IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 20-30054

Summary Calendar

AKER SOLUTIONS, INCORPORATED, 

 Plaintiff - Appellee

v.

SHAMROCK ENERGY SOLUTIONS, L.L.C.; SHAMROCK MANAGEMENT, 

L.L.C., doing business as Shamrock Energy Solutions, 

 Defendants – Appellants

Appeal from the United States District Court

for the Eastern District of Louisiana

USDC No. 2:16-CV-2560

Before STEWART, HIGGINSON, and COSTA, Circuit Judges.

PER CURIAM:*

Shamrock Energy Solutions, LLC and Shamrock Management, LLC

(“the Shamrock entities”) appeal the district court’s post-trial judgment in 

favor of Aker Solutions, Inc. (“Aker”). We affirm.

* Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not 

be published and is not precedent except under the limited circumstances set forth in 5TH 

CIR. R. 47.5.4.

United States Court of Appeals

Fifth Circuit

FILED

July 1, 2020

Lyle W. Cayce

Clerk

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I. Background

Shamrock Management, LLC (“Shamrock Management”) performs work 

for oil and gas companies. In 2008, Jeffrey Trahan purchased Shamrock 

Management and became its sole member and manager. In 2012, Trahan 

formed Shamrock Energy Solutions, LLC (“Shamrock Energy”) to serve as a 

holding company for Shamrock Management. Trahan was the sole member 

and manager of Shamrock Energy. In 2015, Shamrock Management began 

doing business as “Shamrock Energy Solutions.” 

Meanwhile, in 2013, Trahan formed Samurai International Petroleum, 

LLC (“SIPCO”). As with the Shamrock entities, Trahan was SIPCO’s sole 

member and manager. The reason Trahan created SIPCO was because 

Shamrock Management’s financing conditions prohibited it from directly 

engaging in oil and gas exploration and production. SIPCO would do what 

Shamrock Management could not: pursue oil and gas exploration and 

production opportunities. 

The relationship among the Shamrock entities and SIPCO was, by any 

measure, close. Trahan owned all three companies.1 All three shared the same 

Houma, Louisiana business address. Shamrock Energy’s sole purpose was to 

serve as a holding company and re-branding agent of Shamrock Management. 

And SIPCO’s sole purpose was to do a certain type of business that Shamrock 

Management could not do. The top officers of Shamrock Management and 

SIPCO were identical. Those officers and other Shamrock Management 

employees who performed work on behalf of SIPCO often used their Shamrock 

Management and SIPCO email address interchangeably. Perhaps most 

importantly, SIPCO was completely financially dependent on Shamrock 

1 The Shamrock entities note that it was technically Shamrock Energy, not Trahan, 

who owned Shamrock Management. Because Trahan owned Shamrock Energy, which owned 

Shamrock Management, it is not misleading to say he also owned Shamrock Management.

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Management. On at least two occasions, Shamrock Management directly paid 

SIPCO’s debts and was never reimbursed by SIPCO for the payments. In sum, 

Shamrock Energy was a holding company for Shamrock Management, which 

SIPCO completely depended on for its existence.

Aker entered the picture in 2014. At the time, SIPCO was considering 

acquiring an offshore oil and gas lease in the Gulf of Mexico. Eventually, Aker 

and SIPCO entered into a contract in which SIPCO agreed to pay Aker to 

perform a study of the offshore area that SIPCO wanted to explore. Aker 

performed the study and billed SIPCO roughly $1.7 million for the work. 

SIPCO never paid. In February 2016, a petition was filed to liquidate and 

dissolve SIPCO.

In March 2016, Aker filed this diversity suit against SIPCO and 

Shamrock Energy. Shamrock Management and Trahan were eventually added 

as defendants. Aker claimed that SIPCO breached the companies’ contract by 

failing to pay for the study. It also alleged that the Shamrock entities were 

solidarily liable to Aker under Louisiana’s “single business enterprise” theory. 

Additionally, Aker alleged that Trahan was individually liable as SIPCO’s 

alter-ego.

Following a two-day bench trial in June 2019, the district court in 

October 2019 ruled that SIPCO breached its contract with Aker and that 

Shamrock Management was solidarily liable with SIPCO for the breach 

because the pair constituted a single business enterprise. The court 

nevertheless rejected Aker’s alter-ego theory, absolving Trahan of individual 

liability for SIPCO’s breach. The court awarded Aker a money judgment in the 

amount of $1,780,144.19 plus pre- and post-judgment interest, attorney’s fees, 

and court costs.

The Shamrock entities timely moved for amendment of the findings of 

fact and conclusions of law and for a new trial. In December 2019, the district 

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court denied the companies’ request for a new trial. Nevertheless, the court 

amended its findings of fact and conclusions of law as follows:

to clarify that the Court employed the clear-andconvincing evidentiary standard in analyzing whether 

Aker satisfied its burden of proof on its singlebusiness-enterprise claim; that equity is served by 

imposing joint and several liability against the 

Shamrock Defendants under the single-businessenterprise theory; and also that Aker did not waive its 

claim for attorney’s fees, which are awarded pursuant 

to the terms of the parties’ contract.

