Full opinion text
MEMORANDUM OPINION AND ORDER DENYING GRYNBERG PRODUCTION CORPORATION’S MOTION TO REMAND SCHELL, District Judge. CAME ON TO BE CONSIDERED plaintiff Grynberg Production Corporation’s (“Grynberg”) Motion to Remand, and the-court, after reviewing the Motion, the responses in opposition and the pleadings of record, is of the opinion that this Motion should be DENIED. The case underlying this removal battle is an involved and complicated dispute between Western corporations over rights to develop mineral resources located in the Republic of Kazakhstan. The weapons in this removal fight are the mountains of briefs and affidavits. The ammunition includes fraudulent joinder, procedural hurdles for removal, Texas choice of law principles, Texas tort law, Kazakhi tort law (and translations thereof), federal question jurisdiction over state law claims presenting a federal issue, federal common law governing international relations, the “act of state doctrine,” and the Erie doctrine. When the smoke clears and the dust settles, the court finds that the valid presence of a Texas defendant bars diversity removal, but the presence of several issues of the federal common law of international relations in the well-pleaded complaint allows federal question removal. OUTLINE OF CONTENTS I.BACKGROUND A. The Parties B. Factual Allegations in Grynberg’s Original Petition C. Grynberg’s Causes of Action II.PROPRIETY OF REMOVAL ON DIVERSITY OF CITIZENSHIP GROUNDS A. British Gas and Gregory Must Establish Fraudulent Joinder of Both Gregory and TransWorld to Remove on Diversity Grounds 1. Citizenship of Gregory and Trans-World bars diversity removal 2. Bñtish Gas and Gregory allege fraudulent joinder of Gregory and Trans-World B. Gregory Was Not Fraudulently Joined because Grynberg Has at least Some Possibility of Recovery against Gregory on at least One Claim 1. Grynberg’s Original Petition simply fails to allege the breach of tort duty claims against Gregory 2. Grynberg’s Original Petition fails to allege a conversion claim against Gregory 3. Grynberg’s Original Petition does allege fraud against Gregory a. The alleged failure to satisfy Fed.R.Civ.P. 9(b) will not prevent consideration of the fraud claim b. Grynberg’s Original Petition satisfies Fed.R.Civ.P. 9(b) 4. Texas law permits recovery against Gregory individually for fraud a. In Texas, agents are individually liable for the torts they commit b. Grynberg’s claim is not merely an estoppel claim 5. Even if Kazakhi law absolutely precludes recovery against Gregory, the chance that Texas law could apply makes joinder nonfraudulent a. Under Texas choice of law principles, Kazakhstan law is likely to govern this transaction b. The possibility that Texas law applies to the issue of employee tortfeasor liability makes joinder nonfraudulent i. Which law governs is an ambiguous question of law ii. The significance of the Texas contacts to the issue of employee tortfeasor liability could realistically outweigh the significance of the Kazakhstan contacts 6. Even if Kazakhi law necessarily applies, British Gas and Gregory have failed to establish that there is no possibility of recovery III.REMOVAL ON THE BASIS OF FEDERAL QUESTION A. Federal Jurisdiction Exists if Gryn-berg’s Well-Pleaded State Law Claims Contain a Substantial Federal Issue 1. Federal question jurisdiction extends to state law claims with a substantial federal issue 2. Federal issues in a state law cause of action must be essential elements of the “well-pleaded complaint” 3. The Original Petition’s assertion that no federal issues are presented is not controlling B. The Notice of Removal was Adequate 1. The notice of removal adequately stated grounds for removal 2. British Gas and Gregory have not asserted “new grounds” for removal C. Federal Question Jurisdiction Exists if a Question of International Relations Appears in Well-Pleaded State Law Claims 1. State law claims raising issues of international relations implicate federal common law for federal question jurisdiction purposes 2. Questions of international relations are almost always “substantial” in Smith-type cases D. Essential Elements of Some of Gryn-berg’s State Law Claims, if Well-Pleaded, Turn on the Resolution of Federal Common Law Governing Foreign Relations 1. The well-pleaded complaint rule forecloses federal jurisdiction over the breach of contract claim and the breach of tort duty claims 2. Grynberg’s well-pleaded claims for specific performance and other injunc-tive relief present issues of federal common law governing international relations a.Grynberg- seeks equitable relief to obtain the rights in the Karachaganak Field b. The basic remedy of specific performance requires allegations that depend upon the application of federal common law governing international relations c. A well-pleaded claim for injunction under Texas law requires allegations that depend upon the application of federal common law governing international relations i To state a claim for injunction in Texas, a well-pleaded petition must negative all reasonably inferable hypotheses which could prevent relief ii. Unequivocally, Texas state law alone determines what is and what is not necessary to state a claim for purposes of the “well-pleaded complaint” rule Hi. To negative all reasonable inferences and hypotheses which might be fatal to injunctive relief, Grynberg’s Original Petition must raise three substantial issues of international law d.The well-pleaded complaint rule means that the failure of Grynberg’s Original Petition to raise these international relations issues does not defeat federal jurisdiction e.Federal question jurisdiction exists over an alternatively pleaded federal claim 3.Grynberg’s well-pleaded conversion claim must allege issues of federal law governing international relations a. Conversion requires “unlawful and unauthorized” dominion over personal property in which Grynberg had an interest b. To establish an “unlawful and unauthorized” dominion, Grynberg must allege issues of federal international relations law c.Grynberg must allege questions of international law to allege that it has an interest in the converted property E.Supplemental Jurisdiction Exists over All Other Claims and Parties in this Case IV. CONCLUSION I. BACKGROUND A. The Parties Grynberg Production Company, plaintiff, is a corporation incorporated in Colorado and with a principal place of business in Colorado. Jack Grynberg and Celeste Grynberg are its board of directors. Jack Grynberg is its principal shareholder. TransWorld Resources Corporation (“TransWorld”), defendant, is a Colorado corporation with its principal place of business in Colorado. Coincidentally, Jack Grynberg and Celeste Grynberg are its board of directors. Jack Grynberg is its principal shareholder. It shares a business office with Grynberg Production Company. British Gas, defendant, is a British corporation with its principal place of business in Britain. Jack L. Gregory, defendant, is a citizen of Texas. He is an employee of British Gas. British Petroleum Exploration Operating Company (“BP”), defendant, is a British corporation with its principal place of business in Britain. Atlantic Richfield Company (“ARCO”), defendant, is a Delaware corporation with its principal place of business in California. B. Factual Allegations in Grynberg’s Original Petition This case involves a dispute between oil and gas exploration firms over rights to develop promising oil