                  United States Court of Appeals
                             For the Eighth Circuit
                         ___________________________

                                 No. 15-3115
                         ___________________________

                                 Blake Marine Group

                        lllllllllllllllllllll Plaintiff - Appellant

                                            v.

             CarVal Investors LLC; CVI GVF (Lux) Master S.A.R.L.

                       lllllllllllllllllllll Defendants - Appellees
                                        ____________

                     Appeal from United States District Court
                    for the District of Minnesota - Minneapolis
                                   ____________

                              Submitted: June 15, 2016
                                Filed: July 13, 2016
                                  ____________

Before MURPHY and SHEPHERD, Circuit Judges, and PERRY,1 District Judge.
                         ____________

MURPHY, Circuit Judge.

       Blake Marine Group, Inc. (Blake) brought this action against CarVal Investors
LLC (CarVal) and CVI GVF (Lux) Master S.A.R.L. (CVI Lux), alleging tortious
interference with Blake's contract to lease a barge and crane to a third party. The

      1
        The Honorable Catherine D. Perry, United States District Judge for the Eastern
District of Missouri, sitting by designation.
district court2 dismissed Blake's complaint as time barred after applying Alabama's
two year statute of limitations. Blake appeals, and we affirm.

                                          I.

        Blake is an Alabama corporation which was based in Alabama at all times
relevant to this case.3 CarVal is a Delaware LLC based in Minnesota, and CVI Lux
is a related entity organized under Luxembourg law. CVI Lux is also a shareholder
of Oceanografia, S.A. de CV (Oceanografia), a Mexican company which provides
offshore support services to oil companies.

       On January 23, 2009 Blake entered into a charter agreement to lease a barge to
Oceanografia for $40,000 per day. The barge was equipped with a crane to be
installed on one of Oceanografia's offshore vessels for use in performing its contract
with an oil company. On January 29 CarVal emailed Oceanografia from its
Minnesota offices and directed it to terminate the charter agreement, asserting that
CVI Lux had not consented to that charter as required by its shareholder agreement.
Oceanografia terminated the charter later that day.

       In January 2013 Blake sued CarVal in New York state court for tortious
interference with the charter agreement after learning that CarVal had leased its own
vessel to Oceanografia. Blake later voluntarily dismissed that suit and brought this
action in the federal district court in Minnesota in January 2015, asserting a similar
tortious interference claim against both CarVal and CVI Lux. CarVal and CVI Lux
then filed a motion to dismiss which the district court granted after concluding that
Alabama's two year statute of limitations barred Blake's claim. The court explained


      2
      The Honorable Joan N. Ericksen, United States District Judge for the District
of Minnesota.
      3
       In 2012 Blake moved its principal place of business to Louisiana.

                                         -2-
that it had applied the Alabama statute rather than Minnesota's six year statute of
limitations because Alabama's interest in protecting its resident Blake outweighed
Minnesota's interest in compensating nonresident plaintiffs. Blake appeals.

                                           II.

                                           A.

       We review de novo the district court's dismissal of Blake's complaint, including
its choice of law analysis. Whitney v. The Guys, Inc., 700 F.3d 1118, 1123 (8th Cir.
2012). To determine the applicable limitations period we look to the choice of law
rules of the forum state, which in this case is Minnesota. Id. Under its "borrowing
statute," Minnesota applies the limitations period of the state whose substantive law
governs a claim. See Minn. Stat. § 541.31.

       To determine the state law governing Blake's claim, we apply Minnesota's three
step choice of law analysis. Whitney, 700 F.3d at 1123–24. The first two steps
inquire whether differing state laws present an "outcome-determinative" conflict and
whether each law "constitutionally may be applied to the case at hand." Id. at 1123.
The third step then requires a multifactored test to consider the "(1) predictability of
result; (2) maintenance of interstate and international order; (3) simplification of the
judicial task; (4) advancement of the forum's governmental interest; and
(5) application of the better rule of law." Id. at 1124.

       Here, the parties agree that the choice between Alabama's two year limitations
period and Minnesota's six year limitations period is outcome determinative and that
either state's law may constitutionally be applied. They also agree that the first, third,




                                           -3-
and fifth factors under step three are irrelevant to this case.4 Their arguments thus
focus on the remaining two factors—maintenance of interstate order and advancement
of the forum's governmental interest.

