Control, Not Mere Beneficiary Status, as the Test of “Property” in Rule B Maritime Attachments, and Liberal Leave to Amend: Commentary on CH Offshore v. Mexiship Ocean (5th Cir. 2025)
I. Introduction
The Fifth Circuit’s decision in CH Offshore, Limited v. Mexiship Ocean CCC S.A. de C.V., No. 24‑20525 (5th Cir. Dec. 19, 2025), arises from a familiar modern maritime problem: a foreign debtor, a charterparty dispute, an unpaid arbitral award, and a complicated web of affiliated entities used to hold funds in different jurisdictions.
The core dispute is whether CH Offshore, a Singapore-based vessel owner, may use U.S. maritime and state-law attachment procedures to intercept a substantial refund payment that was contractually owed to Mexiship Ocean (a Mexican company) but wired into a Texas bank account held in the name of a different entity, Mexiship Ocean CCC LLC (“Mexiship Texas”). The district court vacated CH Offshore’s Rule B writ of maritime garnishment and refused leave to amend the complaint to add a Texas-law alter ego attachment theory. The Fifth Circuit vacated that decision and remanded.
The opinion is significant in two principal respects:
- It clarifies that for purposes of a Rule B maritime attachment of bank funds, courts must look beyond the named beneficiary of the account and focus on who controls the funds—borrowing heavily from Texas law and Fifth Circuit bankruptcy/garnishment precedents.
- It reinforces the strong presumption in favor of leave to amend under Rule 15 and holds that a detailed request for amendment, even if contained in a proposed order rather than a captioned motion, can be a legally sufficient “request” that a district court must address on the merits.
This commentary examines the factual background, the Fifth Circuit’s holdings, its use of precedent, and the broader doctrinal and practical implications for maritime creditors and civil procedure in the Fifth Circuit.
II. Factual and Procedural Background
A. The Charterparty and Arbitration
CH Offshore, a Singaporean offshore vessel supplier, entered into a charterparty (the “Charter Agreement”) with Mexiship Ocean, a Mexican marine oil and gas company, on May 21, 2021. The vessel went into service in September 2021. The initial charter period was 18 months, expiring in March 2023. The agreement:
- Allowed CH Offshore to terminate for nonpayment following notice;
- Required redelivery of the vessel at the end of the charter; and
- Provided for an enhanced hire rate if Mexiship Ocean retained the vessel beyond expiry, without extending the charter itself.
Disputes were subject to arbitration in Singapore. By September 2022, CH Offshore had commenced arbitration to recover unpaid hire. In May 2023, following the expiry of the charter and non-redelivery of the vessel, CH Offshore added claims in arbitration for redelivery and injunctive relief.
Mexiship Ocean ceased participating in the arbitration. On July 26, 2023, the arbitrator issued a Final Partial Award ordering Mexiship Ocean to pay $1,685,488.44 in unpaid charter hire and to redeliver the vessel. The award was confirmed in Singaporean court. Mexiship Ocean allegedly has neither paid nor redelivered the vessel.
B. The “Accidental Email” and the Settlement Refund
In January 2024, CH Offshore was inadvertently copied on an email from Mexiship Ocean’s CEO, Edgardo Armando Perez Robert (“Mr. Perez”), to Seahorse Marine & Energy Joint Stock Company (“Seahorse”). The email attached a settlement agreement (the “Settlement Agreement”) between Mexiship Ocean and Seahorse, relating to a separate charter between those entities.
Crucially, the Settlement Agreement provided that Seahorse would refund a deposit of $808,238.72 (the “Settlement Refund”) to “Mexiship,” defined in the agreement as Mexiship Ocean. The refund was to be sent to a U.S. bank account at Vantage Bank. However, the named beneficiary on that account was Mexiship Texas, not Mexiship Ocean.
CH Offshore seized on this as a collection opportunity. It argued that the Settlement Refund was Mexiship Ocean’s property—merely directed for payment into an affiliated entity’s account—and thus attachable as security for the Singapore arbitration award and related maritime claims.
C. District Court Proceedings
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Rule B Attachment and Amended Complaint.
On January 19, 2024, CH Offshore sued in the Southern District of Texas, seeking a writ of garnishment under Supplemental Admiralty Rule B to attach funds in the Vantage Bank account, and asserting a conversion claim for Mexiship Ocean’s failure to return the vessel. The district court issued a Rule B writ on January 23, 2024, up to $3,370,976.88.