and gas fields in the Republic of Kazakhstan. Grynberg’s Original Petition alleges the following facts. Grynberg is a small oil and gas exploration and production firm located in Colorado. During the 1980s, Grynberg recognized that the long term control over mineral resources in the Soviet Union would eventually devolve from the central Soviet government in Moscow and toward the individual republics. Grynberg began to develop business and political contacts within the republics in anticipation that the republics would ultimately hold the keys to the rich, proven, but as yet untapped hydrocarbon reserves. In particular, Grynberg developed contacts within the Soviet Republic of Kazakhstan. At the end of 1989 and beginning of 1990, Grynberg focused its efforts on obtaining concessions in the Pricaspian Basin in northwestern Kazakhstan, and persuading other oil and gas exploration firms to form a consortium to jointly develop the hydrocarbon potential of the Pricaspian Basin. According to Grynberg, in April of 1990, the president of Kazakhstan privately told Jack Grynberg, the company’s president, that he was assured of a major hydrocarbon award. Consequently, Grynberg intensified its efforts to form a consortium. Grynberg’s intent was to have each participating company sign separate agreements with Grynberg that would define the Kazakhi portion of the Pricaspian Basin as an Area of Mutual Interest (“AMI”), give each company a right to participate in any opportunity in the AMI, and require that each company contribute a pro rata share to finance Grynberg’s capital contribution. Repayment would be solely out of production. In May 1990, Grynberg and British Petroleum Exploration Operating Company, Ltd., (“BP”), executed such an agreement. In June, the Republic of Kazakhstan issued a formal protocol authorizing Grynberg to undertake geological studies and to eventually explore and develop the Pricaspian Basin. Also in June 1990, Kazakhi officials came to the United States for business discussions with prospective consortium members. At a dinner in Houston, Texas, Jack Gregory told Jack Grynberg on behalf of British Gas that British Gas had agreed to participate in the consortium. Three days later in California, Kazakhi officials informed Grynberg of a little known but extremely promising prospect in the AMI called the Karachaganak Field. Grynberg suggested to the officials that British Gas would be an ideal operator, and then informed British Gas of the vast potential of the Karachaganak Field. Two days after the that, the Kazakhi government issued a second protocol formally approving the formation of the consortium by Grynberg. In August 1990, British Gas and Grynberg formally entered into an agreement. The agreement defined the AMI, and provided that of any opportunity awarded in the AMI, British Gas would receive 15%, Grynberg would receive 20%, and other parties would receive the remaining 65%. British Gas would finance 18.875% of Grynberg’s interest. Of the remaining 65%, 40% would become BP’s, and the leftover 25% has to be assigned to new subscribers as a condition precedent of the agreement. The agreement between British Gas and Grynberg contained the following clause: “Should this equity remain unallocated after a reasonable period of time then the attached agreement shall be null and void.” Prior to signing, Jack Grynberg asked Jack Gregory what “reasonable period of time” meant. Gregory represented that it meant any time prior to a Kazakhi award of a major hydrocarbon interest. In addition, British Gas made clear its preference that Grynberg should not seek new members to allocate the leftover 25%, but instead should work on those already members of the prospective consortium. Subsequently, Grynberg persuaded ARCO to take 15% of the unassigned interest. The remaining 10% was reserved for Maraven, a Venezuelan corporation, due to its prior participation in the consortium efforts. British Gas told Grynberg that when all 100% was allocated, the parties should meet and universalize the AMI agreement. British Gas further represented that it would do so as soon as the parties were finalized. Unbeknownst to Grynberg, however, British Gas allegedly was secretly pursuing its own designs on the AMI, using the confidential information obtained from Grynberg. A series of meetings between the Kazakhis, Grynberg, and Maraven were scheduled for October 1990 in Kazakhstan. Grynberg persuaded the Kazakhis to permit British Gas to attend. Grynberg arranged meetings between top representatives of British Gas, including Jack Gregory and the Kazakhis, and Grynberg also facilitated easy entry into Kazakhstan. While there, British Gas allegedly held private meetings with the Kazakhis, and excluded Grynberg and Maraven. A secret protocol was signed. British Gas repeatedly refused to divulge to Grynberg either the protocol or the nature of its contents. Instead, Gregory and others repeatedly assured Grynberg that the AMI agreement sufficiently protected Grynberg’s interest. On November 21, 1990, Maraven declined participation in the consortium. Many other companies in and out of the prospective consortium had expressed interest in taking Ma-raven’s unallocated 10% interest. On November 22,1990, British Gas wrote Grynberg to confirm that British Gas wanted the agreement finalized. On November 29,1990, without any warning, British Gas declared that “a reasonable period of time” had elapsed and the AMI agreement was null and void due to the remaining unallocated 10%. The same day, Grynberg executed an agreement with TransWorld allocating the remaining 10%. Subsequently, British Gas used the confidential information it acquired from Gryn-berg to develop the AMI. British Gas formed a joint venture with AGIP, an Italian government-owned company, to compete against Grynberg for the Karachaganak Field. Only parties with protocols with Kazakhstan were permitted to submit tenders for interests, and British Gas could not have done so but for Grynberg’s efforts. The central government in Moscow essentially collapsed in December 1991, and power devolved to the individual republics. In July 1992, the Republic of Kazakhstan awarded all rights to explore and develop the Karachaga-nak Field to British Gas/AGIP. British Gas/ AGIP received the official award of the concession, have made a downpayment, and are finalizing the lease and concession documents. At no time has British Gas conveyed a 20% interest in the Karachaganak Field under the terms of the AMI agreement. C. Grynberg’s Causes of Action Grynberg filed suit in Texas state district court in Jefferson County, Texas against British Gas, Jack Gregory, ARCO, BP, and TransWorld. Jack Gregory and British Gas removed. In the Original Petition, Grynberg asserts several claims against the defendants. First, Grynberg asserts a breach of contract claim against British Gas alone for its breach of the AMI agreement. Grynberg seeks money damages, specific performance, or an injunction requiring British Gas to convey all of its interest to Grynberg. Grynberg asserts tort claims of breach of fiduciary duty, breach of the duty of good faith and fair dealing, and breach of the duty of confidence. Due to their similarity, these claims will be referred to as “the breach of tort duty” claims. Grynberg also alleges fraud and conversion against British Gas and Jack Gregory. Finally, Grynberg seeks declaratory relief against British Gas, BP, ARCO, and TransWorld declaring the parties rights with respect to the Karachaganak Field. British Gas and Gregory removed this action to this court. Removal is generally permitted where the plaintiffs complaint could have originally been filed in federal court. 