       The Minnesota Supreme Court has explained that the primary concern
regarding the maintenance of interstate order is "whether the application of Minnesota
law would manifest disrespect for [another state's] sovereignty or impede the interstate
movement of people and goods." Jepson v. Gen. Cas. Co. of Wisconsin, 513 N.W.2d
467, 471 (Minn. 1994). This factor is relevant in tort suits where there is evidence of
forum shopping and Minnesota has only a "remot[e] connection" to the claim.
Nesladek v. Ford Motor Co., 46 F.3d 734, 739 (8th Cir. 1995). In this case appellees
argue that Blake has engaged in forum shopping by dismissing its New York action
and refiling in Minnesota, seeking a longer limitations period. Since Minnesota is the
state where the alleged tortious interference occurred and it also is where CarVal is
based, we conclude that Minnesota "has sufficient contacts with and interest in the
facts and issues being litigated" to mitigate concerns about the disruption of interstate
order. Id. The second factor is therefore neutral. See, e.g., Hague v. Allstate Ins. Co.,
289 N.W.2d 43, 48–49 (Minn. 1978).

       The fourth factor, advancement of the forum's governmental interest, "requires
analysis not only of Minnesota's governmental interests, but also of [Alabama's]
public policy." Nesladek, 46 F.3d at 739. Blake first argues that Minnesota has an
interest in compensating tort victims which favors the application of Minnesota law.


      4
        While the predictability of result factor is irrelevant "when an action arises out
of an accident," Hughes v. Wal-Mart Stores, Inc., 250 F.3d 618, 620 (8th Cir. 2001),
the alleged tortious conduct in this case was intentional. Thus, the predictability factor
is not necessarily immaterial. See, e.g., Nw. Airlines, Inc. v. Astraea Aviation Servs.,
Inc., 111 F.3d 1386, 1394 (8th Cir. 1997) (discussing predictability of result in
defamation action). We conclude on balance that this factor does not favor
application of either Minnesota or Alabama law in this case.

                                           -4-
See Jepson, 513 N.W.2d at 472. Our court has previously explained, however, that
a state's "interest in protecting nonresidents from tortious acts committed within the
state . . . is only slight and does not support application of its law to the litigation."
Hughes v. Wal-Mart Stores, Inc., 250 F.3d 618, 621 (8th Cir. 2001). In contrast,
"[c]ompensation of an injured plaintiff is primarily a concern of the state in which
[the] plaintiff is domiciled."5 Kenna v. So-Fro Fabrics, Inc., 18 F.3d 623, 627 (8th
Cir. 1994) (quoting Bryant v. Silverman, 703 P.2d 1190, 1194 (Ariz. 1985)). Here,
Alabama's interest in compensating Blake, a resident of that state, outweighs
Minnesota's interest and favors the application of Alabama law. See Nesladek, 46
F.3d at 740 ("balance of interests" favored application of nonforum state's law where
plaintiff was resident of that state at time of injury).

        Blake contends that the application of Minnesota's six year limitations period
would better serve Alabama's interest in compensating tort victims since it would
allow more time for its claim to proceed. Blake has however not provided any
authority to show that Minnesota would apply its own law in order to promote another
state's policy interests (particularly where, as here, that state's own laws do not further
such interests). We conclude that Blake's argument misconstrues Minnesota's choice
of law rules. When analyzing the fourth choice of law factor, we determine which
state's law to apply based on "the relative policy interests of the two states." Nesladek,
46 F.3d at 739. We do not, as Blake suggests, apply whatever law we believe best
advances the interests of the state with the most significant interests at stake.

       According to Blake, Minnesota also has an interest in holding its own residents
(one of which is CarVal) accountable for any torts they commit within the state. Our
court rejected a similar argument in Hughes, however, when we concluded that a
forum state's "interest in having its product liability laws enforced against its own

      5
       Notably, the cases on which Blake relies to demonstrate Minnesota's interest
in compensating tort victims all had Minnesota plaintiffs. See Jepson, 513 N.W.2d
at 470; Danielson v. Nat'l Supply Co., 670 N.W.2d 1, 3 (Minn. Ct. App. 2003).