On January 31, 2024, CH Offshore filed a First Amended Complaint seeking to increase the attachment to $22,370,976.88 (reflecting 200% of unpaid hire plus the vessel’s value) and repeating its conversion claim. The court issued a superseding writ on February 2, 2024. -
Mexiship Ocean and Mexiship Texas Appear.
Mexiship Ocean appeared restrictively under Rule E(8) and moved to vacate on equitable grounds; the district court denied that motion. In March 2024, Mexiship Texas—although not a named defendant—appeared and moved to vacate, contending that the funds in the Vantage Bank account were its property, not Mexiship Ocean’s. -
Limited Discovery on Ownership and Control.
The district court ordered limited discovery focused on “the interaction of Mexiship Texas and Mexiship [Ocean] with respect to the transaction at issue,” including high-level organizational and structural information but not day-to-day operations. About 400–600 pages of documents were produced, along with two key depositions:- Marisela Elizabeth Jazmin Flores as corporate representative for Mexiship Ocean; and
- Mr. Perez, testifying as representative of both Mexiship Ocean and Mexiship Texas.
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CH Offshore’s Request to Amend.
After discovery, CH Offshore filed a proposed order on September 30, 2024, at the court’s direction, opposing vacatur and requesting leave to amend its complaint. The proposed amendment would:- Join Mexiship Texas and Mr. Perez as defendants;
- Plead an alter ego theory under Texas law to pierce the corporate veil; and
- Add Texas state attachment law as an alternative basis for attachment of the Vantage Bank funds, separate from Rule B.
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District Court’s Final Order.
On November 22, 2024, the district court:- Vacated the writ of maritime garnishment, stating there was “no evidence” that Mexiship Texas maintained any of Mexiship Ocean’s property in Texas or in the Vantage Bank account; and
- Denied CH Offshore’s request for leave to amend for lack of “good cause,” without explanation or citation to authority.
CH Offshore appealed, challenging both (1) the vacatur of the Rule B writ, and (2) the denial of leave to amend. The Fifth Circuit exercised jurisdiction under 28 U.S.C. § 1291 and stayed district court proceedings pending appeal.
III. Summary of the Fifth Circuit’s Opinion
The Fifth Circuit vacated the district court’s order and remanded with instructions to grant CH Offshore leave to amend.
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Rule B Maritime Attachment.
The court applied the four-part test from the Second Circuit’s Aqua Stoli framework (which the Fifth Circuit has used but not formally adopted until now):- Valid prima facie admiralty claim;
- Defendant not “found” within the district;
- Defendant’s property present within the district; and
- No statutory or maritime law bar to attachment.
The Fifth Circuit held that the district court abused its discretion by:- Stating there was “no evidence” of Mexiship Ocean’s ownership interest;
- Failing to analyze the Settlement Agreement’s text; and
- Ignoring relevant Fifth Circuit and Texas law on control-based ownership of bank funds.
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Leave to Amend.
The court also held that the district court abused its discretion by denying leave to amend without explanation, despite Rule 15(a)(2)’s command that leave be “freely” given when justice requires.
The panel concluded that:- CH Offshore’s detailed, 30-page request for amendment in its proposed order was a procedurally adequate “request” under Rule 15, even though it was not labeled as a motion under Rule 7(b).
- The denial of leave lacked any stated reason and none was “readily apparent” from the record under the familiar factors (delay, bad faith, prior amendments, prejudice, futility).
- The proposed state-law attachment claim and alter ego theory were not obviously futile; they plausibly stated a claim under Texas law and survived a Rule 12(b)(6)-type screening.
IV. Precedents and Authorities Cited
A. Maritime Attachment and Rule B
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Ultra Deep Picasso Pte. Ltd. v. Dynamic Industries Saudi Arabia Ltd., 119 F.4th 437 (5th Cir. 2024)
The Fifth Circuit relied on Ultra Deep Picasso for several key points:- Standard of review: vacatur of a Rule B attachment is reviewed for abuse of discretion, but underlying legal conclusions are reviewed de novo.
- Rule E(4)(f) “prompt hearing”: when property is attached, the plaintiff bears the burden of showing why the attachment should not be vacated.