28 U.S.C. § 1441(a). The defendants claim both diversity of citizenship jurisdiction under 28 U.S.C. § 1332 and federal question jurisdiction under 28 U.S.C. § 1331. II. PROPRIETY OF REMOVAL ON DIVERSITY OF CITIZENSHIP GROUNDS A. British Gas and Gregory Must Establish Fraudulent Joinder of Both Gregory and TransWorld to Remove on Diversity Grounds 1. Citizenship of Gregory and Trans-World bars diversity removal Jurisdiction under § 1332 must be complete; each plaintiff must be diverse from each defendant. Strawbridge v. Curtis, 3 Crunch (7 U.S.) 267, 2 L.Ed. 435 (1806). In addition, even if diversity jurisdiction is present, removal on the basis of diversity is prohibited if one of the defendants who is properly served and joined is a citizen of the state in which the action is brought. 28 U.S.C. § 1441(b). In this case, these rules create impediments to removal on diversity grounds. Grynberg, a plaintiff in the declaratory judgment action, and TransWorld, a defendant in the same action, are both citizens of Colorado. Jack Gregory, a defendant in the tort claims, is a citizen of Texas, the forum state. 2. Britisk Gas and Gregory allege fraudulent joinder of Gregory and Trans-World The removing defendants seek to avoid these impediments to removal by arguing that the joinder of TransWorld and Gregory in this lawsuit is “fraudulent,” and therefore should be ignored for purposes of determining jurisdiction and removability. First, the removing defendants argue that Grynberg has no possibility of recovery against Gregory for the fraud, conversion, and breach of tort duty claims. Second, they argue that TransWorld is improperly aligned or fraudulently joined as a defendant in the declaratory judgment action. TransWorld has the same board of directors, principal stockholder, and business address as Grynberg. “The removing party bears the burden of demonstrating fraudulent joinder.” Carriere v. Sears, Roebuck, & Co., 893 F.2d 98, 100 (5th Cir.), cert. denied, 498 U.S. 817, 111 S.Ct. 60, 112 L.Ed.2d 35 (1990). Fraudulent joinder must be established by clear and convincing evidence. Parks v. New York Times Co., 308 F.2d 474, 478 (5th Cir.1962), cert. denied, 376 U.S. 949, 84 S.Ct. 964, 11 L.Ed.2d 969 (1964). The standard for determining whether a particular joinder is fraudulent is well established: After all disputed questions of fact and all ambiguities in the controlling state law are resolved in favor of the nonremoving party, the court determines whether that party has any possibility of recovery against the party whose joinder is questioned. Carriere, 893 F.2d at 100. B. Gregory Was Not Fraudulently Joined because Grynberg Has at least Some Possibility of Recovery against Gregory on at least One Claim This court finds that the joinder of Gregory is not fraudulent on at least the fraud claim, and therefore removal of the entire action on diversity grounds is improper. It is unnecessary to decide whether TransWorld was fraudulently joined or improperly aligned as a defendant in the declaratory judgment action. At the outset, the court acknowledges the choice of law problem involved in this case. Many of the events in this lawsuit occurred in the Republic of Kazakhstan. The choice of law issue is central because which law governs may determine whether Grynberg has any possibility of recovery against Gregory. At first, both sides in this removal dispute examined Grynberg’s claims against Gregory under Texas law. Eventually, both sides addressed the applicability and effect of Kazakhi law. This court will: (1) examine whether some of the claims against Gregory were even alleged at all in the Original Petition; (2) examine under Texas law those claims it believes were alleged against Gregory; and (3) analyze both the correctness and relevance of the removing defendants’ claim that Kazakhi law precludes recovery against a employee who commits tortious acts in the course of his or her employment. The court believes that the Original Petition simply fails to allege a cause of action against Gregory for conversion or for the breach of tort duty. The court does find that the fraud claim is alleged against Gregory. This court ultimately concludes the following as to the fraud claim: (1) Texas law permits recovery against Gregory for fraud; (2) even if Kazakhi law did absolutely preclude recovery against Gregory, the choice between Texas and Kazakhi law is in itself an ambiguous question of law to be resolved in Grynberg’s favor; (3) Kazakhi law does not absolutely preclude any possibility of recovery against Gregory. 1. Grynberg’s Original Petition simply fails to allege the breach of tort duty claims against Gregory Regardless of whether Texas or Kazakhi law applies to Grynberg’s claims against Gregory, however, Grynberg has not demonstrated any possibility of recovery against Gregory as to the breach of fiduciary duty claims, breach of confidence claims, and the breach of the duty of good faith and fair dealing claims. With respect to those claims, Gregory was acting as the agent of British Gas. Grynberg is certainly correct in its assertion that Texas law permits recovery against an agent who commits torts, even if those torts are committed on behalf of a principal. See, e.g., Leyendecker & Assocs., Inc. v. Wechter, 683 S.W.2d 369, 375 (Tex.1984). The petition, however, simply fails to allege that Gregory committed any of these torts. Paragraphs 36 through 38 of the original petition read: C. Breach of Fiduciary Duty (Against British Gas and Gregory) 36. Because of the high degree of trust and confidence inherent in the relationship between Grynberg and British Gas in the attempt to obtain a concession from the Government of Kazakhstan, and because of the nature of the agreement between the parties, British Gas owed Grynberg a fiduciary duty. By its actions stated above, British Gas, through the actions of Gregory and others, breached its fiduciary duty to Grynberg. 37. Because of British Gas’s breach of fiduciary duty, Grynberg has been damaged by the loss of its interests in the Karachaganak Field. Grynberg is therefore entitled to all actual damages proximately caused by British Gas’s breach of fiduciary duty. 38. Furthermore, Grynberg alleges that British Gas’s breach of fiduciary duty was committed knowingly, intentionally, willfully, wantonly, maliciously, and with a conscious disregard for the rights and welfare of Grynberg. Grynberg is therefore entitled to punitive damages against British Gas and Gregory. (emphasis added). The allegations for breach of the duty of good faith and fair dealing and breach of confidence allege breaches of different duties, but they essentially track this language. Nowhere is it alleged that Gregory owed any of these duties to Grynberg. In addition, there is no allegation that Gregory breached any of these duties. In each ease, it is British Gas who is alleged to have breached a duty it owed to Grynberg. The only reference to Gregory is that his actions precipitated a breach and that Grynberg is entitled to punitive damages. Precipitating a breach of a duty one is not alleged to owe cannot possibly result in liability. Furthermore, there is no allegation that Gregory acted intentionally in precipitating such a breach. The mere mention of a defendant’s name in the context of an allegation cannot, by itself, allege a claim against him or her. These tort claims will therefore be ignored for purposes of determining the propriety of removal. 