations are expressly linked to
-- and admittedly dependent upon -- a document (the
authenticity of which is not challenged), ' then the
court can review it upon a motion to ...