- Use of the Aqua Stoli framework and particular focus on the “property in the district” element.
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Malin Int’l Ship Repair & Drydock, Inc. v. Oceanografía, S.A. de C.V., 817 F.3d 241 (5th Cir. 2016)
Malin plays a crucial role in this decision. It held that in Rule B cases, “the question of ownership is critical” (quoting earlier authority), and that when federal maritime law is underdeveloped on a particular property-interest question, courts may “look to state law to determine property rights,” particularly where state law is more directly on point.
The CH Offshore panel explicitly invokes Malin to justify drawing on Texas law and Fifth Circuit bankruptcy cases to decide whether Mexiship Ocean had an attachable interest in funds held in another entity’s bank account. -
Aqua Stoli Shipping Ltd. v. Gardner Smith Pty Ltd., 460 F.3d 434 (2d Cir. 2006), abrogated on other grounds
The opinion adopts and applies the classic four-part Aqua Stoli test for Rule B attachments:- Valid prima facie admiralty claim;
- Defendant not found within the district;
- Defendant’s property present in the district; and
- No statutory or maritime bar.
B. Evidence Review and Abuse of Discretion
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McKinney ex rel. NLRB v. Creative Vision Resources, L.L.C., 783 F.3d 293 (5th Cir. 2015)
The panel cites McKinney for the definition of abuse of discretion: it occurs when a court “ignores or misunderstands the relevant evidence, and bases its decision upon considerations having little factual support.” The district court’s statement that there was “no evidence” of Mexiship Ocean’s ownership, despite documentary and testimonial evidence, fell squarely within that definition.
C. Ownership and Control of Bank Accounts
The heart of the Fifth Circuit’s property analysis comes from bankruptcy and garnishment cases applying Texas law:
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In re IFS Financial Corp., 669 F.3d 255 (5th Cir. 2012)
This case involved a complex scheme where the debtor (IFS) funneled money through related entities (the “Interamericas” companies). The question was whether IFS could be treated as owning funds in accounts not in its name for purposes of bankruptcy and garnishment.
The Fifth Circuit held:- “Control is the primary determinant of ownership of bank accounts.”
- Texas garnishment law recognizes that “the legal titleholder to a bank account is not always the owner of its contents.”
- Courts must look at the “individual facts of each case” rather than formal legal relationships.
- IFS exercised “de facto ownership” over certain accounts because it controlled the disposition of funds, even absent formal documentation.
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In re Southmark Corp., 49 F.3d 1111 (5th Cir. 1995)
Southmark emphasized whether a debtor had “unfettered discretion to pay creditors of its own choosing” from particular accounts as an “especially important” factor in determining ownership interests. The Fifth Circuit cites Southmark in CH Offshore to reinforce the idea that a party who can direct the disposition of funds may be treated as the owner, even if not the account holder. -
Caillouet v. First Bank & Trust (In re Entringer Bakeries, Inc.), 548 F.3d 344 (5th Cir. 2008) (per curiam)
Entringer dealt with preference law and when funds transmitted through intermediaries are deemed part of the debtor’s estate. It adopted the principle (quoting Southmark) that:If the debtor determines the disposition of funds from the third party and designates the creditor to be paid, the funds are available for payment to creditors in general and the funds are assets of the estate.
In CH Offshore, the panel uses this principle to underscore that if Mexiship Ocean determined that Seahorse’s refund would be sent to the Vantage Bank account—and could have directed it elsewhere—then the funds may be treated as belonging to Mexiship Ocean for attachment purposes.
D. Texas Attachment and Alter Ego
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Texas Civil Practice and Remedies Code §§ 61.001–61.002
Section 61.001 permits a prejudgment writ of attachment if:- The defendant is justly indebted to the plaintiff;
- The writ is not sought to harass;
- The plaintiff will probably lose the debt absent attachment; and
- One of several specified grounds in § 61.002 is met.
- The defendant is a non-resident or foreign corporation;
- The defendant has hidden or is about to hide property to defraud creditors; or
- The defendant owes for property obtained under false pretenses.
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Texas Alter Ego / Veil Piercing
The court draws on multiple Texas and Fifth Circuit precedents to articulate the alter ego standard:- Mancorp, Inc. v. Culpepper, 802 S.W.2d 226 (Tex. 1990) and Castleberry v. Branscum, 721 S.W.2d 270 (Tex. 1986) – Texas courts look at the “total dealings” between entities to determine whether corporate separateness has “ceased” and whether the corporate form has been used as an “unfair device” to achieve an inequitable result.