2. Grynberg’s Original Petition fails to allege a conversion claim against Gregory As to the conversion claim, the court also finds that no claim is alleged against Gregory. The removing defendants put much stock in the rule that real property cannot be the subject of a conversion action. Rodriguez v. Dipp, 546 S.W.2d 655, 658 (Tex.Civ.App. — El Paso 1977, writ ref d n.r.e.). It would appear that Texas law, at least, recognizes conversion of intangible contract rights even when the subject of the contract relates to real property. See, e.g., Prewitt v. Branham, 643 S.W.2d 122, 123 (Tex.1983) (conversion of lessee’s rights in lease document); Watts v. Miles, 597 S.W.2d 386, 387-88 (Tex.Civ.App.—San Antonio 1980, no writ) (conversion of stock certificates that were never issued). However, there appears to be no allegation that Gregory personally committed conversion.' The petition asserts a claim for conversion “Against British Gas and Gregory” but then states as follows: 48. As shown by the facts alleged above, British Gas, through the acts of Gregory and others, converted interests rightfully belonging to Grynberg. Some of those interests have been transferred to AGIP. 49. As a result of British Gas’s conversion of contractual and property interests belonging to Grynberg, Grynberg has suffered actual damages and is entitled to recovery of such damages. 50. Furthermore, Grynberg alleges that British Gas and Gregory’s acts of conversion were committed knowingly, intentionally, willfully, wantonly, maliciously, and with conscious disregard for the rights and welfare of Grynberg. Therefore, Grynberg is entitled to punitive damages. (emphasis added). Aside from the reference to “Gregory’s acts of conversion,” there is simply no allegation that Gregory personally converted anything, and there is no allegation that Gregory’s acts of conversion caused any damage to Grynberg. In each case, it is British Gas who did the converting. The court finds the pleadings simply insufficient to allege a cause of action against Gregory. 3. Grynberg’s Original Petition does allege fraud against Gregory The court may be overly technical in its scrutiny of the breach of tort duty claims and the conversion claim. In any event, Gryn-berg’s fraud allegation against Gregory is a different matter. The petition specifically charges Gregory with commission of fraud. It alleges that Grynberg relied on the misrepresentations of Gregory and that Gregory knew and intended such reliance, and Gryn-berg suffered a detriment thereby. The removing defendants argue that the fraud allegation against Gregory fails to satisfy Fed. R.Civ.P. 9(b) in that it is not plead with sufficient particularity. a. The alleged failure to satisfy Fed.R.Civ.P. 9(b) will not prevent consideration of the fraud claim Fed.R.Civ.P. 9(b) requires a plaintiff to plead fraud allegations with particularity. The failure to satisfy Rule 9(b) does not mean that the court should ignore altogether a claim of fraud. The removing defendants cite to no case (nor has the court found one) in which the particularity requirements of Rule 9(b) were used to invalidate a fraud claim which would otherwise prevent removal. It seems odd to encumber a plaintiff who originally filed in state court with the burden of satisfying a technical federal pleading rule in order to obtain a remand. This is especially true since the propriety of remand is determined only at the time that the petition for removal is filed, Brown v. Southwestern Bell Tel. Co., 901 F.2d 1250, 1254 (5th Cir.1990), permitting no amendment to satisfy Rule 9(b). Moreover, the appropriate remedy for Rule 9(b) violations is rarely dismissal. Massey-Ferguson, Inc. v. Bent Equipment Co., 283 F.2d 12, 15 (5th Cir.1960). This leaves much room to doubt the proposition that the court should ignore fraud allegations that do not satisfy Rule 9(b). b. Grynberg’s Original Petition satisfies Fed.R.Civ.P. 9(b) In any event, the court believes that the allegations in Grynberg’s petition satisfy Rule 9(b). Grynberg alleges that it was Gregory who represented to Grynberg British Gas’s desire to participate in the consortium. Grynberg alleges that it was Gregory who specifically represented that the phrase “reasonable period of time” in the AMI agreement meant anytime before a major hydrocarbon award. Grynberg alleges that it was Gregory who participated in the secret meetings in Kazahkstan in October, 1990. Allegedly, Gregory knew the contents of the secret protocol and nevertheless reassured Grynberg that everything was all right. Grynberg’s petition contains a detailed history of the alleged fraud. In sum, Grynberg’s allegation of fraud satisfies Rule 9(b). 4. Texas law permits recovery against Gregory individually for fraud a. In Texas, agents are individually liable for the torts they commit Assuming Texas law governs the fraud claim, then it is clear that there is a “possibility of recovery” against Gregory. The general rule in Texas is that an individual is liable for the torts he or she commits, even if he or she is acting as an agent. Leyendecker, 683 S.W.2d at 375. An agent who acts with fraudulent intent can be individually liable for fraud. Cameron v. Terrell & Garrett, Inc., 599 S.W.2d 680, 682 (Tex. Civ.App.—Fort Worth 1980), rev’d on other grounds, 618 S.W.2d 535 (Tex.1981); Dr. Salsbury’s Labs. v. Bell, 386 S.W.2d 341, 343 (Tex.Civ.App.—Dallas 1964, writ dism’d). b. Grynberg’s claim is not merely an estoppel claim The removing defendants also assert in a footnote that Grynberg’s claims against Gregory amount only to an affirmative claim of estoppel. In Texas, estoppel is not an independent cause of action. Crowder v. Tri-C Resources, Inc., 821 S.W.2d 393, 397 (TexApp.—Houston [1st Dist.] 1991, no writ). It is true that Grynberg alleges that much of what Gregory and British Gas did could, if true, estop British Gas from relying on the “reasonable time” clause of the AMI agreement. But pleading estoppel does not thereby preclude Grynberg from also pleading fraud. Grynberg also pleads fraud. The removing defendants seemingly base their argument on the theory that the only actionable fraud in Texas is fraudulent inducement to contract. But Texas law does not restrict recovery for fraud only to those plaintiffs who are fraudulently induced to contract; Texas only requires reliance by the plaintiff that causes injury. Eagle Properties, Ltd. v. Scharbauer, 807 S.W.2d 714, 723 (Tex.1990); see also, Bradford v. Thompson, 460 S.W.2d 932, 936 (Tex.Civ.App.—Tyler 1970) (reliance in a fraud case can manifest itself as entering into a contract or otherwise acting to one’s hurt), rev’d on other grounds, 470 S.W.2d 633 (Tex.1971), cert. denied, 405 U.S. 955, 92 S.Ct. 1174, 31 L.Ed.2d 232 (1972). 