-i- TO THE SUBROGATE PRESIDENT OF THE ... - Chevron

negligence where TexPet was directly overseen by the State and complied with extant
laws and regulations. And neither the report ghostwritten by the plaintiffs for Cabrera
nor the economic evaluation filed subsequently by the plaintiffs on September 16, 2010
at 5:15 p.m. made any effort to link the alleged damages to TexPet or ever accounted
for the fact that Petroecuador alone has operated in the former concession area for the
past twenty years. The results are damages estimates—US$27 billion according to the
Cabrera Report; an even more remarkable US$113 billion according to the plaintiffs—
that are wholly unsubstantiated.
I. This Court Has No Jurisdiction over Chevron
Chevron is not subject to jurisdiction of the courts and laws of Ecuador, and there
is no theory for holding it liable for the Consortium’s operations. Chevron has never
been domiciled in Ecuador, never operated here, was never licensed to conduct
operations here, never owned property here, never employed workers here, and has
never had any business contacts here. The plaintiffs’ allegations thus are not and
cannot be directed toward any activities that Chevron performed in Ecuador. Their
allegations exclusively concern TexPet’s participation with Petroecuador in a
Consortium, which ended in 1992.
The plaintiffs’ only argument on this point is their claim that Chevron “merged”
with Texaco in 2001. But that is simply false: Texaco merged with a Chevron subsidiary
named Keepep Inc., and, following that merger, Texaco remained an independent
corporation capable of being sued in its own right. Indisputable evidence in the record
demonstrates that Chevron, Texaco, and TexPet are all separately recognized legal
entities. Chevron did not merge with Texaco or assume the liabilities of Texaco—let
alone TexPet, the Texaco subsidiary that actually participated in the operations of the
Consortium. Chevron in 2001 became the indirect shareholder, not the legal successor,
of Texaco and TexPet. The plaintiffs cannot claim any confusion about this. Official
and contemporaneous public documents filed with U.S. and other government
authorities made clear that Chevron did not merge with Texaco, which became an
independent subsidiary. Despite the clear legal division between Chevron and Texaco,
Texaco avoided the possibility of doubt when it notified the plaintiffs and their attorneys
in 2002, after the transactions through which Texaco became an indirect Chevron
subsidiary but before this case was filed, that it had named agents in Ecuador having
authority to accept service of process and answer complaints. The plaintiffs, however,
elected to neither sue Texaco nor recognize the agents. And the plaintiffs have
presented neither evidence nor a plausible legal argument that Texaco or TexPet is
somehow the alter ego of Chevron. Consequently, there are no legal grounds
whatsoever for exerting jurisdiction over Chevron.
For the same reasons, Chevron cannot be held substantively liable for the
Consortium’s operations. Apart from their baseless attempt to treat Chevron and
Texaco as a singular merged entity, the plaintiffs offer no theory for holding Chevron
responsible for TexPet’s alleged acts in Ecuador. Indeed, they have not even
established how liability could have been imposed independently on Texaco, an entity
that indirectly owned TexPet’s fourth-level parent company at the time of the
CERT. INTERMARK VER: JD
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