On appeal, the Shamrock entities raise two issues. They first argue that 

the district court erred in finding that Shamrock Management and SIPCO 

constituted a single business enterprise. Next, they contend that even if the 

district court’s finding was correct, the court nonetheless erred in determining

that it was appropriate to hold Shamrock Management liable for SIPCO’s 

breach absent any fraud on Shamrock Management’s part.

II. Standard of Review

We review the district court’s factual findings for clear error and its 

conclusions of law de novo. Fraser v. Patrick O’Connor & Assocs., L.P., 954 F.3d 

742, 745 (5th Cir. 2020); see FED. R. CIV. P. 52(a)(6) (“Findings of fact, whether 

based on oral or other evidence, must not be set aside unless clearly erroneous, 

and the reviewing court must give due regard to the trial court’s opportunity 

to judge the witnesses’ credibility.”).

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III. Discussion

Although this case obligated the district court to make an Erie guess 

regarding an unsettled area of Louisiana law,2 the Shamrock entities do not 

argue on appeal that the court applied the wrong law. Instead, they argue that 

the court erred when it found, as a factual matter, that Shamrock Management 

and SIPCO constituted a single business enterprise. This error was 

compounded, the Shamrock entities contend, when the court found as a matter 

of equity that Shamrock Management should be held liable for SIPCO’s breach.

In Green v. Champion Insurance Co., Louisiana’s First Circuit Court of 

Appeal listed eighteen factors that courts could consider when determining 

whether a single business enterprise had been formed. 577 So. 2d 249, 257–58 

(La. Ct. App.), writ denied, 580 So. 2d 668 (La. 1991). We emphasize the word 

“could” because the court in Green explained that the “list is illustrative and is 

not intended as an exhaustive list of relevant factors.” Id. at 258. As the court 

further explained, “[n]o one factor is dispositive of the issue of ‘single business 

enterprise.’” Id.

Federal district courts considering the Green factors have found that 

single business enterprises existed where some, but far from all, of the factors 

were present. E.g., Bona Fide Demolition & Recovery, LLC v. Crosby Const. Co. 

of Louisiana, 690 F. Supp. 2d 435, 448 (E.D. La. 2010) (“In sum, many of the 

Green factors are present in this case and on the whole, the evidence 

demonstrates that [the two companies] are not operated as distinct entities 

2 Gulf & Miss. River Transp. Co. v. BP Oil Pipeline Co., 730 F.3d 484, 488 (5th Cir. 

2013) (explaining that federal courts sitting in diversity should determine as best they can 

what the Louisiana Supreme Court would do when deciding issues of unsettled Louisiana 

law). The law is “unsettled” because the Louisiana Supreme Court has never affirmatively 

endorsed the single business enterprise theory, which “has contributed to a hodgepodge of 

views about the doctrine in lower Louisiana courts.” Energy Coal v. CITGO Petroleum Corp., 

836 F.3d 457, 460–61 (5th Cir. 2016) (collecting cases).

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despite their separate incorporation.”); Cargill, Inc. v. Clark, No. 14-00233-

BAJ-SCR, 2015 WL 4715010, at *12 (M.D. La. Aug. 7, 2015) (“The two LLCs, 

which share a sole manager and member and a sole employee, farm on 

essentially the same land, using farm equipment transferred from one to the 

other in a zero-dollar sale. One LLC pays insurance on a truck owned by the 

other. And bank records indicate that one was directly responsible for the 

incorporation of the other.”).

Here, the district court supported its finding of fact by noting that no 

fewer than thirteen of the eighteen Green factors were present: common 

ownership, common officers, unified administrative control, officers of each 

entity failing to act independently of one another, one entity financing the 

other, inadequate capitalization, one entity causing the creation of the other, 

one entity receiving all its business from the other, one entity using the 

property of the other, sharing common employees, one entity’s employees 

rendering services on behalf of the other, sharing common offices, and having 

centralized accounting. See Green, 577 So. 2d at 257–58 (listing the eighteen 

factors). Considering these factors among the totality of circumstances, the 

district court held that Shamrock Management and SIPCO constituted a single 

business enterprise. This was not clearly erroneous.

The district court also did not clearly err in finding in equity that 

Shamrock Management should be liable for SIPCO’s breach even though Aker 

knew the entities were distinct on paper, only contracted with SIPCO, and 

continued performing under the contract even though unpaid debts began to 

pile up over time. These facts would support an argument that Aker was not 

defrauded. But a showing of fraud is not required to succeed under a single 

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business enterprise theory claim in Louisiana.3 See id. at 259 (“Upon finding 

that a group of corporations constitute a ‘single business enterprise,’ the court 

may disregard the concept of corporate separateness to extend liability to each 

of the affiliated corporations to prevent fraud or to achieve equity.”) (emphasis 

added). It was enough for the district court to find that “SIPCO acted to aid 

only [the Shamrock entities] in vetting . . . opportunities, which they were 

contractually forbidden to do themselves,” and the Shamrock entities 

benefitted from Aker’s work product.

IV. Conclusion

For the foregoing reasons, we AFFIRM the district court’s judgment.

3 The Shamrock entities ask us for the first time in their reply brief to certify a 

question to the Louisiana Supreme Court about whether “some heightened form of 

misconduct”—e.g., fraud or bad faith—is required to succeed on a single business enterprise 

theory of liability under Louisiana law. We decline the belated invitation.

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