5. Even if Kazakhi law absolutely precludes recovery against Gregory, the chance that Texas law could apply makes joinder nonfraudulent a. Under Texas choice of law principles, Kazakhstan law is likely to govern this transaction As will be shown below, the removing defendants contend that the law of Republic of Kazakhstan precludes recovery against employee tortfeasors acting within the course and scope of their employment. And, quite probably, this court would apply Kazakhi law to many of the events in this ease. A federal court sitting in diversity applies the choice of law rules of ’the forum state. Klaxon v. Stentor Electric Co., 313 U.S. 487, 61 S.Ct. 1020, 85 L.Ed. 1477 (1941). Except in contract cases involving a choice of law clause, Texas applies the “most significant relationship” test to all civil cases to determine which law applies. Duncan v. Cessna Aircraft Co., 665 S.W.2d 414 (Tex. 1984) (contract); Gutierrez v. Collins, 583 S.W.2d 312 (Tex.1979) (tort). “[T]he number of contacts with a particular state [or country] is not determinative. Some contacts are more important than others because they implicate state policies underlying the particular substantive issue. Consequently, selection of the applicable law depends on the qualitative nature of the particular contacts.” Duncan, 665 S.W.2d at 421. At first blush, it seems likely that Kazakhi law would govern most or all of the claims asserted by Gryn-berg against Gregory. Many of the allegedly tortious acts took place in Kazakhstan, and the situs of the mineral property is in Kazakhstan. b. The possibility that Texas law applies to the issue of employee tortfeasor liability makes joinder nonfraudulent i. Which law governs is an ambiguous question of law The court assumes for the moment that employee tortfeasors are not hable under Kazakhi law. If Kazakhi law applied, joinder of Gregory would then be fraudulent because the removing defendants would have established that Grynberg has no possibility of recovery against Gregory. The removing defendants cite to the case of Cabalceta v. Standard Fruit Co., 883 F.2d 1553, 1562 (11th Cir.1989), in which the Eleventh Circuit held that claims of fraudulent joinder should be analyzed under the law selected under the applicable choice of law rules. Such a resolution, however, ignores the fact that the choice between Texas and Kaza-khi law is in itself a question of law. Duncan, 665 S.W.2d at 421 (“the question of which state’s law will apply is one of law”). All ambiguities in the controlling state law are resolved in favor of Grynberg. Carriere, 893 F.2d at 100. Under Klaxon, Texas choice of law rules are therefore the controlling state law. And as Duncan holds, sheer number of contacts is not dispositive; the quality of those contacts must be analyzed in light of how much they implicate the particular state’s interest. 665 S.W.2d at 421; accord Mitchell v. Lone Star Ammunition, Inc., 913 F.2d 242, 249 (5th Cir.1990). Duncan requires that the court undertake a separate choice of law inquiry as to each issue in dispute, focusing on the interests as they relate to that particular issue. 665 S.W.2d at 421. Thus, separate issues in the same cause of action may warrant separate treatment. Given the imprecise nature of many of these determinations, choosing which law governs can be a vague and ambiguous process. ii The significance of the Texas contacts to the issue of employee tortfeasor liability could realistically outweigh the significance of the Kazakhstan contacts Here, the precise issue is whether employee tortfeasors acting in the course of their employment in an organization are liable. The removing defendants argue, and the court assumes for the moment, that Kazakhi law does not permit tort recovery against employees acting in the course of their employment but instead only allows recovery against the organization. Therefore, to prevail, the removing defendants will have to establish that there is no possibility under the most significant relationship test that Texas law would apply to the specific issue of employee tortfeasor liability, even if it were perfectly clear that Kazakhi law would govern most or all other aspects of the transaction. The identifiable Kazakhi governmental interest in only allowing recovery against the organization seems to be geared toward protecting individuals from ruinous liability stemming from the performance of their duties. The rule of no liability for employees may reflect a Kazakhi desire that all damage inflicted by employees should be borne by the organization that employs them. From what the court can discover about the Kaza-khi scheme of compensation, the organization can then seek indemnity from the employee but only in limited amounts per month or in other special situations. Encyclopedia of Soviet Law 482 (F.J.M. Feldbrugge et al. eds., 1985). (A Soviet legal expert of British Gas contends that Kazakhstan inherited much of the Soviet Civil Code). This again indicates a Kazakhi interest in avoiding ruinous liability- Obviously, this Kazakhi rule of law (if indeed this is the rule) tries to protect the welfare of Kazakhi employees and encourages Kazakhi employers to strictly monitor employee activities. Gregory is a Texas resident, and his employer is a British corporation. The Kazakhi interest in protecting Gregory from ruin is very slight or nonexistent. The Kazakhi interest in policing the activities of British Gas is stronger, but that interest is furthered by the Kazakhstan rule that makes organizations liable. That Kaza-khi interest is not furthered significantly by simultaneously exempting from liability the employees of foreign corporations. In contrast, Texas has a strong interest in ensuring that its residents do not perpetuate fraud on its own residents or anyone else. To further that interest, Texas has chosen not to insulate its residents from liability. To do otherwise would enable Texas residents to hide behind the corporate veil and discourage responsible individual behavior. Although Grynberg is a Colorado citizen, Texas has at least some interest in ensuring those wronged by fraud should not be deprived of a defendant simply because the tortfeasor happens to work for someone else. Therefore, as to what law governs the issue of whether employee tortfeasors are liable, it is certainly possible that Texas law would apply. This court emphasizes that it has not decided that Texas law governs the issue of liability of employee tortfeasors. Instead, it has merely acknowledged that there are plausible arguments in favor of the application of Texas law. Consequently, the ambiguous choice of law question resolves in Gryn-berg’s favor. Because the removing defendants have not demonstrated that there is no possibility of recovery under Texas law (indeed the opposite is true), joinder of Gregory on the fraud claim is not improper. 6. Even if Kazakhi law necessarily applies, British Gas and Gregory have failed to establish that there is no possibility of recovery Even if the removing defendants are correct in asserting that Kazakhi law necessarily governs the issue of employee liability, they have not demonstrated that Grynberg has fraudulently joined Gregory. British Gas and Gregory bear the burden of showing no possibility of recovery under Kazakhi law. The only basis for fraudulent joinder they assert is their claim that Kazakhi law does not permit recovery against employee tort-feasors acting in the course and scope of employment. This court has considered two sources of the Kazakhi law of employee tortfeasors. The first source of Kazakhi law is contained in the “Supplemental Affidavit in Support of Defendants’ Opposition to Plaintiffs Motion to Remand.” This is an affidavit of Yuri Grigoryevich Basin, who purports to be an expert in Kazakhi and Soviet law. Basin renders an opinion as to whether “the courts of Kazakhstan recognize a cause of action against an individual who commits tortious (including fraudulent) acts in the course of performance of his employment.” Basin analyzes Article 443 of the Kazakhstan Civil Code. Basin concludes that there is only a cause of action against the employer and not against the employee. To determine foreign law, the court may consider testimony that is otherwise inadmissible under the Federal Rules of Evidence. Fed.R.Civ.P. 44.1. The second source of Kazakhi law is the court’s own research. The affidavit of Basin and the court’s own research do not erase the possibility of recovery against Gregory under Kazakhstan law. The court makes the following observations about Basin’s affidavit and its own research of Kazakhstan law: 1. Basin’s statement that there is no possibility of recovery against an employee who commits tortious acts in the course of employment is wholly conclusory. 