- Villar v. Crowley Maritime Corp., 990 F.2d 1489 (5th Cir. 1993) – identifies alter ego as one category of veil piercing under Texas law.
- United States v. Jon-T Chemicals, Inc., 768 F.2d 686 (5th Cir. 1985) and Nelson v. Int’l Paint Co., 734 F.2d 1084 (5th Cir. 1984) – set out a “laundry list” of factors for alter ego analysis, including common ownership, common directors, undercapitalization, intertwining of operations, and failure to observe corporate formalities.
- Bridas S.A.P.I.C. v. Government of Turkmenistan, 345 F.3d 347 (5th Cir. 2003); 447 F.3d 411 (5th Cir. 2006) – emphasize that alter ego determinations are highly fact-specific, concerned with “reality and not form” and “how the corporation operated.”
- Licea v. Curaçao Drydock Co., 952 F.3d 207 (5th Cir. 2015) – discusses jurisdictional alter ego under Texas law, showing that the same underlying factual factors are used in different doctrinal contexts (liability, jurisdiction, attachment).
E. Leave to Amend: Rule 15 and Informal Requests
- Fed. R. Civ. P. 15(a)(2) – Provides that courts “should freely give leave [to amend] when justice so requires.” The Fifth Circuit reiterates its well-established presumption in favor of amendments.
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Marucci Sports, L.L.C. v. National Collegiate Athletic Ass’n, 751 F.3d 368 (5th Cir. 2014) and Mayeaux v. La. Health Serv. & Indem. Co., 376 F.3d 420 (5th Cir. 2004)
These leading cases stress:- There is a “presumption in favor” of allowing amendments;
- Denials should be accompanied by explicit reasons; and
- Appellate courts will reverse where the district court offers no explanation and no obvious basis for denial appears from the record.
- Life Partners Creditors’ Trust v. Cowley (In re Life Partners Holdings, Inc.), 926 F.3d 103 (5th Cir. 2019) – reiterates that Rule 15 “evinces a bias in favor” of amendments.
- Smith v. EMC Corp., 393 F.3d 590 (5th Cir. 2004) – lists the traditional factors for denying leave: undue delay, bad faith, repeated failure to cure deficiencies, undue prejudice, and futility.
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United States ex rel. Willard v. Humana Health Plan of Texas Inc., 336 F.3d 375 (5th Cir. 2003) and Thomas v. Chevron U.S.A., Inc., 832 F.3d 586 (5th Cir. 2016)
These cases are particularly important to CH Offshore’s procedural holding:- Willard held that Rule 15 applies where plaintiffs “expressly requested” to amend, even without a “properly captioned motion paper,” so long as the grounds and requested relief are stated with some specificity.
- Thomas identified three key indicators that a non-standard request for amendment is adequate:
- It gives notice of the substance of the proposed amendments;
- It provides a plausible basis for liability; and
- The relief sought is consistent with the original claims.
V. The Court’s Legal Reasoning
A. What Counts as “Property” for Rule B Attachment?
Rule B allows attachment of a defendant’s “tangible or intangible personal property” in the district when the defendant cannot be “found” there for in personam jurisdiction. The central fight in CH Offshore is whether the Settlement Refund, held in Mexiship Texas’s Vantage Bank account, qualifies as “property” of Mexiship Ocean.
The district court answered “no” in one sentence, asserting there was “no evidence” that the funds belonged to Mexiship Ocean. The Fifth Circuit disagreed, and its reasoning unfolds in three steps:
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Start with the Settlement Agreement’s text.
The Settlement Agreement:- Identifies “Mexiship” (defined as Mexiship Ocean) as the party entitled to the refund;
- States that Seahorse shall pay the balance “to Mexiship”;
- Provides that payment will be sent to “Mexiship’s designated bank account”; and
- Was executed by Mr. Perez specifically in his capacity as CEO of Mexiship Ocean.
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Fill in doctrinal gaps with state law and control-based analysis.
Following Malin and In re IFS, the Fifth Circuit turns to Texas law to define “property” rights in bank accounts where the federal maritime precedents are thin. It embraces the principle that:- The named account beneficiary is not always the true owner of the funds; and
- The decisive question is who controls the disposition of the funds.