                                           -5-
corporate residents" did not support application of its law in that case, in which the
plaintiff was a nonresident. Hughes, 250 F.3d at 621. While Blake emphasizes that
the alleged interference here originated from CarVal's Minnesota offices, the resulting
injury occurred outside of Minnesota, and "we fail to see how any important
[Minnesota] governmental interest is significantly furthered by ensuring that
nonresidents are compensated for injuries that occur in another state." Id. (emphasis
in original). We conclude that the fourth choice of law factor favors the application
of Alabama law. Since this is the only factor which favors either state's law, the
district court did not err by applying Alabama law and dismissing Blake's claim as
time barred.

       Blake also asserts that even if the choice of law factors favor Alabama law, the
district court should have applied the "fairness exception" to Minnesota's borrowing
statute. That exception requires the application of Minnesota's statute of limitations
if the conflicting statute is "substantially different" from Minnesota's and "has not
afforded a fair opportunity to sue." Minn. Stat. § 541.33. Since Blake did not raise
this argument below, however, it is waived. See, e.g., Corn Plus Co-op. v. Cont'l Cas.
Co., 516 F.3d 674, 680 (8th Cir. 2008).

                                          B.

       Blake next contends that the district court should have applied the doctrine of
laches under its admiralty jurisdiction when assessing timeliness, but we conclude that
such jurisdiction is lacking in this case. A party invoking a district court's admiralty
jurisdiction must satisfy two requirements. First, the party must show that "the tort
occurred on navigable water or [that] injury suffered on land was caused by a vessel
on navigable water." Jerome B. Grubart, Inc. v. Great Lakes Dredge & Dock Co., 513
U.S. 527, 534 (1995). They must also show that the tort had a "potentially disruptive
impact on maritime commerce" and that the conduct resulting in the tort had a
"substantial relationship to traditional maritime activity." Id.

                                          -6-
        In this case, Blake has not shown that the alleged tort occurred on navigable
waters. For purposes of admiralty jurisdiction, a tort arises where the injury occurs.
See J. Lauritzen A/S v. Dashwood Shipping, Ltd., 65 F.3d 139, 142 (9th Cir. 1995).
Blake argues that its damages occurred at sea since appellees prevented the installation
of its crane on Oceanografia's vessel, thus interfering with Oceanografia's maritime
operations. Neither of these interests represents the financial injury Blake has alleged
in this case, however. Blake's alleged damages consist of lost future income from the
charter, but any such damages were not sustained at sea. See, e.g., Great Plains Trust
Co. v. Union Pac. R. Co., 492 F.3d 986, 993 (8th Cir. 2007) ("purely economic"
damages from breach of contract at corporate headquarters). Moreover, Blake also
seeks to recover costs it incurred in obtaining the barge, and "this portion of the
claimed damages arose solely on land at the time of [Oceanografia's] breach." J.
Lauritzen, 65 F.3d at 143. We therefore conclude that Blake has not satisfied the first
requirement for invoking federal admiralty jurisdiction and that laches does not apply.

                                          C.

       Blake finally contends that even if Alabama's limitations period applies, the
statute should have been tolled based on appellees' fraudulent concealment of the facts
underlying its claim. We disagree.

        Federal plaintiffs must plead "allegations of fraud, including fraudulent
concealment for tolling purposes . . . with particularity." Great Plains, 492 F.3d at
995. In this case, Blake has not alleged "facts which show that the [appellees]
fraudulently prevented discovery of the wrongful act on which the action is based."
Sellers v. A.H. Robins Co., 715 F.2d 1559, 1561 (11th Cir. 1983) (applying Alabama
law). To the contrary, Blake alleged that by 2010 it had learned of facts underlying
its tortious interference claim—specifically, that appellees had "intentionally and
maliciously cause[d] Oceanografia to breach the [charter agreement] and that such
facts supported" its claim. Blake thus was aware of the alleged interference for more

                                          -7-
than two years before this suit was filed, and "a limitation period is tolled only until
the plaintiff discovers . . . his cause of action." Id.; see also Serra Chevrolet, Inc. v.
Edwards Chevrolet, Inc., 850 So.2d 259, 265 (Ala. 2002) (elements of tortious
interference claim under Alabama law). Accordingly, there was no basis to toll the
two year limitations period.

                                           III.

     For these reasons we affirm the judgment of the district court dismissing the
complaint of Blake Marine Group, Inc.

                        ______________________________




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