2. Basin’s sole support for the proposition that the cause of action for tortious acts rests solely against the employer is based on a Soviet Supreme Court case of negligence, not fraud, and there is no indication that a Kazakhstan court would necessarily not make an exception for fraud. Moreover, according to another affidavit of Basin attached as Exhibit 1 to the “Motion of Defendant British Gas to Dismiss or, in the Alternative, for Summary Judgment,” Article 53 of the Kazakhi Civil Code: allows a party to submit a claim seeking annulment of the transaction to which such party agreed based on a false representation. In the event of such annulment, the ■party guilty of fraud shall return to the affected party all assets obtained through fraud or, if such return is not possible, to compensate the affected party for the value of the assets obtained through fraud, (emphasis added). Nowhere is it demonstrated that the specific fraud rule which appears to create individual liability is superseded by the more general tort rule that exempts employees from liability. 3. That same Soviet Supreme Court case that holds that individuals are not liable for tortious acts in the course of employment was decided under Soviet law, not Kazakhi law. Although Basin claims that Article 443 is identical to the Soviet provision, there is no assertion that Soviet Supreme Court decisions are binding on Kazakhi courts. The Republic of Kazakh wields independent sovereign authority and could interpret Article 443 differently than the Soviets interpreted an identical provision. One would have to overlook the American judicial experience to conclude that there is “no possibility” that courts of different sovereigns might interpret identically worded statutory provisions differently. American law is replete with examples of where identically worded state and federal constitutional and statutory provisions are construed differently. The possibility that there could be a different interpretation is buttressed by the fact that a lower Soviet court held that the Soviet provision did permit recovery against the employees under the Soviet provision. 4. The text of the Soviet code provisions themselves strengthen the possibility that a Kazakhi court could interpret the Kazakhi version differently. Article 444 of the Russian Soviet Federated Socialist Republic Civil Code in part read, “Harm caused to the person or property of an individual citizen and harm caused to an organization shall be subject to indemnification by the person causing the harm in full, with the exception of cases provided for by USSR legislation.” GK RSFSR art. 444, reprinted and translated in Legislative Acts of the USSR, (Progress Publishers 1988). Article 445 stated “An organization shall indemnify harm inflicted through the fault of its workers in the performance of their official duties.” Id. art. 445. Article 444 would impose liability on Gregory. Article 445 only purports to make British Gas vicariously liable for Gregory’s actions. Apparently, in interpreting these provisions, the Soviet Supreme Court may have found that Article 445 impliedly excluded the liability created by Article 444. That may well be a plausible interpretation, but it is not the only one. Indeed, a plain reading of Article 445 suggests that, as a vehicle of vicarious liability, it is merely additive to the liability of Article 444. There is no telling what the canons of statutory construction were in the former Soviet Union. There is also no telling what they are in the Republic of Kazakhstan. Room enough exists to conclude that a Kazakhi court could construe these provisions differently. Therefore, the court finds that there is at least some possibility of recovery against Gregory on the fraud claim. The joinder of a resident defendant prevents removal of an action if removal is on the basis of diversity. 28 U.S.C. 1441(b). The court therefore finds it unnecessary to decide whether Trans-World, a corporation with the same citizenship (as well the same mailing address, ownership, and officers) as the plaintiff is fraudulently joined or improperly aligned as a defendant in the declaratory judgment action. III. REMOVAL ON THE BASIS OF FEDERAL QUESTION The removing defendants also claim that removal is proper on the basis of federal question. Section 1331 of Title 28 grants the district court original jurisdiction over claims “arising under the Constitution, laws, or treaties of the United States.” Section 1441(b) permits removal on the basis of federal question jurisdiction without regard to the citizenship of the parties. The nutshell of the removing defendants’ argument is that Grynberg’s specific performance, injunction, and conversion claims present issues affecting international relations. Issues of international relations are incorporated into federal common law, which presents a federal question under § 1331. A. Federal Jurisdiction Exists if Gryn-berg’s Well-Pleaded State Law Claims Contain a Substantial Federal Issue 1. Federal question jurisdiction extends to state law claims unth a substantial federal issue All attempts have failed to frame “a single, precise definition for determining which cases fall within, and which cases fall outside, the original jurisdiction of the district courts.... [T]he phrase ‘arising under’ masks a welter of issues regarding the interrelation of federal and state authority and the proper management of the federal judicial system.” Franchise Tax Bd. v. Construction Laborers Vacation Trust for Southern Cal., 463 U.S. 1, 8, 103 S.Ct. 2841, 2845-46, 77 L.Ed.2d 420 (1983). The most common definition of “arising under” is Justice Holmes’ statement that “[a] suit arises under the law that creates the cause of action.” American Well Works Co. v. Layne & Bowler Co., 241 U.S. 257, 260, 36 S.Ct. 585, 586, 60 L.Ed. 987 (1916). British Gas and Gregory do not contend that any of Grynberg’s claims are creatures of federal law. Holmes’ statement, however, does not delimit the totality of federal questions. Instead, it is a principle of inclusion rather than exclusion. Franchise Tax Bd., 463 U.S. at 9, 103 S.Ct. at 2846. In Smith v. Kansas City Title & Trust Co., 255 U.S. 180, 41 S.Ct. 243, 65 L.Ed. 577 (1921), the Supreme Court held that a claim arises under federal law when the vindication of a state law right necessarily turns on the resolution of a substantial issue of federal law. Accord Merrell Dow Pharmaceuticals, Inc. v. Thompson, 478 U.S. 804, 808-09, 106 S.Ct. 3229, 3232-33, 92 L.Ed.2d 650 (1986); Franchise Tax Bd., 463 U.S. at 9, 103 S.Ct. at 2846. British Gas