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Consider the factual record on control and ownership.
Without making factual findings itself (which is the district court’s role), the Fifth Circuit canvasses the evidence adduced in limited discovery:- Mexiship Texas wired the original deposit to Seahorse, but those funds reportedly came from Mexiterm Gas Supply SAPI de CV (“Mexiterm”), yet another affiliated entity.
- There were no formal written agreements documenting:
- Mexiterm’s “investment” in Mexiship Texas;
- Any loan or investment relationship between Mexiship Texas and Mexiship Ocean; or
- Any obligation of Mexiship Ocean to repay Mexiship Texas or Mexiterm.
- Mr. Perez:
- Is the majority owner and sole administrator of Mexiship Ocean;
- Is the sole owner, sole member, manager, and only employee of Mexiship Texas;
- Is a director of Mexiterm; and
- Is the sole signatory on the Vantage Bank account.
- Mr. Perez directed the initial deposit from the Vantage Bank account to Seahorse for the benefit of Mexiship Ocean’s charter, and he executed the Settlement Agreement on behalf of Mexiship Ocean.
- Mexiship Texas and Mexiship Ocean maintained that they had no business relationship, joint venture, or financial transfers—an assertion that appears inconsistent with the actual movement of funds and corporate admissions that Mexiship Texas is the “financing arm” of Mexiship Ocean.
In sum, the Fifth Circuit holds that the district court was required to:
- Analyze the Settlement Agreement’s contractual allocation of the refund right;
- Apply a control-based test for ownership derived from Texas law and prior Fifth Circuit cases; and
- Engage in a fact-sensitive inquiry into the relationships among Mexiship Ocean, Mexiship Texas, and Mexiterm, rather than dismissing the claim of ownership out of hand.
B. The District Court’s “No Evidence” Finding as Abuse of Discretion
The panel’s abuse-of-discretion analysis is straightforward: given the record, it was factually and legally incorrect to state there was no evidence supporting CH Offshore’s ownership theory. Under McKinney, ignoring relevant evidence and failing to cite applicable law constitutes abuse of discretion.
The opinion is careful not to instruct the district court what result to reach on remand. Instead, it requires the district court to:
- Evaluate the evidence of control and ownership in light of the control-based doctrinal framework; and
- Make a reasoned determination as to whether Mexiship Ocean has a “recognizable direct ownership claim” over the Settlement Refund sufficient to satisfy the Rule B requirement that the defendant’s property be present in the district.
C. Leave to Amend: Procedure and Substantive Standards
On the amendment question, the Fifth Circuit addresses two sub-issues: (1) whether CH Offshore’s request for leave was procedurally adequate, and (2) whether denial was substantively justified.
1. Adequacy of the Request
Mexiship Texas argued that leave to amend was properly denied because CH Offshore did not file a separate Rule 7(b) motion with a proposed amended complaint. The Fifth Circuit rejected this formalistic view, relying on Willard and Thomas:
- Rule 15 governs any “express[] request[]” to amend, even if not in a captioned motion;
- The key requirement is that the party set forth, with some specificity:
- The grounds for amendment; and
- The relief sought.
- CH Offshore’s 30-page proposed order:
- Detailed the proposed addition of a state-law attachment claim and alter ego theory;
- Explained why those theories became viable in light of discovery;
- Described how the requested relief (attachment of the same funds) related to existing claims; and
- Was filed at the district court’s own instruction.
Under Thomas, this gave ample “notice of the substance” of the amendment, showed a “plausible basis for liability,” and sought essentially the same type of relief (security for the arbitral award). The request was therefore sufficient to invoke Rule 15(a)(2).
2. Substantive Grounds for Denial
The district court said only that CH Offshore had shown no “good cause” to amend—which is the wrong standard (Rule 15 speaks of “justice,” not “good cause,” although Rule 16(b) can impose a good-cause requirement if a scheduling order deadline has passed, which the opinion does not indicate). It provided no reasoning or citation, contrary to the Fifth Circuit’s admonitions in Mayeaux and Marucci.
The Fifth Circuit then independently examined the usual factors:
- Undue Delay – No; the amendment request followed limited discovery and was timely in relation to the vacatur motion.