and Gregory contend that one or more of Gryn-berg’s state law claims turn on an issue of federal law, presenting a “Smith-type” case. 2. Federal issues in a state law cause of action must be essential elements of the “well-pleaded complaint” The mere presence of a federal issue in this lawsuit is, by itself, insufficient to confer jurisdiction. Whether a case presents a federal question is determined by the “well-pleaded complaint” rule. Caterpillar, Inc., v. Williams, 482 U.S. 386, 392, 107 S.Ct. 2425, 2429, 96 L.Ed.2d 318 (1987). Federal jurisdiction only exists for a Smith-type case when a federal issue exists on the face of the plaintiffs complaint, “unaided by anything alleged in anticipation or avoidance of defenses which it is thought the defendant may interpose.” Taylor v. Anderson, 234 U.S. 74, 75-76, 34 S.Ct. 724, 724, 58 L.Ed. 1218 (1914). This rule applies even if the only thing in issue in a particular ease is existence or applicability of the federal defense. Franchise Tax Bd., 463 U.S. at 12, 103 S.Ct. at 2848-49. “[A] suit does not arise under an act of Congress or the Constitution of the United States because prohibited thereby.... With no greater reason can it be said to arise thereunder because permitted thereby.” Gully v. First Nat’l Bank in Meridian, 299 U.S. 109, 116, 57 S.Ct. 96, 98, 81 L.Ed. 70 (1936). Therefore, a court must determine jurisdiction “from only those allegations necessary to state a claim ...” Willy v. Coastal Corp., 855 F.2d 1160, 1165 (5th Cir.1988), aff'd on other grounds, — U.S. -, 112 S.Ct. 1076, 117 L.Ed.2d 280 (1992). Thus, when a STOifMype federal question case is analyzed in conjunction with the well-pleaded complaint rule, “original federal jurisdiction is unavailable unless it appears that some substantial, disputed question of federal law is a necessary element of one of the well-pleaded state claims_” Franchise Tax Bd., 463 U.S. at 13, 103 S.Ct. at 2848. 3.The Original Petition’s assertion that no federal issues are presented is not controlling Grynberg’s Original Petition states “no claims are asserted under federal law.” Normally, “the [well-pleaded complaint] rule makes the plaintiff the master of the claim; he or she may avoid federal jurisdiction by exclusive reliance on state law.” Caterpillar, 482 U.S. at 392, 107 S.Ct. at 2429. At the same time, “the removal court should inspect the complaint carefully to determine whether a federal claim is necessarily presented, even if the plaintiff has couched his pleading exclusively in terms of state law. The reviewing court looks to the substance of the complaint, not the labels used in it.” In re Carter, 618 F.2d 1093, 1101 (5th Cir.1980), cert. denied, 450 U.S. 949, 101 S.Ct. 1410, 67 L.Ed.2d 378 (1981) (citation omitted). “[T]he plaintiffs failure to make specific reference in the complaint to a source of federal law that clearly is applicable will not prevent removal.” 14A Charles A. Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and Procedure § 3722, at 276 (1985). This appears to be the same “artful pleading doctrine” recognized by Eitmann v. New Orleans Public Service, Inc., 730 F.2d 359 (5th Cir.) (“artful pleading” cannot circumvent federal question jurisdiction), cert. denied, 469 U.S. 1018, 105 S.Ct. 433, 83 L.Ed.2d 359 (1984). The Supreme Court has characterized this principle as “settled.” See Federated Dep’t Stores v. Moitie, 452 U.S. 394, 397 n. 2, 101 S.Ct. 2424, 2427 n. 2, 69 L.Ed.2d 103 (1981). Thus, if any of Gryn-berg’s well-pleaded claims raise an issue that is necessarily one of federal law, then Gryn-berg’s assertion that it brings no federal claims will not be controlling. B. The Notice of Removal was Adequate 1. The notice of removal adequately stated grounds for removal Before this court can reach the merits of the removing defendants’ claim of federal question jurisdiction, this court must first decide whether the notice of removal adequately stated the grounds for removal. Section 1446(a) requires that the notice of removal contain “a short and plain statement of the grounds for removal.” In their notice of removal, the removing defendants claim: One or more claims in plaintiff Grynberg’s Original Petition arise under the laws or treaties of the United States, which include principles of international law which form part of the federal common law. Grynberg objects that this notice fails to constitute a “short and plain statement of the grounds for removal” as required by § 1446(a) because it fails to allege specific facts showing removal jurisdiction. The requirement that the notice of removal must contain a “short and plain statement of the grounds for removal” does not mean that the notice must allege specific facts showing removability. The “short and plain statement” requirement of § 1446(a) is treated the same way as the Fed.R.Civ.P. 8(a) requirement that a complaint invoking the original jurisdiction of the district court must contain a “short and plain statement of the grounds upon which the court’s jurisdiction depends, ...” Rachel v. State of Georgia, 342 F.2d 336, 340 (5th Cir.1965), aff'd, 384 U.S. 780, 86 S.Ct. 1783, 16 L.Ed.2d 925 (1966); Wilkinson v. United States, 724 F.Supp. 1200, 1205 (W.D.N.C.1989), aff'd, 972 F.2d 345 (4th Cir.1992), cert. denied — U.S. -, 113 S.Ct. 1259, 122 L.Ed.2d 656 (1993); 14A Charles A. Wright, Arthur R. Miller & Edward H. Cooper, Federal Practice and Procedure § 3733, at 536 (1985). “The absence of detailed grounds setting forth basis for removal is not fatal to the defendants’ right to remove.” Allman v. Hanley, 302 F.2d 559, 562 (5th Cir.1962). Furthermore, in a complaint invoking original federal question jurisdiction, the failure to name a particular statute upon which jurisdiction rests is not fatal, if the facts alleged in the complaint show that a federal question exists. Southpark Square Ltd. v. City of Jackson, Miss., 565 F.2d 338, 341 n. 2 (5th Cir.1977), cert. denied, 436 U.S. 946, 98 S.Ct. 2849, 56 L.Ed.2d 787 (1978); 5 Wright & Miller, supra § 1209, at 112-13 (1990). The court finds that the removal petition satisfies § 1446(a). The removal petition alleges that one or more claims of the plaintiff arises under international law, which is part of the federal common law. This allegation adequately informs the plaintiff that removal is predicated on a specific area of the federal common law. If the removing defendants were required to specifically plead the statute upon which jurisdiction rests, they have done so by stating that jurisdiction and removal rest on § 1331 and § 1441. 