- Bad Faith or Dilatory Motive – None alleged and none apparent.
- Repeated Failure to Cure Deficiencies – Inapplicable; this was not a repeated attempt to cure a defective pleading, but an additional alternative theory based on new information.
- Undue Prejudice – No specific prejudice was articulated by Mexiship Texas, and none was obvious.
- Futility – The only potentially serious ground, addressed next.
3. Futility Analysis
To show futility, Mexiship Texas would have had to demonstrate that the proposed amended complaint would fail under a Rule 12(b)(6) standard. The Fifth Circuit analyzed the two components of the proposed amendment:
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Texas State Attachment Claim.
Under Tex. Civ. Prac. & Rem. Code §§ 61.001–61.002, CH Offshore plausibly alleged:- A debt (the arbitral award and charter obligations);
- A risk of losing the debt absent attachment (Mexiship Ocean’s non-payment and non-redelivery, plus use of multi-jurisdictional affiliates);
- No improper harassing purpose; and
- Plausible § 61.002 grounds, including:
- Mexiship Ocean is a foreign corporation;
- There may be concealment or dissipation of assets via affiliates; or
- Amounts owed could be characterized as “property obtained under false pretenses” in light of the arbitral award and post-breach conduct.
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Alter Ego / Veil-Piercing Between Mexiship Ocean and Mexiship Texas.
Applying Texas alter ego principles and the “total dealings” test, the Fifth Circuit noted numerous facts already in the record that could support alter ego at the pleading stage:- Complete or majority common ownership (Mr. Perez owns both companies);
- Mr. Perez’s overlapping roles (sole administrator / director / manager / employee);
- Use of the same physical offices and resources, with Mexiship Texas relying on Mexiship Ocean’s infrastructure (e.g., email domain);
- Mexiship Texas described as the “financing arm” of Mexiship Ocean, with Mexiship Ocean as the operational arm;
- Mexiship Texas funding Mexiship Ocean’s Seahorse charter without any documented, arm’s-length loan or investment terms; and
- Apparent disregard of corporate formalities (lack of minutes, written inter-company agreements, etc.).
The court also addresses a subtle jurisdictional point: if Mexiship Texas is found to be the alter ego of Mexiship Ocean for purposes of attachment, that could, in theory, destroy Rule B jurisdiction (because Mexiship Ocean would be “found” in the district through its alter ego). CH Offshore acknowledged this and proposed to plead the alter ego theory in the alternative, as a state-law basis for relief, separate from its Rule B claim.
The Fifth Circuit accepts this approach as a permissible use of alternative and even inconsistent pleading under the Federal Rules. It is valid to say, in effect: “If I win on Rule B, I attach under maritime law; if not, then I attach under Texas law through alter ego.” That sort of alternative theory is not futile merely because success on one theory might foreclose the other.
VI. Impact and Significance
A. For Maritime Creditors and Rule B Practice
CH Offshore reinforces and refines several important propositions for maritime creditors:
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Property analysis must focus on control, not just name on the account.
Maritime creditors now have clear Fifth Circuit authority that bank funds may be attached under Rule B even when they sit in the account of an affiliate, provided the defendant exercises sufficient control over the funds’ disposition. -
State law can fill gaps in maritime property concepts.
When federal admiralty law has not squarely defined relevant property interests, courts may look to state property and garnishment law—here, Texas—to determine whether an interest is sufficiently “owned” by the defendant to be attached. -
District courts must conduct a detailed factual and legal analysis on ownership.
A summary conclusion that there is “no evidence” of ownership will not survive appellate review where documentary and testimonial evidence, combined with control-based doctrines, warrant closer examination. -
Affiliated-entity structures will face heightened scrutiny.
Shipowners and other maritime judgment creditors can point to CH Offshore when confronting debtors who route funds through multiple related companies in different jurisdictions, particularly where a single individual dominates these entities.
B. For Corporate Structuring and Alter Ego Exposure
The factual matrix—Mexiship Ocean, Mexiship Texas, and Mexiterm, all dominated by Mr. Perez—illustrates the risk that loosely documented corporate structures pose when debts go unpaid:
- Shared management, shared offices, shared resources, and undocumented transfers greatly increase the risk of veil piercing under Texas law.
- Statements such as calling one entity the “financing arm” of another can be powerful evidence for an alter ego theory.
- Failure to document inter-company loans or investments undermines the defense that transactions are at arm’s length and corporate separateness is meaningful.
While the Fifth Circuit did not hold that alter ego exists here, it signaled that the existing record already provides significant grist for that analysis, and thus that such theories will be viable in analogous circumstances.
C. For Civil Procedure: Leave to Amend and Informal Requests
On the procedural side, CH Offshore is an important reminder to district courts in the Fifth Circuit:
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Rule 15 is liberal, and denials must be reasoned.
A bare assertion of “no good cause” or a rote denial without explanation risks reversal where no obvious basis appears from the record. -
Substance over form for amendment requests.
A detailed request for amendment embedded in a proposed order, especially one filed at the court’s direction, can suffice under Rule 15 even if it is not labeled a “motion.” Courts must look at what the party actually presented, not merely the caption. -
Alternative and inconsistent pleadings are permissible.
Plaintiffs may plead a maritime Rule B theory alongside a state-law alter ego attachment theory, even if logical tensions exist between them. Futility cannot be found merely because two theories would be mutually exclusive if both prevailed on the facts.
This approach gives litigants greater flexibility to adapt their theories as discovery unfolds—particularly in complex, cross-border commercial disputes where the true structure of related entities may only become clear over time.
VII. Complex Concepts Simplified
For readers less familiar with the technical aspects of this opinion, the following brief explanations may help:
- Maritime Attachment (Rule B) – A special admiralty procedure that lets a plaintiff attach a defendant’s property found within the district when the defendant is not “found” there for regular personal jurisdiction. It secures the defendant’s appearance and provides security for any judgment or arbitration award.
- Rule E(4)(f) Hearing – A “prompt hearing” required whenever property is arrested or attached in an admiralty case. The plaintiff must show why the attachment should not be vacated and bears the burden of justifying the seizure.
- Ownership vs. Beneficiary Status – The person or entity named on a bank account (the “beneficiary” or “legal titleholder”) is not always the true “owner” of the funds. Courts look at who actually controls how the money is used—who can direct payments to creditors or move funds—especially in the context of garnishment or bankruptcy.
- Alter Ego / Piercing the Corporate Veil – A doctrine that allows a court to ignore the legal separateness between a corporation and its shareholders or affiliates when the corporate form has been abused. If one entity is the “alter ego” of another—because of total domination, lack of formalities, or use of the corporation to perpetrate injustice—the veil may be pierced, and assets or liabilities may be shared.
- Texas Prejudgment Attachment – A statutory remedy allowing a plaintiff to seize a defendant’s property before judgment to secure a debt that might otherwise be lost (e.g., if property is moved, hidden, or dissipated), provided statutory criteria are met.
- Futility (in Amendment) – An amendment is “futile” if, even assuming all alleged facts are true, it would still be dismissed under Rule 12(b)(6) for failure to state a claim. Courts should not deny leave to amend as futile unless the proposed claim clearly cannot succeed as a matter of law.
VIII. Conclusion
CH Offshore v. Mexiship Ocean is a significant Fifth Circuit opinion at the intersection of maritime law, corporate structuring, and federal civil procedure. It establishes and reinforces several important principles:
- For Rule B maritime attachments, control over bank funds—not merely the name on the account—is central to determining whether those funds are the defendant’s “property” in the district.
- When maritime law does not fully define a property interest, courts may and should look to state law (here, Texas garnishment law and related doctrines) to fill the gap.
- District courts must meaningfully engage with evidence and applicable law before vacating attachments; conclusory findings of “no evidence” will not suffice where a more nuanced control-based analysis is required.
- The liberal amendment policy of Rule 15 is alive and well: detailed amendment requests—even if lodged in a proposed order rather than a formal motion—must be considered on the merits, and denials must be supported by articulated reasons or an obviously apparent justification.
- Alter ego and Texas state-law attachment remain potent tools for creditors when dealing with debtor-controlled networks of affiliated entities, particularly in cross-border maritime disputes.
On remand, the district court must re-examine the ownership and control of the Settlement Refund under the proper legal framework and allow CH Offshore to pursue alternative state-law attachment and alter ego theories. Going forward, maritime practitioners in the Fifth Circuit will rely on this opinion both to structure attachment strategies and to challenge cursory denials of leave to amend in complex, multi-entity disputes.
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