2. British Gas and Gregory have not asserted “new grounds” for removal Grynberg also complains that the removing defendants have, after the time for removal has expired, asserted “new grounds” in their opposition to Grynberg’s Motion to Remand. In no way did the removing defendants assert “new grounds” for removal in their briefs; they merely elaborated on and argued the merits of their federal question grounds for removal. Cf. O’Halloran v. University of Wash., 856 F.2d 1375, 1381 (9th Cir.1988) (impermissible “new grounds” were alleged when party originally sought removal on facts alleged in third-party complaint, and then, after the time for removal expired, sought to justify removal on allegations contained in the original complaint). C. Federal Question Jurisdiction Exists if a Question of International Relations Appears in Well-Pleaded State Law Claims 1. State law claims raising issues of international relations implicate federal common law for federal question jurisdiction purposes The court now turns to the merits of the removing defendant’s assertion that federal jurisdiction exists by virtue of the presence of an issue of international relations in at least one of Grynberg’s claims. The removing defendants do not now claim that any federal statute or treaty is involved in this case. Instead, they argue that the federal common law of international relations is implicated. Of course, there is no general federal common law. Erie R.R. Co. v. Tompkins, 304 U.S. 64, 78, 58 S.Ct. 817, 822, 82 L.Ed. 1188 (1938). Nevertheless, in some areas federal courts have authority to fashion a federal common law either because of uniquely federal interests at stake or because of Congressional authorization. Texas Indus., Inc. v. Radcliff Materials, 451 U.S. 630, 640, 101 S.Ct. 2061, 2067, 68 L.Ed.2d 500 (1981). In Banco Nacional de Cuba v. Sabbatino, 376 U.S. 398, 425, 84 S.Ct. 923, 939, 11 L.Ed.2d 804 (1964), the Supreme Court held that, due to the significance of international relations, “our relationships with other members of the international community must be treated exclusively as an aspect of federal law.” Although Sabbatino dealt only with the “act of state doctrine,” it is now apparent that claims raising questions of foreign relations are incorporated into federal common law. See generally, Radcliff, 451 U.S. 630, 101 S.Ct. 2061; Sabbatino, 376 U.S. 398, 84 S.Ct. 923; Republic of Philippines v. Marcos, 806 F.2d 344 (2d Cir.1986), cert. dism’d, 480 U.S. 942, 107 S.Ct. 1597, 94 L.Ed.2d 784 (1987). For purposes of determining whether a case is one “arising under the ... laws ... of the United States,” the word “laws” in 28 U.S.C. § 1331 includes the federal common law. Illinois v. City of Milwaukee, Wisc., 406 U.S. 91, 99-100, 92 S.Ct. 1385, 1390-01, 31 L.Ed.2d 712 (1972); see also Republic of Philippines, 806 F.2d at 353; Restatement (Third) of Foreign Relations Law of the United States § 112 (1987) (“The determination and interpretation of international law present federal questions”). As stated previously, the removing defendants do not argue that international law or a United States statute or treaty creates any of the causes of action that Grynberg asserts. Grynberg apparently exhibits some confusion over this point because it goes to great lengths in one of its reply briefs to demonstrate that the law of the Republic of Kazakhstan is not international law. Nowhere did the removing defendants ever contend that the law of Kazakhstan was “international law.” Instead, they argued that Kazakhi law governed the transaction in an attempt to show that Gregory’s joinder was fraudulent for diversity purposes. 2. Questions of international relations are almost always “substantial” in Smith-type cases Not every ease in which a federal issue is present in a state created cause of action present a federal question; the federal issue in a Smith-type ease must be “substantial.” Merrell Dow Pharmaceuticals, Inc. v. Thompson, 478 U.S. 804, 813, 106 S.Ct. 3229, 3234, 92 L.Ed.2d 650 (1986). Substantiality of the federal issue is determined with regard to the nature of the federal interest at stake. Id., 478 U.S. at 813 n. 12, 106 S.Ct. at 3235 n. 12. In Smith, the plaintiff alleged the unconstitutionally of a federal statute as an element of his otherwise state law cause of action, thereby implicating the important federal interest in the constitutionality of federal statutes. 255 U.S. at 201, 41 S.Ct. at 245. Merrell Dow, on the other hand, involved a state law tort claim where violation of a federal standard was an element of the prima facie ease. 478 U.S. 804, 805-06, 106 S.Ct. 3229, 3231. The federal safety standard was insufficiently substantial to confer jurisdiction, especially in light of the fact that Congress intended that no private federal cause of action should exist for violation of the safety standard. Id., 478 U.S. at 812-816, 106 S.Ct. at 3234-36. The Fifth Circuit confronted a Smith-type case in Willy v. Coastal Corp., 855 F.2d 1160 (5th Cir.1988), aff'd, — U.S. -, 112 S.Ct. 1076, 117 L.Ed.2d 280 (1992). In Willy, the plaintiff alleged a state wrongful termination claim because he was terminated due to his attempts to have his employer comply with federal environmental and securities laws. Id. at 1169. The Fifth Circuit held that the federal interest in the case was not “substantial” enough to confer jurisdiction, in part because the issue of whether the defendant had violated federal law was more collateral and not at the forefront. Id. at 1171. In addition, the court found that there were alternate theories of wrongful discharge in the case, not all of which involved violations of federal law. Id. at 1170. Unlike the issues in Merrell Dow and Willy, and like the issue in Smith, issues of international relations implicate important federal interests. Assuming that they appear as an issue in the well-pleaded complaint, such questions would seem to nearly always involve federal issues of such a “substantial” nature as to warrant the exercise of jurisdiction. International relations are not such that both the states and the federal government can be said to have an interest; the states have little interest because the “problems involved [in international relations] are uniquely federal.” Sabbatino, 376 U.S. at 424, 84 S.Ct. at 938. Involved are federal interests no less serious than the peace of nations and the constitutional relationship between the coordinate branches of government. See Sabbatino, 376 U.S. at 417-18, 423-25, 84 S.Ct. at 934-35, 938-39. A look at congressional intent bolsters the conclusion that questions of international relations are almost always substantial. The Court in Merrell Dow Pharmaceuticals found that a federal tort standard was not “substantial” mainly because Congress did not intend that there should be a private federal remedy for violation of it. 478 U.S. at 812, 106 S.Ct. at 3234. “[I]t would similarly flout, or at least undermine, congressional intent to conclude that the federal courts might nevertheless exercise federal-question jurisdiction” over a claim Congress intended not to be federal. Id. In stark contrast is the evidence of congressional intent as it relates to international issues involving foreign sovereigns. Congress grants subject matter jurisdiction over any case against a foreign sovereign when foreign sovereign immunity does not apply. 28 U.S.C. § 1330. Any case against a foreign sovereign may be removed. 28 U.S.C. § 1441(d). This grant of federal jurisdiction, based on the “arising under” language of Article III, is much broader than the statutory grant found in 28 U.S.C. § 1331. Verlinden B.V. v. Central Bank of Nigeria, 461 U.S. 480, 103 S.Ct. 1962, 76 L.Ed.2d 81 (1983). These statutes reflect a strong congressional intent that any questions involving foreign sovereigns be litigated in federal court and federal court alone. Id., 461 U.S. at 489, 103 S.Ct. at 1969. “Actions against foreign sovereigns in our courts raise sensitive issues concerning the foreign relations of the United States, and the primacy of federal concerns is evident.” Id., 461 U.S. at 493, 103 S.Ct. at 1971. Although the Republic of Kazakhstan is not a party to this lawsuit, its interests in allocating it own mineral resources are vitally affected by the outcome. In fact, British Gas argues that Kazakhstan is an “indispensable p